Governance, Communications and Human Resources Committee (GCHRC) Meeting - October 19, 2015

Agenda

Consent Public Agenda

The Consent Public Agenda items listed on the Consent Public Agenda will require a resolution of the Committee but are not scheduled for a full discussion at the Committee meeting. The Committee Chair will ask for approval of the following Consent Agenda items. Committee members must indicate if they wish to request to discuss the item, question the item or register a vote against the item. If an item is removed from the Consent Public Agenda, it will be discussed at the end of the meeting. 

1. Approval of Public Meeting Agenda

Action: Resolution to approve the agenda

Pre-read: Agenda

2. Confirmation of the GCHRCC Public Meeting Minutes of  June 25, 2015

Action: Resolution to confirm the public minutes

Pre-read: Minutes

3. Business Arising from the Minutes and Committee Action Items Update

Action: Resolution to receive for information

Pre-read: Action Item List

4. Compliance Reporting, Q2-2015

Action: Resolution to receive for information

Pre-read: GCHRCC:2015-40

5. Job Description President & CEO

Action: Resolution to approve recommendations and forward to the Board for approval

Pre-read: GCHRCC:2015-41

6. Allenbury Gardens – Board Appointment and New Joint Venture Entities

Action: Resolution to approve recommendations and forward to the Board for approval

Pre-read: GCHRCC:2015-42

7. Delegation of Authority under MFIPPA

Action: Resolution to approve recommendations and forward to the Board for approval

Pre-read: GCHRCC:2015-43

8. Corporate Goals and Strategic Planning

Action: Resolution to receive for information

Pre-read:GCHRCC:2015-44

Public Meeting Agenda

Report from the GCHRCC Chair:

9. Chair’s Report and Remarks

Action: Information

Pre-read: Verbal Report

Presenter: Chair, GCHRCC

Corporate Governance Report:

10. Qualified Donee Status

Action: Information

Pre-read: GCHRCC:2015-45

Presenter: General Counsel and Corporate Secretary (Interim)

Corporate Compliance Report:

11. Policy Approval – Code of Conduct

Action: Committee and Board Approval

Pre-read: GCHRCC:2015-46

Presenter: Vice President, Human Resources

Enterprise Risk Management Report:

12. 2015-2016 Insurance Renewal of TCHC Core Insurance Group Program

Action: Committee and Board Approval

Pre-read: GCHRCC:2015-47

Presenter: Director, Risk Management

TERMINATION

Consent Closed Agenda

The Consent Closed Agenda items listed on the Consent Closed Agenda will require a resolution of the Committee but are not scheduled for a full discussion at the Committee meeting. The Committee Chair will ask for approval of the following Consent Closed Agenda items. Committee members must indicate if they wish to request to discuss the item, question the item or register a vote against the item. If an item is removed from the Consent Closed Agenda, it will be discussed at the end of the meeting.

A. Approval of Closed Meeting Agenda

Recommendation: Resolution to approve the agenda

Pre-read: Agenda

B. Confirmation of the GCHRCC Closed Meeting Minutes of June 25, 2015

Recommendation: Resolution to confirm the closed minutes 

Pre-read: Minutes

C. Business Arising from the Minutes and Committee Action Items Update

Recommendation: Resolution to receive for information

Pre-read: Action Item List

Closed Meeting Agenda

Corporate Governance Report:

D. Confidential report respecting matters that are or may be the subject of litigation or potential litigation, including matters before administrative tribunals, affecting the Corporation

Action: Information

Pre-read: GCHRCC:C2015-48

Presenter: General Counsel and Corporate Secretary (Interim)

Human Resources, Executive Compensation and Talent Management Reports:

E. Confidential report respecting Human Resources issues and employment matters, including labour relations or employee negotiations

Action: Information

Pre-read: GCHRCC:C2015-49

Presenter: Vice President, Human Resources

F. Confidential report respecting a third party transaction

Action: Committee Approval

Pre-read: GCHRCC:C2015-50

Presenter: Vice President, Human Resources

G. Confidential report respecting personal matters about an identifiable individual, including an employee, and labour relations or employee negotiations

Action: Information

Pre-read: GCHRCC:C2015-51

Presenter: Vice President, Human Resources

H. Confidential report respecting human resource issues and employment matters

Action: Information

Pre-read: GCHRCC:C2015-52

Presenter: Vice President, Human Resources

In Camera Meeting Agenda

Human Resources, Executive Compensation and Talent Management Report:

I. Confidential report respecting human resource issues and employment matters

Action: Committee and Board Approval

Pre-read: GCHRCC:C2015-53

Presenter: Interim President and Chief Executive Officer

J. Confidential report respecting matters that are or may be the subject of litigation or potential litigation, including matters before administrative tribunals, affecting the Corporation

Action: Information

Pre-read: Verbal Report

Presenter: Interim General Counsel and Corporate Secretary

TERMINATION

Public Minutes

The Governance, Communications, Human Resources and Compensation Committee (GCHRCC or Committee) of Toronto Community Housing Corporation (TCHC) held a public meeting on October 19, 2015, in the Main Floor Conference Room, 931 Yonge Street, Toronto, ON M4W 2H2, and via teleconference commencing at 8:11 a.m.

Committee Directors in Attendance:

Christian Buhagiar, Chair

Brian Kwan, Vice Chair

Robert Carlo 

Ex Officio Director in Attendance:

Norman (Bud) Purves

Other Directors in Attendance:

Catherine Wilkinson

Regrets:

Councillor Joe Cressy

Also Present:

Cathy Barker, Vice President, Human Resources

Ismail Ibrahim, Interim General Counsel and Corporate Secretary/ Director of Compliance and Legal Counsel 

Graham Leah, Vice President, Asset Management

Greg Spearn, President and Chief Executive Officer (Interim)/ Chief Development Officer

Invitees:

Lily Yu, Marsh Canada Ltd.

A quorum being present, the Chair called the meeting to order and Ms. Mirela Bolentiru served as recording secretary.

Approval of the Consent Public Agenda Items 1-8

The Consent Public Agenda is comprised of the following public Items:

1. Approval of Public Meeting Agenda.
2. Confirmation of the GCHRCC Public Meeting Minutes of June 25, 2015.
3. Business Arising from the Minutes and Committee Action Items Update.
4. Compliance Reporting, Q2-2015.
5. Job Description President & CEO.
6. Allenbury Gardens – Board Appointment and New Joint Venture Entities.
7. Delegation of Authority under MFIPPA.
8. Corporate Goals and Strategic Planning.

The GCHRCC asked for clarification with respect to the rationale of presenting the public Item 7 “Delegation of Authority under MFIPPA” for Committee and Board approval. The Interim General Counsel and Corporate Secretary explained that up to date, TCHC’s obligations under MFIPPA have been carried out by the Legal Services Division, under the direction of the General Counsel and Corporate Secretary. This is a housekeeping initiative to formalize the current practice. It has no impact on the way the business activity is carried out and does not change the scope of work.

The GCHRCC asked for clarification with respect to Item 8 “Corporate Goals and Strategic Planning” and enquired whether management will report on this matter to the Board of Directors in a similar way as they have reported to the Mayor’s Task Force. Management confirmed. The GCHRCC noted that the Corporate Goals presented in the report were for 2015 and enquired on the status of the 2016 Corporate Goals. Management confirmed the 2016 Corporate Goals and Strategic Planning are part of the 2016 budgeting process.

Motion carried

ON MOTION DULY MADE by Mr. Kwan, seconded by Mr. Carlo and   carried, the GCHRCC unanimously approved the Public Agenda as presented and Consent Agenda Items 1 to 8.

Declaration of Conflict of Interest

The Chair requested members of the GCHRCC to indicate any agenda item in which they had a conflict of interest, together with the nature of the interest. All members of the GCHRCC declared a conflict of interest with respect to the Directors and Officers Liability Insurance Policy, in relation to Item 12 “2015-2016 Insurance Renewal of TCHC Core Insurance Group Program”, as this matter represents material interest for all the directors. 

Item 2 - Confirmation of Public Meeting Minutes of June 25, 2015

The GCRHCC had before it the above-captioned minutes.

Motion carried

ON MOTION DULY MADE by Mr. Kwan, seconded by Mr. Carlo and carried, the GCHRCC unanimously confirmed the minutes of June 25, 2015.

Item 3 - Business Arising from the Minutes and Committee Action Items Update (Former Governance, Risk and Human Resources Committee)

Motion carried

ON MOTION DULY MADE by Mr. Kwan, seconded by Mr. Carlo and carried, the GCHRCC unanimously received the report for information.

Item 4 - Compliance Reporting, Q2-2015, GCHRCC:2015-40

The GCHRCC had before it the above-captioned report (GCHRCC:2015-40) from the President and Chief Executive Officer (Interim).

Motion carried

ON MOTION DULY MADE by Mr. Kwan, seconded by Mr. Carlo and carried, the GCHRCC unanimously received the report for information.

Item 5 - Job Description President & CEO, GCHRCC:2015-41

The GCHRCC had before it the above-captioned report (GCHRCC:2015-41) from the President and Chief Executive Officer (Interim).

Motion carried

ON MOTION DULY MADE by Mr. Kwan, seconded by Mr. Carlo and carried, the GCHRCC unanimously received this report and resolved to forward to the Board of Directors for approval the appended President and CEO Job Description in Attachment 1.

Item 6 - Allenbury Gardens – Board Appointment and New Joint Venture Entities, GCHRCC:2015-42

The GCHRCC had before it the above-captioned report (GCHRCC:2015-42) from the Interim General Counsel and Corporate Secretary.

Motion carried

ON MOTION DULY MADE by Mr. Kwan, seconded by Mr. Carlo and carried, the GCHRCC unanimously received the report and resolved to recommend to the Board of Directors for ratification the following:

1. the incorporation of Connect Residences Inc., and approve the appointment of Greg Spearn and Leslie Gash as the 2 AGDC representatives on the Board of Connect Residences Inc.
2. the incorporation of Soul Residences Inc., and approve the appointment of Greg Spearn and Leslie Gash as the 2 AGDC representatives on the Board of Soul Residences Inc.
3. Appoint the Chair of the Building Investment, Finance and Audit Committee (BIFAC) or his nominee as a Director and Chair of AGDC.
4. Authorize the President and Chief Executive Officer (Interim) and the Interim General Counsel and Corporate Secretary to take all necessary actions and execute all documents and resolutions as required to implement the above recommendations.

Item 7 - Delegation of Authority Under MFIPPA, GCHRCC:2015-43

The GCHRCC had before it the above-captioned report (GCHRCC:2015-43) from the Interim General Counsel and Corporate Secretary.

Motion carried

ON MOTION DULY MADE by Mr. Kwan, seconded by Mr. Carlo and carried, the GCHRCC unanimously received the report and resolved to recommend to the Board of Directors for approval the following:

1. The Board, as the head of the institution pursuant to MFIPPA, delegate all the powers and duties of the head to the General Counsel and Corporate Secretary, pursuant to section 49(1) of MFIPPA. 
2. That the General Counsel and Corporate Secretary is authorized to further delegate in writing the administration of MFIPPA requirements to designated staff members.

Item 8 - Corporate Goals and Strategy Planning, GCHRCC:2015-44

The GCHRCC had before it the above-captioned report (GCHRCC:2015-44) from the President and Chief Executive Officer (Interim).

Motion carried

ON MOTION DULY MADE by Mr. Kwan, seconded by Mr. Carlo and carried, the GCHRCC unanimously received the report and resolved to forward to the Board of Directors for information.

Item 9 - Chair's Report and Remarks (Verbal)

The Chair of GCHRCC provided a verbal update with respect to Item 12 “2015-2016 Insurance Renewal of TCHC Core Insurance Group Program”, including the following main points:

• An Enterprise Risk Management (ERM) framework is being completed in a professional manner.
• There will be an opportunity to discuss at the Board level the risk appetite.
• The GCHRCC Chair had discussions with the City of Toronto staff with respect to the TCHC appointments on the Board of Directors. A decision will be made by the City Council at its December 2015 meeting.
• Some TCHC Board members have applied for resignation while other Board members have expressed their interest to continue in their roles.
• The City received 235 applications for the TCHC Board vacant positions.

The GCHRCC received the verbal update for information.

Item 10 - Qualified Donee Status, GCHRCC:2015-45

The GCHRCC had before it the above-captioned report (GCHRCC:2015-45) from the Interim General Counsel and Corporate Secretary. 

Action items:

• The GCHRCC requested Management to report back on the Qualified Donee Status, including a detailed process and a Business Plan with a clear statement of purpose, allocation methodology of funding, process accountability, estimated project costs, and benchmarking data from other organizations in the industry that have obtained Qualified Donee Status. The report will include clear wording that the Qualified Donee Status replaces the establishment of a Foundation. 
• Management will inform the City of Toronto with respect to the TCHC’s application for Qualified Donee Status under paragraph 149.1(1) of the Canadian Income Tax Act (the “Act”).

Management explained that while currently, there are internal resources to support this initiative, due to increased workload, in future additional employees will be needed.

Motion carried

The GCHRCC unanimously received the report for information.

Item 11 - Policy Approval – Code of Conduct, GCHRCC:2015-46

Deferred

The GCHRCC had before it the above-captioned report (GCHRCC:2015-46) from the President and Chief Executive Officer (Interim).

A discussion ensued and the GCHRCC asked for clarification with respect to General Standards (page 3 of the report).

Action items:

• Management will bring back to the GCHRCC a map of all policies, rules and procedures, including accountability, target and ownership for each item, specifying which policy/rule has accompanying procedures.
• Management will bring back a revised report at the November 13, 2015 GCHRCC meeting, including the following points:
  • Clarity of drafting by defining rules, policies and procedures.
  • Re-drafting the Scope of the Code of Conduct to include more detail and well thought categories covered by the Code of Conduct, to mitigate any potential liability for TCHC.
  • Expand in detail the Exceptions sections, which was a broad statement.
  • Drafting the TCHC’s Code of Conduct using the City’s Code of Conduct as a benchmark.
  • Re-drafting the Interactions with Residents and the Public section of the Code of Conduct, including well thought, detailed information. The revised draft Code delineated the working hours for residents and the public only, without considering the interactions with other stakeholders.

The Code of Conduct was not intended to correct a wrong behavioral attitude such as an off-duty employee harassment of a resident. The Code covers the professionalism and general values and should be used as a resource and reference material versus behaviour correctional tool.

Item 12 - 2015-2016 Insurance Renewal of TCHC Core Insurance Group Program, GCHRCC:2015-47

The GCHRCC had before it the above-captioned report (GCHRCC:2015-47) from the Interim General Counsel and Corporate Secretary.

The Director, Risk Management introduced Sarah Dionne, Risk Manager, and Lily Yu from Marsh Canada Ltd.

A discussion ensued, including the following main points:

• The renewal cost of the 2015-2016 Core Group Insurance Program, purchased through the Housing Services Corporation (HSC), is 3% less than the renewal cost for 2014-2015.
• The 2015-2016 insurance renewal covers property insurance, general liability insurance, Directors  & Officers (D&O) liability insurance, uninsured exposures, and consideration of the City of Toronto’s Insurance Program.
• To date, the ERM has not identified any information to support that the coverage is not adequate. In case such information surfaces, TCHC will consider purchasing additional coverage.
• HSC launched a Request for Proposals (RFP) to procure the insurance broker.
• Marsh Canada Ltd. assesses the insurance coverage for TCHC annually.
• Contractual indemnity coverage for Board members was discussed in the context of TCHC paying for former senior executives’ legal expenses. D&O policy covers part of the contractual indemnity, but not all of it. The practice is that if the case arises, TCHC pays for coverage and then is reimbursed from the D&O policy. The GCHRCC cautioned management that the current practice may affect the TCHC’s future ability for coverage.
• Illegal acts are not covered under crime insurance. This insurance is for employee dishonesty, theft of cash, securities.
• General liability covers losses from bodily injury and property damage of others, arising out of the premises and its operations. It also covers recreational activities, but not all (for example, low risk activities such as Bingo nights are covered).
• Under TCHC’s General Liability there is coverage for tenant associations that hold low risk. They need to fill out a questionnaire outlining who is part of the association, types of activities and any equipment. There is a perception among the residents that the process is cumbersome and difficult to engage.
• The GCHRCC recommended that management, jointly with the Legal Services Unit, re-assess the process and procedures for resident insurance to make it more accessible to the residents while TCHC is protected. TCHC has to ensure that it puts the residents first.
• Management has identified the issues related to the usage of the sports equipment on the TCHC property and the risk exposure associated with this matter, and will address them in 2016 as part of the ERM program.
• The community agencies that run programs on the TCHC property providing different services to the residents had to be self-insured for a coverage of $2 million, which currently increased to $5 million, no matter if they are sponsored or they are in any contract/agreement with TCHC. The last organization that offered free training to seniors has lost its interest to provide free services due to the insurance coverage increase by $3 million. The increase in insurance coverage was an internal decision based on benchmarking data.
• Management also reviews the Use of Space Policy to ensure that the barriers for residents are eliminated. Recreational/party rooms are covered under the general liability insurance.
• The GCHRCC noted that there was a TCHC property in Scarborough subject to a fire, for which TCHC could not claim any property insurance due to a high deductible amount. It enquired whether management can avoid potential other similar situations that may occur, related to the stand-alone properties. TCHC’s deductible has remained at the same amount of $250K. Decreasing the deductible amount will significantly increase the annual insurance premiums. Management has yet to reach a resolution in this respect.
• TCHC, through its annual budgeting process, has allocated funds to reserves for self-insurance. The GCHRCC recommended management to reconsider this strategy as it did not work when the fire occurred.
• The GCHRCC raised questions related to the D&O coverage purchased in excess of the primary amount and its applicability. The Marsh representative explained that the excess coverage takes effect when the claim is covered under the primary coverage and exceeds the primary amount.

Action Item:

The GCHRCC requested management to consider Difference & Conditions (D&C) coverage and report back on the options available.

• The GCHRCC raised concerns with respect to the Board members who are City Councillors as they are double insured by the TCHC D&O Policy and the City’s liability insurance policy. Having one category of TCHC directors double covered is an abnormal situation. 

Update:

Since the meeting, management can confirm that the City carries a hybrid D&O product, which is more like an E&O policy with a $4M deductible. This policy would not respond if there is an allegation of wrongdoing by a councillor in their capacity as a TCHC Board member. So they are not double insured.  

• Risk at TCHC may be higher than in other public organizations. Currently, there is low market risk appetite due to the four TCHC outstanding claims.

Action items:

The GCHRCC requested management to work jointly with Marsh Canada Ltd. to re-assess:

• The appropriate structure of the D&O insurance coverage.
• Insurance options for residents for use of space.
• Renewable options for the Side A-DIC insurance coverage.

Motion carried

The GCHRCC unanimously adopted the report, subject to the additional information requested with respect to the D&O and D&C insurance coverage and resolved to forward the revised report to the Board of Directors to:

1. Approve the renewal of the 2015-2016 Insurance Program, including all additional coverage as outlined in the attached report, which reflects total insurance cost of $4,897,179, before PST, and represents a decrease of 3% from the 2014-2015 renewal; and
2. Recommend approval of same to the TCHC Board of Directors at its October 29th, 2015 meeting.

Public Meeting Proceedings

ON MOTION DULY MADE by Councillor Cressy, seconded by Mr. Kwan and carried, the GCHRCC resolved to terminate the public meeting at 9:38 a.m.