Governance, Communications and Human Resources Committee (GCHRC) Meeting - September 14, 2017

Public Agenda

1. Chair’s Remarks

Action: Information

Pre-read: Verbal

Presenter: Chair

2. Consent agenda

Approval of Public Meeting Agenda

Action: GCHRCC Approval

Pre-read: Agenda

Presenter: Chair

Chair’s Poll re: Conflict of Interest

Action: Declaration

Pre-read: Agenda and Conflict of Interest Policy

Presenter: Chair

Confirmation of GCHRCC Public Meeting Minutes of July 12, 2017

Action: GCHRCC Approval

Pre-read: Minutes

Presenter: Chair

Business Arising from the Public Meeting Minutes and Action Items Update

Action: Information

Pre-read: Action Item List

Presenter: Chair

Compliance Reporting Q2 2017

Action: Information

Pre-read: GCHRCC:2017-27

Presenter: Interim President & CEO

3. 2016-2017 Insurance Renewal of TCHC Core Insurance Group Program

Action: GCHRCC Approval/Board Approval 

Pre-read: GCHRCC:2017-30

Presenter: Interim General Counsel & Corporate Secretary

4. United Way Contribution

Pre-read: GCHRCC:2017-31

Presenter: Director, Strategic Planning and Stakeholder Relations

5. IAC Charter Amendment and Appointment

Action: GCHRCC Approval/Board Approval

Pre-read: GCHRCC:2017-32

Presenter: Interim General Counsel & Corporate Secretary

6. Policy Approval: Conflict of Interest Policy - Board of Directors

Action: GCHRCC Approval/Board Approval

Pre-read: GCHRCC:2017-33

Presenter: Interim General Counsel & Corporate Secretary

7. Board Evaluation

Action: Discussion

Pre-read: GCHRCC:2017-34

Presenter: Chair

TERMINATION

Minutes

The Governance, Communications, Human Resources and Compensation Committee (GCHRCC or Committee) of Toronto Community Housing Corporation (TCHC) held a public meeting on September 14, 2017, in the Main Floor Conference Room, 931 Yonge Street, Toronto, ON M4W 2H2, and via teleconference commencing at 9:45 a.m.

Committee Director in Attendance:

Pamela Taylor, Chair

Joseph Kennedy

Catherine Wilkinson (by teleconference)

Regrets:

Councillor Joe Cressy

Management Present: 

Kathy Milsom, President and Chief Executive Officer

Kevin Marshman, Special Advisor to the President and Chief Executive Officer

Ismail Ibrahim, General Counsel & Corporate Secretary (Interim)

Martha Asturi, Legal Counsel and Assistant Corporate Secretary 

John Angkaw, Director, Risk Management and Insurance

Also Present:

Brian Laur, Managing Director - HSC Insurance

Greg Fisk, Senior Vice President & Unit Leader, Marsh Canada Limited

Glenn Sheppard, Vice President, Marsh Canada Limited

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

Item 1 - Chair's Remarks

The Chair welcomed Ms. Kathy Milsom, President and Chief Executive Officer, who joined TCHC with extensive experience in governance.

Item 2A - Approval of Public Meeting Agenda

Motion carried

ON MOTION DULY MADE by Mr. Kennedy, seconded by Ms. Wilkinson and carried, the GCHRCC approved the agenda as circulated.

Item 2B - Declaration of Conflict of Interest

Ms. Taylor declared conflict of interest with regard to Item 5 (IAC Charter Amendment and Appointment) and the Committee agreed that Mr. Kennedy will act as Chair for Item 5.

Item 2C - Confirmation of Public Meeting Minutes of July 12, 2017

Motion carried 

ON MOTION DULY MADE by Mr. Kennedy, seconded by Ms. Wilkinson and carried, the GCHRCC confirmed the above-captioned minutes with the above-mentioned amendments.

Item 2D - Business Arising from the Minutes and Committee Action Items Update

Motion carried 

ON MOTION DULY MADE by Mr. Kennedy, seconded by Ms. Wilkinson and carried, the GCHRCC received the report for information.

Action Item: 

1. Management to discuss off-line with regard to investigation protocol regarding the Whistleblower Policy.

2E - Compliance Reporting Q2-2017, GCHRCC:2017-27

Motion carried 

ON MOTION DULY MADE by Mr. Kennedy, seconded by Ms. Wilkinson and carried, the GCHRCC received the report for information.

Item 3 - 2016-2017 Insurance Renewal of TCHC Core Insurance Group Program, GCHRCC:2017-30

The above captioned report was circulated prior to the meeting.

Mr. Ibrahim welcomed Mr. John Angkaw, Director, Risk Management and Insurance to the Organization.  Mr. Angkaw joins TCHC with experience from the Trillium Health Services and will be working closely with HSC and Marsh.

It was noted that under the Housing Services Act, TCHC is mandated to purchase insurance through HSC. Marsh is broker to HSC as well as the City of Toronto whose insurance program is different from that of TCHC.

Mr. Ibrahim introduced Mr. Brian Laur of Housing Services Corporation (HSC), Mr. Greg Fisk and Mr. Glenn Sheppard from Marsh Canada Limited (Marsh).

Discussion ensued. Mr. Laur commented that, from HSC’s experience and perspective, the TCHC insurance program (amounting to $150 million with $50 million in liability, $25 million in directors’ and officers’ coverage) is adequate.

Motion carried 

ON MOTION DULY MADE by Mr. Kennedy, seconded by Ms. Wilkinson and carried, the GCHRCC resolved to approve this report and recommend the Board to:

1. Approve the renewal of the 2017-2018 Insurance Program, including all additional coverage as outlined in the attached report, which reflects total insurance cost of $5,379,434, before PST, and represents an increase of 9.5% from the 2016-2017 renewal; and
2. Authorize the appropriate staff to take all necessary actions and execute all necessary documents to implement the above recommendation.

Action Items:

1. Management to follow up with Marsh for information with respect to Board members’ personal liabilities in relation to environmental claims.
2.  Management to follow up with HSC and Marsh with regard to program re-evaluation, including deductible optimization; and take note of practices of other similar sized organizations on self-insurance.

Mr. Brian Laur, Mr. Greg Fisk and Mr. Glenn Sheppard left the meeting at 10:16 a.m.

Item 4 - United Way Contribution, GCHRCC:2017-31

The above captioned reported was circulated prior to the meeting. 

Mr. Marshman presented the report.

Motion carried 

ON MOTION DULY MADE by Mr. Kennedy, seconded by Ms. Wilkinson and carried, the GCHRCC unanimously received the report for information.

Item 5 - IAC Charter Amendment ND Appointment, GCHRCC:2017-32

The above captioned reported was circulated prior to the meeting.  

Mr. Ibrahim presented the report.

Ms. Taylor declared conflict of interest on this item.  It was agreed that Mr. Kennedy will act as Chair for this item 5. 

Motion carried 

ON MOTION DULY MADE  by Mr. Kennedy, seconded by Ms. Wilkinson and carried, the GCHRCC resolved to approve this report and:

1. adopt the amendments to the Investment Advisory Committee (IAC) Charter as set out in Attachment 1; 
2. appoint the proposed candidate as a volunteer member of IAC (Attachment 2); and
3. forward to the Building Investment, Finance and Audit Committee (BIFAC) and subsequently to the Board for review and approval.

Action Item:

1. Staff to list the subcommittees and its members on the TCHC web site.

Item 6 - Policy Approval: Conflict of Interest Policy – Board of Directors, GCHRCC:2017-33

Mr. Ibrahim and Ms. Taylor presented the report. The Committee thanked Ms. Asturi for her contribution to the draft policy.  

Discussion ensued. It was noted language in paragraphs 5(b) and 9 of the draft policy and would need to be fine-tuned.

GCHRCC members are requested to provide further comments regarding the draft policy, if any, to Mr. Ibrahim.

Motion carried 

ON MOTION DULY MADE by Ms. Wilkinson, seconded by Mr. Kennedy and carried, the GCHRCC unanimously resolved to approve this report and recommended that this report be forwarded to the Board of Directors for review and approval.

Item 7 - Board Evaluation, GCHRCC:2017-34

The above captioned report was circulated prior to the meeting.  

Mr. Ibrahim presented the report.  Discussion ensued.  Questions were raised with regard to the questions to be included in the evaluation exercise. Discussion was also held with regard to costs, privacy, security, and the data collection, interpretation and analysis process.

The Committee noted the importance to have an evaluation process in place and to secure confidentiality safeguard before implementation

TERMINATION

The GCHRCC public meeting terminated at 11:07 a.m.