Governance, Communications, Human Resources and Compensation Committee (GCHRCC) Meeting - April 18, 2016

Public Agenda

1. Approval of Public Meeting Agenda and Review of Agenda Order 

Action: Approval

Pre-read: Public Meeting Agenda

Presenter: Chair, GCHRCC

2. Chair’s Poll re: Conflict of Interest

Action: Declaration

Pre-read

• Public Meeting Agenda
• Conflict of Interest Policy

Presenter: Chair, GCHRCC

3. Confirmation of the GCHRCC Public Meeting Minutes of March 23, 2016

Action: Approval

Pre-read: Minutes

Presenter: Chair, GCHRCC

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

Action: Information

Pre-read: Action Item List

Presenter: Chair, GCHRCC

Report from the GCHRCC Chair

5. Chair’s Report and Remarks

Action: Information

Pre-read: Verbal Report (5 minutes)

Presenter: Chair, GCHRCC

Corporate Governance

6. Update on Enterprise Risk Management

Action: Information

Pre-read: GCHRCC:2016-05 Presentation by Management (15 minutes)

Presenter: Director, Insurance & Risk Management, Legal - Risk Management & Insurance

7. Charitable Donee Status Update

Action: Information

Pre-read: GCHRCC:2016-16 (10 minutes)

Presenter: General Counsel and Corporate Secretary (Interim)

Corporate Compliance

8. Policy Approval: Conflict of Interest (Deferred from last meeting)

Action: Committee and Board Approval

Pre-read: GCHRCC:2016-13 (5 minutes)

Presenter: General Counsel and Corporate Secretary (Interim)

9. Policy Approval: Whistleblower Policy (Deferred from last meeting)

Action: Committee and Board Approval

Pre-read: GCHRCC:2016-15 (5 minutes)

Presenter: General Counsel and Corporate Secretary (Interim)

Presentation: Government Relations/Corporate Communications

10. Mayor’s Task Force Update (Report to Follow)

Action: Information

Pre-read: GCHRCC:2016-10 (5 minutes)

Presenter: Director, Strategic Planning and Stakeholder Relations

TERMINATION

Public Meeting Minutes

The Governance, Communications, Human Resources and Compensation Committee (GCHRCC or Committee) of Toronto Community Housing Corporation (TCHC) held a public meeting on April 18, 2016, in the Main Floor Conference Room, 931 Yonge Street, Toronto, ON M4W 2H2, commencing at 10:13 a.m.

Committee Directors in Attendance:

Pamela Taylor, Chair

Councillor Joe Cressy, Vice Chair (via teleconference – left at 10:30 a.m.)

Joseph Kennedy

Kevin Marshman

Catherine Wilkinson

Ex Officio Director in Attendance:

Norman (Bud) Purves (arrived at 10:33 a.m.)

Other Directors in Attendance:

None.

Regrets:

None.

Management Present:

Cathy Barker, Vice President, Human Resources

Jennifer Bond, Director, Labour Relations & Legal Counsel, HR - Human Resources & Labour Relations

Sarah Dionne, Manager, Enterprise Risk Projects

Jason Gorel, Chief Financial Officer and Treasurer

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

Ted Millward, Legal Counsel, Corporate

Heather Robson, Legal Counsel, Employment and Privacy- Legal Services

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

Helen Trajanos, Director Insurance & Risk Management, Legal – Risk Management & Insurance

Wayne Tuck, Chief Operating Officer (Interim)

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

Item 1 - Approval of Public Meeting Agenda and Review of Agenda Order

The agenda was approved as circulated.

Motion carried

ON MOTION DULY by Mr. Marshman, seconded by Mr. Kennedy and carried, the GCHRCC approved the revised agenda.

Item 2 - 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. None were declared.

Item 3 - Confirmation of the Public Meeting Minutes of March 23, 2016

The GCRHCC had before it the draft GCHRCC minutes for March 23, 2016.

Motion carried

ON MOTION DULY MADE by Mr. Marshman, seconded by Ms. Wilkinson and carried, the GCHRCC confirmed the above-captioned minutes without amendments.

Item 4 - Business Arising from the Minutes and Committee Action Items Update

The Chair noted that the Communications Plan had been dropped from the Action Item list.  Mr. Ibrahim indicated that the Communications Plan will be put back on the action item list. 

Mr. Ibrahim answered questions from the GCHRCC members regarding Action Item - GCHRCC September 29 2014 – Item 10: Tenant Directors – Process for Appointment, including regarding tenant consultation and the past decision history regarding the review of the process.   Mr. Ibrahim indicated that there is a report that will be brought to the May meeting of the Resident Services Committee regarding the review of the process to appoint tenant directors, which will include recommendations regarding tenant consultations. 

Motion carried

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

Action Item: GCCHRCC members to be provided with Management’s analysis of the options considered for the process to appoint tenant directors, when completed in September.

Item 5 - Chair's Remarks

The Chair welcomed everyone to today’s GCHRCC meeting and provided a summary of what occurred during GCHRCC’s in-camera and closed sessions. 

Item 6 - Update on Enterprise Risk Management, GCHRCC:2016-05

The GCHRCC had before it the above-captioned report (GCHRCC:2016-05) from Ms. Trajanos.  

Ms. Trajanos presented the report, answered questions raised by GCHRCC members regarding the approach for implementing Enterprise Risk Management at TCH. A discussion ensued regarding risk identification, responses and community impacts, specifically with respect to TCHC policies with respect to the use of barbeques by tenants. 

Motion carried

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

Action Item: Management to ensure risk assessments are done in a manner to ensure practical impacts on tenants are taken into consideration (first by prioritizing the assessments for summer related activities, in particular the use of BBQs).

Item 7 - Charitable Donee Status Update, GCHRCC:2016-16

The GCHRCC had before it the above-captioned report (GCHRCC:2016-16) from Mr. Ibrahim.  

Mr. Ibrahim presented the above-noted report and answered questions raised by GCHRCC members regarding the decision of the Canada Revenue Agency to deny TCHC’s application for Qualified Done status and Management’s recommendation to appeal the decision.

Motion carried

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

Motion carried

ON MOTION DULY MADE by Ms. Wilkinson, seconded by Mr. Kennedy and carried, the GCHRCC approved the recommendation of the filing of an appeal.

Item 8 - Policy Approval: Conflict of Interest Policy, GCHRCC:2016-13

The GCHRCC had before it the above-captioned report (GCHRCC:2016-13) from Mr. Ibrahim.  

Ms. Robson presented the report, answered questions raised by GCHRCC members and accepted feedback from GCHRCC.  The moonlighting provisions and the requirement for a yearly sign-off by employees were identified as items to be further addressed in the policy.  

The Chair asked GCHRCC members to provide Management with any further comments offline, and requested that the policy be revised to take into account the comments made by GCHRCC members and that it be brought forward again for approval at the next GCHRCC meeting. 

Motion carried

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

Item 9 - Policy Approval: Whistleblower Policy, GCHRCC:2016-15

The GCHRCC had before it the above-captioned report (GCHRCC:2016-15) from Mr. Ibrahim.  

Ms. Robson presented the report, answered questions raised by GCHRCC members.  The Chair requested that GCHRCC members provide Management with any further comments on the policy offline prior to the issuance of the April 27, 2016 Board meeting package next week.

Motion carried

ON MOTION DULY MADE by Mr. Kennedy, seconded by Mr. Marshman and carried, the GCHRCC unanimously approved the recommendations in this report and resolved to recommend to the Board of Directors for ratification with the understanding that Management provide the GCHRCC members with the Fraud Prevention Policy.

Action Item: Management to circulate to GCHRCC members a copy of TCHC’s Fraud Prevention Policy.

Item 10 - Mayor's Task Force Update, GCHRCC:2016-10

This item deferred to next GCHRCC meeting.

TERMINATION

The GCHRCC public meeting terminated at 11:13 a.m.