Governance, Communications, Human Resources and Compensation Committee (GCHRCC) Meeting - February 9, 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 November 13, 2015

Action: Information

Pre-read: Action Item List

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. 2016 GCHRCC Work Plan and 2015 GCHRCC Work Plan Review

Action: Committee Approval

Pre-read: GCHRCC:2016-01 (10 minutes)

Presenter: General Counsel and Corporate Secretary (Interim)

7. Review of All Committee Charters

Action: Information and Discussion

Pre-read: GCHRCC:2016-02 (20 minutes)

Presenter: General Counsel and Corporate Secretary (Interim)

8. Board Procedures

Action: Committee and Board Approval

Pre-read: GCHRCC:2016-03 (10 minutes)

Presenter: General Counsel and Corporate Secretary (Interim)

9. Amended Subsidiary and Joint Venture Governance Framework

Action: Committee and Board Approval

Pre-read: GCHRCC:2016-04 (10 minutes)

Presenter: General Counsel and Corporate Secretary (Interim)

10. Vice Chair Appointment

Action: Committee and Board Approval

Pre-read: GCHRCC:2016-05 (10 minutes)

Presenter: General Counsel and Corporate Secretary (Interim)

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 February 9, 2016, in the Main Floor Conference Room, 931 Yonge Street, Toronto, ON M4W 2H2, commencing at 10:02 a.m.

Committee Directors in Attendance:

Pamela Taylor, Chair

Joseph Kennedy

Catherine Wilkinson

Other Director in Attendance:

Kevin Marshman

Committee Director Absent:

Councillor Joe Cressy, Vice Chair

Management Present:

Marta Asturi, Legal Counsel & Assistant Corporate Secretary

Cathy Barker, Vice President, Human Resources

Jennifer Bond, Director, Labour Relations & Legal Counsel

Ismail Ibrahim, Interim General Counsel and Corporate Secretary 

Bruce Malloch, Director, Strategic Communications

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

Helen Trajanos, Director, Insurance & Risk Management

Lindsay Viets, Business Planner

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 public meeting agenda was approved with the following changes:

• Item 3 - Confirmation of the GCHCRCC Public Meeting Minutes of November 13, 2015 – Deferred to the next GCHRCC Meeting.
• Item 6 – 2016 GCHRCC Work Plan and 2015 GCHRCC Work Plan Review – changed to an information report.
• Item 10 – Vice Chair Appointment – changed to an information report.

Motion carried

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

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 November 13, 2015

This item is deferred to the next GCHRCC Meeting. 

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

The Board discussed the report with Management and requested Management to remove prior completed items and to add specific dates in the ‘Target Dates’ column.

Motion carried

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

Item 5 - Chair's Remarks

The Chair welcomed everyone to today’s GCHRCC meeting and acknowledged the immense work needed to be done this upcoming year. The Chair and GCHRCC members introduced themselves to all in attendance given that it was the first meeting of the year and the GCHRCC has newly appointed members. Lastly, the Chair thanked all staff for their hard work and understands that TCHC’s goal is to make the organization the best it can be and the Board and Management will work together to achieve this goal.

Item 6 - 2016 GCHRCC Work Plan and 2015 GCHRCC Work Plan Review, GCHRCC:2016-01

The GCHRCC had before it the above-captioned report (GCHRCC:2016-01) from the General Counsel & Corporate Secretary (Interim).  

Mr. Ibrahim presented the report and responded to questions raised by GCHRCC members.  

Motion carried

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

Item 7 - Review of All Committee Charters, GCHRCC:2016-02

The GCHRCC had before it the above-captioned report (GCHRCC:2016-02) from the General Counsel & Corporate Secretary (Interim).  

Mr. Ibrahim presented the report and answered questions raised by GCHRCC members. The GCHRCC and Management had a lengthy discussion.  The Chair advised GCHRCC and Management that she has requested the Chair of the Building Investment, Finance and Audit Committee (BIFAC), and the Chair of Resident Services Committee (RSC) to review and provide her with comment on their respective Committee Charters.  

In addition, the Chair requested for a review of the delegated financial signing authority in each charter and for the structure of each charter to be examined.  Lastly, the Chair also requested that OCHE’s reporting relationship be re-evaluated.

Motion carried

ON MOTION DULY MADE by Ms. Wilkinson, seconded by Mr. Kennedy and carried, the GCHRCC received the report for information subject to report coming back to GCHRCC pending possible changes to Charters by BIFAC Chair and RSC Chair, as well as changes to the delegated financial signing authority.

Item 8 - Board Procedures, GCHRCC:2016-03

The GCHRCC had before it the above-captioned report (GCHRCC:2016-03) from the General Counsel & Corporate Secretary (Interim).  

Mr. Ibrahim presented the report to GCHRCC and a brief discussion ensued.

Motion carried

ON MOTION DULY MADE by Ms. Wilkinson, seconded by Mr. Kennedy and carried, the GCHRCC unanimously approved and resolved to forward to the Board of Directors the following recommendations for approval:

1. TCHC adopt a monthly board meetings schedule; and
2. TCHC transition to a paperless process for board, committee, and subsidiary meetings starting March 1, 2015.

Item 9 - Amended Subsidiary and Joint Venture Governance Framework, GCHRCC:2016-04

The GCHRCC had before it the above-captioned report (GCHRCC:2016-04) from the General Counsel & Corporate Secretary (Interim).  

Motion carried

ON MOTION DULY MADE by Mr. Kennedy, seconded by Ms. Wilkinson and carried, the GCHRCC unanimously approved and resolved to forward to the Board of Directors the following recommendations for approval:

1. approve the Amended Subsidiary and Joint Venture Governance Framework attached as Appendix 1 to this report; and
2. forward the Amended Subsidiary and Joint Venture Governance Framework to the City Manager’s Office as recommended by the City of Toronto’s Auditor General.

Item 10 - Vice Chair Appointment, GCHRCC:2016-05

The GCHRCC had before it the above-captioned report (GCHRCC:2016-05) from the General Counsel & Corporate Secretary (Interim).  

Motion carried

ON MOTION DULY MADE by Ms. Wilkinson, seconded by Mr. Kennedy and carried, the GCHRCC received the report for information subject to coming back to GCHRCC after exploring other methods for selecting the Vice Chair.

PUBLIC MEETING PROCEEDINGS

ON MOTION DULY MADE by Ms. Wilkinson, seconded by Mr. Kennedy and carried, the GCHRCC resolved to terminate the public meeting at 10:57 a.m.