Governance, Communications, Human Resources and Compensation Committee (GCHRCC) Meeting - July 15, 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 June 10, 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 2016-2017 Insurance Program Review

Action: Information

Pre-read: GCHRCC:2016-32 (10 minutes)

Presenter: Director, Insurance & Risk Management – Risk

7. Policy Review - Conflict of Interest Policy for Directors of the Board

Action: Information

Pre-read: GCHRCC:2016-33 (15 minutes)

Presenter: General Counsel and Corporate Secretary (Interim)

8. Appointment of Members to the Bid Award Subcommittee

Action: Approval

Pre-read: Verbal Report (5 minutes)

Presenter: Chair, GCHRCC

9. Appointment of Members to the IT Subcommittee

Action: Approval

Pre-read: Verbal Report (5 minutes)

Presenter: Chair, GCHRCC

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 July 15, 2016, in the Main Floor Conference Room, 931 Yonge Street, Toronto, ON M4W 2H2, commencing at 10:29 a.m.

Committee Directors in Attendance:

Pamela Taylor, Chair

Catherine Wilkinson

Joseph Kennedy

Ex Officio Director in Attendance:

None

Other Directors in Attendance:

Robert Carlo

Regrets:

Councillor Joe Cressy, Vice Chair

Management Present:

Greg Spearn, President & CEO (Interim)

Wayne Tuck, Chief Operating Officer

Ismail Ibrahim, Director of Compliance and Legal Counsel

Ted Millward, Legal Counsel, Corporate

Jennifer Bond, Director, Labour Relations & Legal Counsel

Tracy Wolbaum, Director, Talent Acquisition

Hugh Lawson, Director - Strategic Planning & Stakeholder Relations

A quorum being present, the Chair called the meeting to order and Ms. Sonia Fung 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. Kennedy, seconded by Ms. Wilkinson and carried, the GCHRCC approved the agenda.

Item 2 - Declaration of Conflict of Interest

None were declared.

Item 3 - Confirmation of the Public Meeting Minutes of June 10, 2016

The Committee requested that the files of reports be posted on the public website separately in addition to a file with one package of all of the materials.

The following amendments were made to the closed meeting minutes of June 10, 2016:

• Mr. Norman (Bud) Purves is to be listed under “Ex-Officio Director in Attendance” and not under “Committee Directors in Attendance”;
• Councillor Joe Cressy is to be listed under “regrets”.
• Item 13, 2nd paragraph should read:

“Mr. Lawson reported that the Board members met with representatives of the review team on June 16th, and the executive team met on June 17th.”  

Motion carried

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

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

Regarding Item 10 – Tenant Directors – Process for Appointment,  the Committee commented that at the RSC meeting held on May 30, 2016 it was discussed that feedback be obtained on the election process from candidates who had applied in the past for the position of Tenant Director.   Management advised that a consultant will not be hired to interview past applicants, and that tenant consultations with tenants will be performed by staff. Management advised that the final report will be submitted to both RSC and GCHRCC.  

Motion carried

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

Item 5 - Chair's Remarks

No report was received from the Chair. 

Item 6 - Update on 2016-2017 Insurance Program Review, GCHRCC:2016-32

Ms. Trajanos presented the report and answered questions raised by the Committee.

Ms. Trajanos advised that the report provides information on the timeline for the annual corporate insurance coverage and recommendations by Marsh Canada. TCHC purchases insurance through Housing Services Corporation (HSC) and Marsh is the insurance broker that negotiates insurance on behalf of HSC, for TCHC and all the other social housing providers in Ontario. The policy term is November to November. Ms. Trajanos advised that a report will be brought back to the Committee in September with premium indications. TCHC also purchases insurance on top of the core HSC coverage.  

Ms. Trajanos advised that management initiated a due diligence process for the review of TCHC’s insurance needs and a cost evaluation of being in the HSC program. The review was undertaken by a division of Marsh that has no affiliation with the HSC program. The last review was done in 2013 and it was also conducted by Marsh.

Marsh reviewed existing coverage to identify any uninsured exposures and identify areas that needed to be strengthened. Marsh also conducted a cost evaluation of TCHC within the HSC program to assess if TCHC could realize cost savings from an outside broker separate from HSC program. Management will report back to the Committee with the options and related costing.

The Committee discussed the following:

1. the reason that the Directors & Officers Liability Insurance deductible may increase to $250K (page 3 of 6):  Ms. Trajanos advised that $250K is the standard deductible for corporations of TCHC’s size. Marsh is in negotiation with HSC to keep the deductible for Directors & Officers Liability Insurance at $150K.
2. the crime liability (page 4 of 6): Management clarified that “crime” refers to employee dishonesty related crime and not to crime that damages property. Management advised that the quarterly litigation update lists property claims and liability, but that specifics can be provided for acts of vandalism and crime related to property.
3. Marsh report (page 3), “flood” refers to floods that are described as an “act of god” and not flooding due to broken radiators.
4. Marsh report (page 4) “equipment breakdown: boiler & machinery” – Management clarified that “equipment” includes elevators, and advised that with TCHC’s 10 year capital repair plan, more claims are expected within the next few years and thereafter claims would decrease in number.  
5. Marsh report (page 13) under “additional living expenses”: it was stated that “in the event of total loss, that would mean only $1405/unit for tenant relocation” – Ms. Trajanos clarified that the $1405 quoted therein refers to the insured amount divided per unit in the example of 712 Wellesley. 
6. Marsh report (page 17) under “landscaping (laws, trees, shrubs, flowers): the Committee commented that overgrown tree roots often cause property damages/personal injuries and result in insurance claims. It was suggested that discussions with asset management and/or facilities management should be held to assess the situation and find solutions. 
7. Marsh report (page 18) under “vacancy”: the Committee asked for the number of buildings that had been boarded up for over 180 days – Management advised that staff is working on getting the total number and will be providing a report on vacant units to the Board in the near future.
8. Marsh report (page 34) under “property managers/other professional liability”: the last sentence of the “explanation” states that “It is noted that HSI currently purchases this coverage.” The Committee noted that “HSI” has been dissolved.  Ms. Trajanos clarified that the text was taken out of the 2013 report and the last sentence should be removed. Management further clarified that HSI does have runoff insurance coverage in case unexpected event arises.
9. Mold Remediation: the Committee asked if tenants had filed any claims with regard to mold issues.  Ms. Trajanos recalled that the number of claims has been small, possibly 1 claim was filed in the last 10 years.  Management advised that more cases were filed with the Landlord and Tenant Board applications with respect to mold.
10. Community Groups: the Committee asked about the insurance amount required of community groups, noting it was at $5 million last year. – Ms. Trajanos advised that the amount had been adjusted to $2 million and in the case of non-profit entities that cannot afford it risk management would work with them to find a solution by either lowering the amount or locating possible funding.
11. Tenant led events:  Ms. Trajanos advised that insurance is required to cover private tenant events. If the event is a tenant led program under a tenant association, it would typically be covered under TCHC’s policy.
12. Insurance providers: Ms. Trajanos advised that there is likely only select few insurers that would serve TCHC, given its size, risk exposure and reputation. Management clarified that  TCHC is bound to use HSC as per the Housing Services Act, and to change that would require a change in legislation or the consent of the Minister to exempt TCHC.  
13. Marsh review: The Committee commented that TCHC may not obtain independent advice or an entirely objective review from Marsh given it is the HSC broker. Ms. Trajanos advised that this issue was discussed with the former Chief Financial Officer. In view of the high cost of hiring an independent third party and Marsh‘s commitment to have a separate division perform the review, management opted to use Marsh.  

Action Item: Management to provide the Committee with information on the number and value of crime related claims.

Motion carried

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

Item 7 - Policy Review – Conflict of Interest Policy for Directors of the Board, GCHRCC:2016-33

Mr. Ibrahim presented the report which includes an overview of suggested changes to the content of the Conflict of Interest Policy for Directors of the Board.  Mr. Ibrahim pointed out that the current version of the Code of Conduct for Directors of the Board is dated back to 2003 and also needs to be updated.  

The Committee members were requested to review the Conflict of Interest Policy and the Code of Conduct with reference to the suggested changes and forward their feedback and comments to Ms. Taylor and Mr. Ibrahim. 

Mr. Ibrahim will combine the comments and submit draft revisions for the Committee’s review at an upcoming meeting.

Motion carried

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

Item 8 - Appointment of Members to the Bid Award Subcommittee (BAS), Verbal

The following directors put their names forward and volunteered to join the BAS: Catherine Wilkinson, Robert Carlo and Joseph Kennedy. The Committee recommended that one member of BIFAC be included on the BAS, and that the members who are appointed will choose the Chair at the first BAS meeting.

Motion carried

ON MOTION DULY MADE by Ms. Wilkinson, seconded by Mr. Kennedy and carried, the GCHRCC unanimously approved the following recommendations:

1. That the following directors be appointed to the Bid Award Subcommittee (BAS):
   1. Catherine Wilkinson;
   2. Robert Carlo; and
   3. Joseph Kennedy.
2. That a request be forwarded to BIFAC to appoint one BIFAC member to the BAS. 
3. That the members appointed to the BAS appoint the chair at the first meeting held by the BAS.

Item 9 - Appointment of Members to the IT Subcommittee (ITS), GCHRCC:2016-21

The following directors put their names forward and volunteered to join the ITS: Kevin Marshman and Pamela Taylor.  

Motion carried

ON MOTION DULY MADE by Ms. Wilkinson, seconded by Mr. Kennedy and carried, the GCHRCC unanimously approved that the following Board members be appointed to the IT Subcommittee:

1. Kevin Marshman; and
2. Pamela Taylor, to serve as IT Subcommittee Chair.

TERMINATION

The GCHRCC public meeting terminated at 11:12 a.m.