Governance, Risk and Human Resources Committee (GCHRC) Meeting - January 16, 2012

Public Agenda

1. Chair’s Poll re: Conflict of Interest

2. Approval of Agenda

3. Approval of Previous Minutes: November 28, 2011

4. Business Arising from the Minutes and Committee Action Item List

5. Reports from the Governance, Risk and Human Resources Committee Chair

• Update on Implementation of Director Education and Board Development 
• Review of Committee Mandate
• Update on Committee Chairs Meeting
• Update on Tenant and Community Services Committee Town Halls

6. Reports from Management

A. Corporate Governance Handbook

7. Other Business

In Camera Agenda Items

8. Chair’s Poll re: Conflict of Interest

9. Approval of In Camera Agenda

10. Approval of Previous In Camera Minutes: November 3, 2011 and November 28, 2011

11. Business Arising from the the In Camera Minutes and Committee Action Items Update

12. Reports from the Governance, Risk and Human Resources Committee Chair

• Confidential item respecting the business of the corporation
• Confidential item respecting the business of the corporation
• Confidential item respecting the business of the corporation
• Confidential item respecting the business of the corporation

13. Reports from Management

A. Confidential item respecting the business of the corporation

B. Confidential item respecting the business of the corporation

C. Confidential item respecting the business of the corporation

D. Confidential item respecting the business of the corporation

E. Confidential item respecting the business of the corporation

14. In Camera Session

TERMINATION

Public Meeting Minutes

The Governance, Risk and Human Resources Committee of Toronto Community Housing Corporation met on January 16, 2012, in the Main Floor Conference Room, 931 Yonge Street, commencing at 12:23 p.m.

Committee Directors present:

Christian Buhagiar, Chair

Jennifer Wood

Ms. Catherine Wilkinson

Regrets:

none

Additional Directors present:

None

Also present:

Marta Asturi, Assistant Corporate Secretary and Legal Counsel

Michelle Haney-Kileeg, General Manager

Len Koroneos, Chief Executive Officer (Interim)

Brian Laur, Manager, Risk Management and Insurance

Hugh Lawson, Director - Strategic Planning & Stakeholder Relations

Michael Vear, Sr. Manager, Audit and Compliance

Michelle Wong, Legal Counsel

The Chair called the meeting to order and Ms. Mirela Bolentiru served as recording secretary.

Item 1 – Declaration of Conflict of Interest

The Chair requested members of the Governance, Risk and Human Resources Committee to indicate any agenda item in which they had a conflict of interest, together with the nature of the interest. None were declared.

Item 2 – Approval of Agenda

The Governance, Risk and Human Resources Committee unanimously approved the agenda as presented, including the adjustments circulated by the Committee Chair prior to the meeting.

Item 3 – Approval of Previous Minutes November 28, 2011

Motion carried

ON MOTION DULY MADEby Ms. Jennifer Wood, seconded by Ms. Catherine Wilkinson, the Governance, Risk and Human Resources Committee adopted the above-captioned minutes and recommended they be forwarded to the Board of Directors for information.

Item 4 – Business Arising from the Minutes and Committee Action Item List

Ms. Michelle Haney-Kileeg provided the Committee with updates with respect to the status of some action items.

Item 5A - Update on Implementation of Director Education and Board Development, Verbal Reports

The Committee Chair highlighted some action items on the policy that have to be implemented and recommended that management create an action plan for implementation. Development of an orientation program does not require immediate action as there will not likely be new directors in 2012.

Management will present an implementation plan at the next committee meeting.

The Committee Chair suggested that an appropriate member of management might be designated interim corporate secretary until such time as a permanent replacement is hired.

As per the policy, the Committee Chair confirmed that an annual survey of directors has now been completed to determine director continuing education needs. The results will be used by management to create a proposed learning plan for the board for 2012, which will be presented at the next committee meeting.

Item 5B – Review of Committee Mandate, Verbal Report

The Committee Chair recommended that additional work be done on the proposed work plans for each committee with a focus on mapping each committee responsibility onto the work plans. The Committee Chair offered to make himself available to provide guidance to management in creating the work plans. Management will refine the work plans for review by the Committee at an upcoming meeting.

Item 5C – Update on Committee Chairs Meeting, Verbal Report

The Committee Chair briefed the Committee with respect to the meeting between the Chair of the Board of Directors and Committee Chairs held a week ago on the topic of Terms of Reference for all Committees. There was a good dialogue and the Committee Chairs were cognizant of their responsibilities. The meeting was a one hour information session with focus on what the Terms of Reference mean and how to achieve effective meetings.

Item 5D – Update on Tenant and Community Services Committee Town Halls, Verbal Report

The Committee Chair updated the committee on recent meetings he attended between management and the Chair of TCSC on a proposal to implement a series of Tenant Town Hall Meetings to be run by the TCSC on behalf of the Board. A plan will be coming to the Board from TCSC in the near future.

In response to a question raised by the Committee, Ms. Michelle Haney-Kileeg confirmed that the consultations with tenants will be in addition to LeSage consultations and not instead of them.

Item 6A – Corporate Governance Handbook, GRHRC:2012-01

The Corporate Governance Committee had before it the above-captioned report (GRHRC:2012-01) from the Chief Executive Officer (Interim).

Ms. Michelle Haney-Kileeg presented the Committee with a summary of the report.

Motion carried

ON MOTION DULY MADE by Ms. Jennifer Wood, seconded by Ms. Catherine Wilkinson, the Governance, Risk and Human Resources Committee adopted the report and will:

1. develop a corporate governance handbook as part of its 2012 Work Plan; and
2. direct staff to take all necessary actions to implement recommendation 1.

In Camera Proceedings

Motion carried

ON MOTION DULY MADE by Ms. Jennifer Wood, seconded by Ms. Catherine Wilkinson, the Governance, Risk and Human Resources Committee resolved to meet in camera to consider items 8, 9, 10, 11, 12 and 13 A - E.

Adjournment

The meeting of the Governance, Risk and Human Resources Committee was adjourned at 1:15 p.m.