Governance, Risk and Human Resources Committee (GCHRC) Meeting - July 31, 2012

Public Agenda

Chair’s Poll re: Conflict of Interest

Approval of Agenda and Review of Agenda Order

Confirmation of Governance, Risk and Human Resources Committee Public Minutes – March 30, 2012 and May 28, 2012

Business Arising from the Minutes and Committee Action Item List

Reports from the Governance, Risk and Human Resources Committee Chair

Chair’s Report and Remarks (Verbal)

Reports from Management

1. Board Engagement Process – CMP 2013-2015
2. Lobbyist Legislation and Implications

Closed Meeting Agenda Items

Chair’s Poll re: Conflict of Interest

Approval of Agenda and Review of Agenda Order

Confirmation of Governance Risk and Human Resources Committee Closed Meeting Minutes March 30, 2012, April 18, 2012 and May 28, 2012

Business Arising from the Minutes and Committee Action Item List

In Camera– GRHRC and CEO

Performance Discussion

Reports from Management

A. Confidential item respecting the business of the corporation (verbal)

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

F. Confidential item respecting the business of the corporation

G. Confidential item respecting the business of the corporation

H. Confidential item respecting the business of the corporation

I. Confidential item respecting the business of the corporation (verbal)

J. Confidential item respecting the business of the corporation

K. Confidential item respecting the business of the corporation

TERMINATION

Public Meeting Minutes

The Governance, Risk and Human Resources Committee of Toronto Community Housing Corporation met on July 31, 2012, in the Main Floor Conference Room, 931 Yonge Street, commencing at 2:15 p.m.

Committee Directors present:

Christian Buhagiar, Chair

Jennifer Wood

Catherine Wilkinson

Regrets:

none

Additional Directors present:

Norman (Bud) Purves, Chair of the TCHC Board of Directors

Also present:

Marta Asturi, Assistant Corporate Secretary and Legal Counsel

Michelle Haney-Kileeg, General Manager

Eugene Jones Jr., President and Chief Executive Officer

Hugh Lawson, Director - Strategic Planning & Stakeholder Relations

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

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.

Approval of Agenda

The Governance, Risk and Human Resources Committee unanimously approved the agenda as presented.

Approval of Previous Minutes March 30, 2012 and May 28, 2012

Motion carried

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

Deputations

The Committee Chair polled for any deputations to be heard at the meeting and explained the deputation process.

Mr. Clive Williams provided a verbal deputation on the Shareholder Direction.

The Committee recommended that staff discuss with the Shareholder to determine whether its Direction will be discussed in a public session or a closed meeting.

The Committee provided feedback to staff on matters related to Shareholder Direction discussions with City staff.

Item 1 – Board Engagement Process - Community Management Plan 2013-2015, GRHRC:2012-34

The Governance, Risk and Human Resources Committee had before it the above-captioned report (GRHRC:2012-34) from the President and Chief Executive Officer.

Management introduced the report to the Committee.

A discussion ensued, including the following highlights:

• TCHC will host a Stakeholder Summit in September 2012, inviting partners and stakeholders to attend, such as: provincial government, young entrepreneurial companies and housing agencies.
• In October 2012, management will hold focus group discussions with tenants and staff to affirm the direction and adjust the strategies and actions with them.
• Management will discuss the draft Community Management Plan (CMP) with the Board of Directors in October 2012, to seek its input and make adjustments where necessary.
• The President and CEO will present a final version of the CMP to the Board of Directors at its December 2012 meeting for approval. The final CMP will include implementation plans as well as resource requirements.
• The Chair of the Board of Directors recommended establishing a strategic direction towards a better organization, focused on credibility, which should articulate the Corporation’s plans and business.
• The Committee suggested that the final CMP should be presented to the Board of Directors in a public meeting. It further suggested that the name of the CMP should be changed to “Strategic Business Plan”. Management recommended that this matter be addressed in an open workshop.
• The Committee recommended that management proceed with the CMP, based on internal feedback and from the Board of Directors. Implementing strategy and monitoring its implementation is a difficult task.
• Management confirmed that there is a process in place to manage the strategy implementation and its monitoring.

Motion carried

ON MOTION DULY MADE by Ms. Catherine Wilkinson, seconded by Mr. Christian Buhagiar, the Governance, Risk and Human Resources Committee received the report and resolved to:

• Review the methods for engaging the Board in the development of the Community Management Plan; and
• Provide staff with feedback on the recommended process.

Item 2 – Lobbyist Legislation and Implications, GRHRC:2012-35

The Governance, Risk and Human Resources Committee had before it the above-captioned report (GRHRC:2012-35) from the President and Chief Executive Officer.

Management introduced the report to the Committee, including the following highlights:

• There are three different types of lobbying and TCHC staff and Board of Directors are exempted from all:
  • As in-house lobbyists (under Ontario’s Lobbyists Registration Act).
  • As lobbyists at the federal level (under the federal Office of the Commissioner of Lobbying).
  • As lobbyist at the City of Toronto.
• The Registrar of Lobbying was consulted and his response is still pending.

Motion carried

ON MOTION DULY MADE by Ms. Catherine Wilkinson, seconded by Ms. Jennifer Wood, the Governance, Risk and Human Resources Committee received this report for information.

Closed Meeting Proceedings

Motion carried

ON MOTION DULY MADE by Ms. Catherine Wilkinson, seconded by Ms. Jennifer Wood, the Governance, Risk and Human Resources Committee resolved to meet in closed meeting at 2:42 p.m. to consider items A - K.

Public Proceedings

Motion carried

At 5:02 p.m., the Chair announced the resumption of the public proceedings and the public meeting reconvened at that time.

ON MOTION DULY MADE by Ms. Catherine Wilkinson, seconded by Ms. Jennifer Wood, the Governance, Risk and Human Resources Committee ratified the actions authorized during the closed meeting.

Termination

ON MOTION DULY MADE by Ms. Catherine Wilkinson, seconded by Ms. Jennifer Wood, the meeting of the Governance, Risk and Human Resources Committee was terminated at 5:02 p.m.