Governance, Risk and Human Resources Committee (GCHRC) Meeting - March 30, 2012

Public Agenda

1. Chair’s Poll re: Conflict of Interest

2. Approval of Agenda and Review of Agenda Order

3. Approval of Previous Minutes: January 16, 2012

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

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

6. Reports from Management

A. Q4 2011 Quarterly Performance and Progress Reports

B. 2001064 Ontario Inc.

C. 2013-2015 Community Management Planning Process – verbal

D. Director Education and Board Development Budget 2012

E. Implementation of Auditor General TCH Subsidiary Recommendations: Status Report

7. Other Business

Closed Meeting Agenda Items

8. Chair’s Poll re: Conflict of Interest

9. Approval of In Camera Agenda

10. Approval of Previous In Camera Minutes: January 16, 2012

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

12. In Camera with CEO – 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

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

J. Confidential item respecting the business of the corporation

K. 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 March 30, 2012, in the Main Floor Conference Room, 931 Yonge Street, commencing at 1:13 p.m.

Committee Directors present:

Christian Buhagiar, Chair

Jennifer Wood

Catherine Wilkinson

Regrets:

none

Additional Directors present:

Jason Gorel, Chair of the Corporate Affairs and Audit Committee

Also present:

Marta Asturi, Assistant Corporate Secretary and Legal Counsel

Michelle Haney-Kileeg, General Manager

Len Koroneos, Chief Executive Officer (Interim)

Hugh Lawson, Director - Strategic Planning & Stakeholder Relations

Janice Lewkoski, Board Secretary

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. Mr. Christian Buhagiar declared a conflict with Agenda Item D. The Committee agreed to allow the Committee Chair to lead the discussion, but will not vote on the matter.

Item 2 – Approval of Agenda

Motion carried

ON MOTION DULY MADE by Ms. Jennifer Wood, seconded by Mr. Christian Buhagiar, the Governance, Risk and Human Resources Committee unanimously approved the agenda as amended by adding one more report from management as item 6F “Discussion re: Sunshine List” (verbal update).

Item 3A – approval of Previous Minutes January 16, 2012

Motion carried

ON MOTION DULY MADE by Ms. Jennifer Wood, seconded by Mr. Christian Buhagiar, 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

The Committee discussed the vacant positions of General Counsel and Corporate Secretary, Chief Financial Officer and Chief Development Officer.

The Committee recommended that the newly hired General Counsel should have a strong corporate background.

Management will post the General Counsel and Chief Development Officer positions.

Ms. Michelle Haney-Kileeg informed the Committee that the work plans for all committees are being updated to reflect terms of reference responsibilities.

Ms. Marta Asturi presented the Committee with an update on indemnity agreements. With Janice Lewkoski’s assistance, all Board members have received their individual contracts.

Item 6A – Q4 2011 Quarterly Performance and Progress Reports, GRHRC:2012-06

The Corporate Governance Committee had before it the above-captioned report (GRHRC:2012-06) from the Chief Executive Officer (Interim).

[The Committee discussed the metrics used in the reports and whether they are in keeping with other similar organizations and asked for a review of the report methodology.

In response to a question raised by the Committee Chair, Mr. Hugh Lawson informed the Committee that there are goals yet to set for the next survey. He will further discuss this matter with the staff to improve the process. The review of the report methodology is expected to be completed by Q2 2013 as the measures will be aligned with the 2013-2015 Community Management Plan.

Staff will report on long-term disability, including status, numbers, fees, comparators and remedies in fraud prevention. Ms. Michelle Haney-Kileeg will scope it out with Human Resources staff.

Mr. Hugh Lawson will provide more information at a future meeting.

Motion carried

ON MOTION DULY MADE by Ms. Jennifer Wood, seconded by Ms. Catherine Wilkinson, the Governance, Risk and Human Resources Committee received the reports and recommended that the reports be forwarded with performance measures that are below target to the Board of Directors for information.

Item 6B – 2001064 Ontario Inc., GRHRC:2012-07

The Corporate Governance Committee had before it the above-captioned report (GRHRC:2012-07) from the Chief Executive Officer (Interim).

The Committee discussed Derek Ballantyne, who is a former Chief Executive Officer of the Corporation and who was still listed as director and officer of 2001064 Ontario Inc.

The Committee requested that management double check the lease agreement for the International French School property and report back to the Committee.

The Chief Executive Officer (Interim) of the Corporation and the Building and Investment Committee Chair will be “ex-officio” directors of 2001064 Ontario Inc.

Motion carried

ON MOTION DULY MADE by Ms. Jennifer Wood, seconded by Mr. Christian Buhagiar, the Governance, Risk and Human Resources Committee adopted this report and recommended that the report be forwarded to the Board of Directors to:

1. remove Derek Ballantyne as a director and officer of 2001064 Ontario Inc.
2. elect the CEO (Interim) of Toronto Community Housing Corporation and the Building and Investment Committee Chair as ex officio directors of 2001064 Ontario Inc. in accordance with the 2010 Board Subsidiary Task Force report; and
3. approve the CEO (Interim) (or his designate) to take all necessary actions and execute all documents as required to implement the above resolution.

Item 6C – 2013-2015 Community Management Planning Process, Verbal

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

Mr. Hugh Lawson presented the Committee with a summary, including the following highlights:

• Requirement to produce the Community Management Plan; currently, proceeding with developing the plan.
• There is a process in place with certain steps to follow:
  • Strategic directors identify key focus areas or areas where strategies are needed.
  • Consultation process with tenants, staff and stakeholders.
  • The process will start with the issuance of three discussion papers.
  • Posted documents and gather feedback.
  • Stakeholder summit with panel.
  • Surveys, questionnaires, polls.
  • Focus groups assigned to work on drafts.

Consultation process with staff will be held during the summer. Staff will present the final report in fall to the Board of Directors.

Motion carried

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

Item 6D – Director Education and Board Development Budget 2012, GRHRC:2012-08

The Corporate Governance Committee had before it the above-captioned report (GRHRC:2012-08) from the Chief Executive Officer (Interim).

Ms. Michelle Haney-Kileeg provided an update on the $21,900 budget.
The Committee recommended that March 2, 2012 Board workshop be divided in two half day sessions: one session on risk oversight and one session on strategic planning.

In response to a question raised by the Committee with respect to the amount allocated to the budget compared to prior years, Mr. Len Koroneos informed the Committee that the amount of $21,900 is in line with the Operating Plan.

The Committee noted that while the total amount is appropriate, there is no detailed break down of amounts (one more than others). In the budget, the “Conferences” category is too broad, with not much funding allocated for it, while there is no dollar amount budgeted for travel.

Four workshops will be offered in 2012 to the Board members. Ms. Michelle Haney-Kileeg informed the Committee that other workshops would be at no cost for the Corporation other than internal costs.

In response to a question raised by the Committee as to whether the Corporation has a strategic planning budget, Mr. Jason Gorel informed the Committee that the process is to pick a threshold for budget, get it approved and then work with it.

Catherine Wilkinson requested flexibility for emerging conferences and a list with known housing conferences. She further requested more information with respect to the limit of the number of conferences to which a Board member is allowed to attend. In response, the Committee noted that there was no policy in this respect passed by the Board of Directors but that the Board would use appropriate discretion when approving expenditures for these activities. Staff will provide a list of conferences for the Board’s information for the fall season.

Motion carried

ON MOTION DULY MADE by Ms. Jennifer Wood, seconded by Ms. Catherine Wilkinson, the Governance, Risk and Human Resources Committee reviewed the proposed 2012 education program and supporting budget of $21,900 and recommended that the budget be forwarded to the Board of Directors for approval.

The Committee Chair abstained from voting on this matter due to his conflict.

Item 6E – Implementation of Auditor General TCH Subsidiary Recommendations: Status Report, GRHRC:2012-09; CAAC:2012-20

The Corporate Governance Committee had before it the above-captioned report (GRHRC:2012-09; CAAC:2012-20) from the Chief Executive Officer (Interim).

Due to an overlap with the Corporate Affairs and Audit Committee, the Committee requested that the Auditor General’s Fleet Report be also provided to the Governance, Risk and Human Resources Committee.

Ms. Jennifer Wood corrected an error in the Board’s motion to the Committee on page 2 of the report: “…appropriately” instead of “…inappropriately”.

Motion carried

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

Item 6F – Discussion re: Sunshine List, Verbal

The Corporate Governance Committee had before it the above-captioned verbal report.

The Committee requested that staff provide answers to the following issues raised:

• Increase in staff added to the sunshine list;
• Spike in the middle in 2007 and 2008;
• A comparison to other organizations of similar size;
• The Board of Directors be informed through its committees when the sunshine list is released each year before becoming public.

Motion carried

ON MOTION DULY MADE by Ms. Catherine Wilkinson, seconded by Ms. Jennifer Wood, the Governance, Risk and Human Resources Committee unanimously received this report for information and recommended that the management prepare an analysis to deal with the issues tabled to go together with the compensation report at the next meeting.

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 to consider items 8, 9, 10, 11, 12 and 13 A - K.

Public Proceedings

At 3:39 p.m. the Chair announced the resumption of the public proceedings and the public meeting reconvened at that time.

Motion carried

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 in camera meeting.

Adjournment

ON MOTION DULY MADE by Ms. Catherine Wilkinson, seconded by Ms. Jennifer Wood, the meeting of the Governance, Risk and Human Resources Committee was adjourned at 3:40 p.m.