Governance, Risk and Human Resources Committee (GCHRC) Meeting - May 28, 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

Business Arising from the Minutes and Committee Action Item List

Reports from the Governance, Risk and Human Resources Committee Chair

1. Chair’s Report and Remarks (Verbal)

Reports from Management

2. Governance Handbook – Role of Chair, CEO, Committee Chair and Board of Directors
3. 2011 Annual General Meeting
4. Q1 2012 Quarterly Performance
5. Appoint and Confirm Toronto Community Housing Officers and Subsidiary Directors

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 and April 18, 2012

Business Arising from the Minutes and Committee Action Item List

Reports from the Governance, Risk and Human Resources Committee Chair

A. Chair’s Report and Remarks (Verbal)

Reports from Management

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

L. Confidential item respecting the business of the corporation

In camera committee members

TERMINATION

Public Meeting Minutes

The Governance, Risk and Human Resources Committee of Toronto Community Housing Corporation met on May 28, 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

Also present:

Marta Asturi, Assistant Corporate Secretary and Legal Counsel

Paul Chisholm, General Manager, Access Housing Connections Inc.

Judy Fantham, Director, Organization Development

Michelle Haney-Kileeg, General Manager

Janice Lewkoski, Board Secretary

Anand Maharaj, Director, Labour Relations and Human Resources

Bruce Malloch, Director, Strategic Communications

Tonika Morgan, Manager, Partnerships

Michael Vear, Chief Internal Auditor

Michelle Wong, Senior Legal Counsel

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

ON MOTION DULY MADE by Ms. Jennifer Wood, seconded by Ms. Catherine Wilkinson, the Governance, Risk and Human Resources Committee unanimously approved the revised agenda as amended by adding one more report from management as item L in the closed meeting agenda.

Approval of Previous Minutes March 30, 2012

ON MOTION DULY MADE by Ms. Catherine Wilkinson, seconded by Ms. Jennifer Wood, the Governance, Risk and Human Resources Committee resolved to defer the minutes to the next Committee meeting. Jennifer Wood and Catherine Wilkinson will provide their comments on the draft minutes to the Committee Chair.

Business Arising from the Minutes and Committee Action Items Update

• The General Counsel and Chief Development Officer positions were posted on the intranet on May 18th and May 25th respectively.
• The new Chief Executive Officer to be part of the process and interview.
• Feldman Daxon Partners was hired to conduct the executive searches.
• The Committee requested clarification with respect to the numbered company in relation to the definition of “ex-officio” directors. It was noted that it is a voting position and the appointment to the subsidiary as an ex-officio member is by virtue of holding another officer position, such as the Chief Executive Officer.
• The Committee asked for the status of the draft report from the town hall meetings that was received on May 17th and was to be tabled with TCSC by the COO. Management explained that the report was requested by the Board of Directors and its format is being now finalized for Board review;
• The Committee requested that a standard practice be introduced for staff and management presenting reports at this Committee and the other Committees. A 3 minute maximum presentation at the meeting table, including the following:
  • Who you are and how do you fit into the organization?
  • What are you asking the Committee to do?
  • Short synopsis of your report – assuming committee members have already read the report.

Item 2 – Governance Handbook – Role of Chair, CEO, Committee Chair and Board of Directors, GRHRC:2012-20

The Governance, Risk and Human Resources Committee had before it the above-captioned report (GRHRC:2012-20) from the Chief Executive Officer (Interim).

• Job outlines were prepared with assistance from the Committee.
• Catherine Wilkinson and Jennifer Wood will discuss and provide their comments to Ms. Michelle Haney-Kileeg and the Committee Chair on the descriptions of the mandates.
• The roles will be included in the Governance Handbook, which will be presented to the Board of Directors for approval once completed. The review of the roles can be included in the Committee annual work plan.

Motion carried

ON MOTION DULY MADE by Ms. Catherine Wilkinson, seconded by Ms. Jennifer Wood, the Governance, Risk and Human Resources Committee resolved to receive the report subject to the amendments by the Committee members on the descriptions of the mandates.

Item 3 – 2011 Annual General Meeting, GRHRC:2012-21

The Governance, Risk and Human Resources Committee had before it the above-captioned report (GRHRC:2012-21) from the Chief Executive Officer (Interim).

• Ms. Tonika Morgan introduced the report to the Committee.
• The Committee noted the importance of a formal presentation, according to requirements of the OBCA and Shareholder Direction, and the annual audited financial statements to be included in the Annual Report.
• The role of tenants was discussed with respect to the Annual General Meeting (“AGM”).
• Staff noted that consultations with tenants are held at various times in the year, including updates on accomplishments and the strategies.
• The Committee agreed that from legal rationale, an AGM is to report to the Shareholder and we need to preserve the purpose of the meeting. Shareholder’s purposes are different from tenants’ purposes.
• Holding an AGM is a statutory obligation and it should be done in the simplest way possible.
• Management asked the Committee for direction on how to report on the AGM: at the head office of the Corporation or at the City Hall during a City Council meeting?
• The Committee noted that this round will have to be finalized before summer; therefore, it recommended that due to timing, the procedure mirror last year’s which was a meeting at City Council.
• The Committee accepted management’s proposal to hold the AGM as part of City Council’s meeting but noted that board approval was not required.

Motion carried

ON MOTION DULY MADE by Ms. Jennifer Wood, seconded by Ms. Catherine Wilkinson, the Governance, Risk and Human Resources Committee resolved to receive the report and accepted management’s proposal, but the report will not be forwarded to the Board of Directors for approval.

Item 4 – Q1 2012 Quarterly Performance, GRHRC:2012-22

The Governance, Risk and Human Resources Committee had before it the above-captioned report (GRHRC:2012-22) from the Chief Executive Officer (Interim).

Mr. Anand Maharaj introduced the report and responded to the questions raised by the Committee to clarify issues with respect to Management Actions and Assumptions.

Management Actions:

• Workplace Safety and Insurance Board (WSIB): need to compare numbers with respect to AFR (accident frequency rate).
• Management to produce comparative data and report to the Committee including:
  • costs associated with disability cases and absenteeism;
  • estimate for vendor's costs (vendors for medical management of complex disability cases and absenteeism).
• EAP (employee assistance program) services are not defined. There was a discussion about need versus value of such services:
  • the utilization rate was 10.94%;
  • the Committee requested comparable data from the average industry's rates;
  • Management will report back to the Committee with more information in this respect.

Assumptions:

• There was a discussion with respect to "highly effective company,” whether it is one of the assumptions applicable to TCHC.
• The Committee requested comparable data with the industry norms, so it can determine a way to evaluate the Corporation’s status against them.

The Committee and Board of Directors will better understand the utilization of services and management of problems if the programs reported include comparable or industry norms, the Corporation’s trends and management’s approaches for improvements and/or due diligence.

The Committee noted the following:

• better reporting is required from staff to the Committee and Board of Directors; and
• not to lose sight of underperforming items.

Motion carried

ON MOTION DULY MADE by Ms. Jennifer Wood, seconded by Ms. Catherine Wilkinson, the Governance, Risk and Human Resources Committee resolved to receive the report, but the report will not be forwarded to the Board of Directors for information.

Item 5 – Appoint and Confirm Toronto Community Housing Officers and Subsidiary Directors, GRHRC:2012-23

The Governance, Risk and Human Resources Committee had before it the above-captioned report (GRHRC:2012-23) from the Assistant Corporate Secretary.

Marta Asturi introduced the report to the Committee and presented the recommendations set out in the report.

The Committee agreed with the recommendation to accept Mr. Len Koroneos’ resignations from all of his officer and director positions with TCHC and its wholly owned subsidiaries effective June 18, 2012. At this time the Committee agreed to only appoint the new President and CEO, Eugene (Gene) Jones, as an officer of TCHC. The Committee noted that discussions should be held first with the new President and CEO before proceeding with appointments on the wholly owned subsidiaries.

The following was highlighted in the Committee’s discussions:

• It was confirmed that the appointment of the Assistant Corporate Secretary was not a new appointment, but was put in place as of March 2010.
• What do we need in order to perform our legislated obligations regarding subsidiaries?
• Management noted that the minimum directors’ requirement as set out in the bylaws of the subsidiaries need to be met otherwise the subsidiaries may be in a precarious situation in that they will be unable to conduct business.
• The Committee raised the issue of timing and whether it is appropriate to go beyond Mr. Len Koroneos’ resignation and proceed with the other recommendations with respect to the subsidiaries.
• The Committee members and management were invited to provide comments about delaying decisions regarding all subsidiary director appointments.
• Management asked for clarification with respect to Access Housing Connections as notice had been given to the Directors with a request that they remain in office until spring 2012. Concerns about quorum were raised with respect to Access Housing Connections’ Board.
• Management noted to the Committee that the Shareholder Directions for Access Housing Connections and Housing Services Inc. require that the TCHC CEO sit on its Board of Directors. In terms of the development and revenue generating subsidiaries, the appointments are set out in the Subsidiary Review Task Force report which has the CEO sitting on its Boards. If the decision is to not have the CEO sit on some or any of the subsidiaries as well as to amend the other appointments noted in the report, the Subsidiary Review Task Force report should be revisited.
• The Committee requested for a list of all subsidiaries and their purposes. Management noted that such a list was report at the Corporate Affairs and Audit Committee and will be provided to this Committee.
• The Committee noted that some Board members are sitting on multiple subsidiary Boards voluntarily.
• The Committee recommended discussing this item again in fall, but to review with the new CEO and updating at the July 2012 Committee meeting.
• The Committee requested confirmation from management that this is the extent of the list of subsidiaries set out in the report affected by Mr. Koroneos’ departure, which was confirmed by management.
• In regards to recommendation #7, the Committee would like to meet Francesco LaNeve.
• The Committee noted that Don Mount Court Board of Directors is not listed in the report. Management explained that Mr. Len Koroneos is not sitting on that Board. Councillor Kelly was appointed to sit on the Don Mount Board as recommended by the Building and Investment Committee.
• The Committee asked for clarification on what InnoServ is and what does it do. Management explained that it is a revenue generating company in the business of renewable energy with particular focus in the solar panels industry.
• The Committee asked whether HSI and InnoServ are competitors. Management explained that they provide similar services.

Motion carried

ON MOTION DULY MADE by Ms. Jennifer Wood, seconded by Ms. Catherine Wilkinson, the Governance, Risk and Human Resources Committee resolved to approve the following recommendations 1, 2, 3 and 8, and deferred recommendations 4 to 7 inclusive. The Committee also resolved that recommendations 1, 2, 3 and 8 be forwarded to the Board of Directors for final ratification.

The Committee resolved to:

1. accept Len Koroneos’ resignation as Chief Executive Officer (Interim), Chief Financial Officer and Treasurer of Toronto Community Housing Corporation effective June 18, 2012;
2. appoint Eugene (Gene) Jones, Jr. as President and Chief Executive Officer of Toronto Community Housing Corporation effective June 18, 2012 and confirm the officers of Toronto Community Housing Corporation to be as follows:
   • Norman (Bud) Purves, Chair
   • Eugene (Gene) Jones, Jr., President and Chief Executive Officer
   • Michelle Haney-Kileeg, General Manager, Office of the CEO
   • Deborah Simon, Chief Operating Officer
   • Marta Asturi, Assistant Corporate Secretary
3. accept Len Koroneos’ resignation as a director of the following subsidiaries effective June 18, 2012:
   • 2001064 Ontario Inc.
   • Access Housing Connections Inc.
   • Housing Services Inc.
   • Railway Lands Development Corporation
   • Regent Park Development Corporation
   • Toronto Affordable Housing Fund
   • Toronto Community Housing Enterprises Inc.
4. approve the Board Chair, CEO or designate to take all necessary actions and execute all documents and resolutions, on behalf of Toronto Community Housing, as required to implement the above recommendations.

Closed Meeting 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 closed meeting to consider items A - L.

The Governance, Risk and Human Resources Committee resolved to meet in camera with Ms. Michelle Haney-Kileeg only at 4:10 p.m.

Ms. Michelle Haney-Kileeg left the meeting at 4:30 p.m.

Public Proceedings

Motion carried

At 4:35 p.m., the Chair announced the resumption of the public proceedings and the public meeting reconvened at that time.

The Governance, Risk and Human Resources Committee ratified the actions authorized during the closed and in camera meetings.

Termination

The meeting of the Governance, Risk and Human Resources Committee terminated at 4:35 p.m.