Governance, Risk and Human Resources Committee (GCHRC) Meeting - November 29, 2013

Public Agenda

1. Approval of Agenda and Review of Agenda Order

Action: Approval

Pre-read: Agenda

Presenter: All

2. Confirmation of Public Meeting Minutes of September 28, 2013

Action: Approval

Pre-read: Minutes

Presenter: All

3. Business Arising from the Minutes and Committee Action Items Update

Action: Discussion

Pre-read: Action Item List

Presenter: All

Reports from the Governance, Risk and Human Resources Committee Chair

4. Chairs Report and Remarks

a. CEO Performance Review

Action: Information

Pre-read: -

Presenter: Chair

b. Board and Director Evaluation

Action: Information

Pre-read: -

Presenter: Chair

c. Board Skills Matrix

Action: Information

Pre-read: -

Presenter: Chair

Reports from Management

5. 2014 Director Education and Board Development

Action: Approval

Pre-read: GRHRC:2013-61

Presenter: Legal Counsel and Assistant Corporate Secretary/Board Secretary

6. 2014 GRHRC Work Plan and review of 2013 GRHRC Work Plan

Action: Information

Pre-read: GRHRC:2013-62

Presenter: Legal Counsel and Assistant Corporate Secretary/Board Secretary

7. 2014 Board and Committees Meeting Schedule

Action: Information

Pre-read: GCHRC:2013-63

Presenter: Legal Counsel and Assistant Corporate Secretary/Board Secretary

8. Shareholder Direction

Action: Information

Pre-read: GCHRC:2013-64

Presenter: Director, Strategic Planning & Stakeholder Relations

9. Subsidiary and Joint Venture Governance Framework

Action: Approval

Pre-read: GCHRC:2013-65

Presenter: Legal Counsel and Assistant Corporate Secretary/CFO

10. Performance Measures

Action: Information

Pre-read: GCHRC:2013-66

Presenter: Director, Strategic Planning & Stakeholder Relations

11. Registering Lobbyists: Update

Action: Information

Pre-read: GCHRC:2013-67

Presenter: Director, Strategic Planning & Stakeholder Relations

12. Selection of Tenant Directors

Action: Information

Pre-read: GCHRC:2013-68

Presenter: Director, Strategic Planning & Stakeholder Relations

Public Meeting Minutes

The Governance, Risk and Human Resources Committee of Toronto Community Housing Corporation held a public meeting on November 29, 2013, in the Main Floor Conference Room, 931 Yonge Street, Toronto M4W 2H2 and via teleconference, commencing at 9:01 a.m.

Committee Directors present:

Christian Buhagiar, Chair

Munira Abukar

Councillor Ana Bailao

Jennifer Wood (via teleconference)

Regrets:

none

Other Directors present:

Catherine Wilkinson

Also present:

Marta Asturi, Legal Counsel and Assistant Corporate Secretary

Jason Gorel, Chief Financial Officer

Ismail Ibrahim, Interim General Counsel

Hugh Lawson, Director of Strategic Planning and Shareholder Relations

Janice Lewkoski, Board Secretary

Katheleen Llewellyn-Thomas, Chief Operating Officer

Michael Vear, Chief Internal Auditor

A quorum being present, the Chair called the meeting to order and Ms. Mirela Bolentiru served as recording secretary.

Item 1 – Approval of Agenda

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

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.

The Committee Chair declared a conflict of interest with respect to Item 5 “2014 Director Education and Board Development” as his employer was mentioned in the report and abstained from voting on that item.

Item 2 – Confirmation of Public Minutes of September 20, 2013

The Governance, Risk and Human Resources Committee unanimously confirmed the minutes of September 20, 2013.

Item 3 – Business Arising from the Minutes and Committee Action Items Update

A discussion ensued, including the following highlights:

• The Committee requested that staff report back on the status of a policy on political donations.
• Enterprise Risk Management (ERM) – discussion on reporting cycle for the year end. The Committee further noted that the development of an ERM framework is a high priority for TCHC and for GRHRC’s 2014 work plan.
• Discussion on the status of all Committee Work Plans and presentation on high performance employees to the Committee in 2014.

The Governance, Risk and Human Resources Committee unanimously received the report for information.

Councillor Anna Bailao joined the meeting at 9:14 a.m.

Item 4 – Report and Remarks from the Committee Chair, Verbal

The Committee Chair provided a briefing to the Committee on the following matters:

• President and CEO Performance Review
  • An external consultant has been retained to assist with the review of the executive compensation process, and met with the President and CEO last week in preparation for the January 2014 Executive Compensation Subcommittee meeting.
  • Discussion on the process and timelines – target deadline of February 2014 for reporting to the Board of Directors.
• Board and Director Evaluation
  • The Chair of the Board of Directors, Legal Counsel and Assistant Corporate Secretary and the Committee Chair met with an external consultant, who has been retained to assist with the Board and Director evaluation process.
  • Surveys will be circulated to Board members with respect to individual director performance and performance as a whole for Committees and the Board.
  • Also undertaking a 360 review of the Board of Directors. The consultant will interview the executive officers, Shareholder representatives and other related stakeholders.
  • The evaluation process is a comprehensive and thorough task in itself, which is a great learning tool for a well functioning Board of Directors.
  • Timeline- Reporting results of the evaluation process to the Board in February 2014.
• Board Skills Matrix
  • The Committee Chair distributed hard copies of his e-mail correspondence to the Committee dated November 22, 2013, seeking feedback from the Committee on the proposed list of skills to makeup the skills matrix.
  • The list will be used by the consultant as part of the board evaluation process, noting any deficiencies in actual skills among directors with the overall matrix for the board.
  • The Committee noted that communications and stakeholders relations should be added to the skills matrix.

Ms. Munira Abukar joined the meeting at 9:32 a.m.

The Committee adjourned the public session and held a closed meeting at 9:37 a.m. to discuss the confidential agenda Item H. The Committee adjourned the closed meeting session and resumed the public session at 9:58 a.m.

Item 5 – 2014 Director Education and Board Development, GRHRC:2013-61

The Governance, Risk and Human Resources Committee had before it the above-captioned report (GRHRC:2013-61) from the President and Chief Executive Officer.

A discussion ensued, including the following:

• The Committee discussed a standard orientation program for new Board members. Under the Director Education and Board Development Policy, the Chief Executive Officer and the Corporate Secretary will design and carry out the orientation program.
• The Committee discussed the budget set aside for the external advisor to conduct the annual board and director evaluation and noted that in future years consideration be given to whether such a thorough process is necessary each year.
• The Committee supported ongoing education for board members on the inner workings of the Corporation.

Motion carried

The Governance, Risk and Human Resources Committee unanimously adopted the report and recommended that the report be forwarded to the Board of Directors for information.

Item 6 – 2014 GRHRC Work Plan and Review of 2013 GRHRC Work Plan, GRHRC:2013-62

The Governance, Risk and Human Resources Committee had before it the above-captioned report (GRHRC:2013-62) from the President and Chief Executive Officer.

A discussion ensued, including the following:

• The Committee noted that the tenant selection process should be addressed in the 2014 Work Plan for GRHRC.
• The Committee also noted the GRHRC’s mandate is to review the other Committees’ Work Plans, which will take place in Q1 2014 once the other Committees have reviewed and submitted their 2014 Work Plans.

Motion carried

The Governance, Risk and Human Resources Committee unanimously received the report for information.

Item 7 – 2014 Board and Committees Meeting Schedule, GRHRC:2013-63

The Governance, Risk and Human Resources Committee had before it the above-captioned report (GRHRC:2013-63) from the President and Chief Executive Officer.

A discussion ensued addressing the following matters:

• The Committee requested a special GRHRC closed meeting to discuss the high performance employees.
• Discussion on the 2014 meeting schedule:
  • Clarification with respect to the timing of the Chief Internal Auditor’s 2013 Review.
  • Necessity of holding two Board meetings in April: a regular meeting and a special meeting and the possibility of combining the two meetings into one meeting, and the rationale for holding a special Board meeting in November.
  • Necessity of holding three CAAC meetings in three consecutive months: September (a regular meeting to discuss high level information with respect to the 2015 budget), October (a special meeting) and November (a regular meeting).
  • The Committee recommended that no meetings should be scheduled two weeks prior to municipal elections.
  • Discussion on the frequency of meetings. The calendar proposed is based on quarterly reporting to Committees with special Committee/Board meetings scheduled to address reporting matters that did not fall in the quarterly cycle.
  • The Committee discussed the value of evening Board meetings in the TCHC communities.
• The Committee agreed that the report will not be an agenda item at the next Board meeting and requested that the report be posted on the Board Portal for information.

Motion carried

The Governance, Risk and Human Resources Committee unanimously received the report for information and recommended that the report be posted on the Board Portal for information.

Item 8 – Shareholder Direction, GRHRC:2013-64

The Governance, Risk and Human Resources Committee had before it the above-captioned report (GRHRC:2013-64) from the President and Chief Executive Officer.

A discussion ensued, including the following highlights:

• Accountability – Chief Operating Officer, General Counsel and Corporate Secretary and the Senior Director of Strategic Relations and Stakeholders will oversee the implementation of changes required within the Corporation, to be in line with the new Shareholder Direction.
• Next steps with respect to timely communication to the residents of the new Shareholder Direction and the subsequent changes required within the Corporation, for transparency reasons. A communications strategy to residents will be posted on the external website in 2014.

Motion carried

The Governance, Risk and Human Resources Committee unanimously received the report for information

Item 9 – Subsidiary and Joint Venture Governance Framework, GRHRC:2013-65

Item Deferred

The Governance, Risk and Human Resources Committee had before it the above-captioned report (GRHRC:2013-65) from the President and Chief Executive Officer.

A discussion ensued, including the following highlights:

• The Committee noted the Auditor General’s recommendations included a review of TCHC’s subsidiary governance framework.
• The subsidiary governance framework presented incorporates the provisions related to subsidiaries and joint ventures in the amended Shareholder Direction.
• The Committee requested feedback from all Committee members by next Monday December 2, 2013.

Item 10 – Performance Measures, GRHRC:2013-66

The Governance, Risk and Human Resources Committee had before it the above-captioned report (GRHRC:2013-66) from the President and Chief Executive Officer.

Motion carried

The Governance, Risk and Human Resources Committee unanimously received the report for information.

Item 11 – Registering Lobbyists: Update, GRHRC:2013-67

The Governance, Risk and Human Resources Committee had before it the above-captioned report (GRHRC:2013-67) from the President and Chief Executive Officer.

A discussion ensued, including the following highlights:

• The Committee noted that registering lobbyists was not mandatory for TCHC, but is a step forward to increase transparency and accountability for Toronto Community Housing.
• The Committee discussed the launching date of the registry and the posting of information on the external website as part of the registry process.

Motion carried

The Governance, Risk and Human Resources Committee unanimously received the report for information.

Item 12 – Selection of Tenant Directors, GRHRC:2013-68

The Governance, Risk and Human Resources Committee had before it the above-captioned report (GRHRC:2013-68) from the President and Chief Executive Officer.

A discussion ensued, including the following highlights:

• The Committee clarified that the report was provided to the Committee for a better understanding of the selection process of the resident representatives on the Board of Directors and to offer comparable data from other similar organizations with respect to the number of the resident directors and their selection process.
• The selection process of the resident directors falls under the GRHRC Terms of Reference while the resident engagement process falls under the Resident Services Committee.
• In 2014, the Committee will revisit the current selection process of resident directors.

Motion carried

The Governance, Risk and Human Resources Committee unanimously received the report for information.

PUBLIC MEETING PROCEEDINGS

The Governance, Risk and Human Resources Committee terminated the public meeting at 10:57 a.m.