Governance, Risk and Human Resources Committee (GCHRC) Meeting - September 20, 2013
Friday, September 20, 2013
8:30 a.m. to 11:30 a.m.
Ground Floor Boardroom
931 Yonge Street, Toronto
Event description
Archived meeting. See Agenda and Minutes below.
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 August 8, 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
Action: Information
Pre-read: -
Presenter: Chair
Reports from Management
5. Compliance Reporting, Q2 2013
Action: Information
Pre-read: GRHRC:2013-48
Presenter: Interim Functional Lead, Legal Services
6. External Directorship Nominations to the HSC and ONPHA’s Board of Directors
Action: Approval
Pre-read: GRHRC:2013-49
Presenter: Legal Counsel and Assistant Corporate Secretary
7. Lobbyist Legislation and Implications
Action: Information
Pre-read: GCHRC:2013-50
Presenter: Director, Strategic Planning & Stakeholder Relations
8. Executive Compensation Subcommittee
Action: Approval
Pre-read: GCHRC:2013-51
Presenter: Legal Counsel and Assistant Corporate Secretary
Closed Meeting Agenda Items
A. Approval of Agenda and Review of Agenda Order
Action: Approval
Pre-read: Agenda
Presenter: All
B. Confirmation of Closed Meeting Minutes of August 8, 2013
Action: Approval
Pre-read: Minutes
Presenter: All
C. 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
D. Chair’s Report and Remarks
Action: Information
Pre-read: -
Presenter: Chair
Reports from the Special Governance Review Subcommittee
E. Chair's Report and Remarks
Action: Information
Pre-read: -
Presenter: Chair
Reports from Management
F. Confidential item respecting confidential information related to human resources
Action: Information
Pre-read: Verbal
Presenter: VP, Human Resources
G. Confidential item respecting matters that are or may be the subject of litigation or potential litigation, including matters before administrative tribunals, affecting the corporation
Action: Information
Pre-read: GRHRC:C2013-53
Presenter: Interim Functional Lead, Legal Services
H. Confidential item respecting an investigation by the Ombudsman that is subject to the secrecy provisions of section 173 of the City of Toronto Act
Action: Information
Pre-read: GRHRC:C2013-54
Presenter: Director, Strategic Planning & Stakeholder Relations
I. Confidential item respecting matters involving a proposed or pending transaction with a third party
Action: Information
Pre-read: GRHRC:C2013-55
Presenter: Chief Financial Officer and Risk Manager
J. Confidential item respecting matters that are not required to be disclosed under the Municipal Freedom of Information and Protection of Privacy Act, including but not limited to personal matters about identifiable individuals, a proposed or pending transaction with a third party, and recommendations of proposed policy or processes
Action: Information
Pre-read: GRHRC:C2013-56
Presenter: Chief Financial Officer
K. Confidential item respecting matters that are not required to be disclosed under the Municipal Freedom of Information and Protection of Privacy Act, including but not limited to recommendations of proposed policy or processes
Action: Information
Pre-read: GRHRC:C2013-52
Presenter: Legal Counsel and Assistant Corporate Secretary
In Camera Agenda
L. Confirmation of In Camera Meeting Minutes of August 17, 2013
Action: Approval
Pre-read: Minutes
Presenter: All
M. Committee Only
Action: -
Pre-read: -
Presenter: -
TERMINATION
ARTICLES
Board Dynamics: Not Easily Measurable But….Matters Greatly
Do Board Dynamics help or hurt board effectiveness?
Richard Leblanc, Associate Professor, Law, Governance & Ethics, York University
Public Meeting Minutes
The Governance, Risk and Human Resources Committee of Toronto Community Housing Corporation held a public meeting on September 20, 2013, in the Main Floor Conference Room, 931 Yonge Street, Toronto, commencing at 10:40 a.m.
Committee Directors present:
Christian Buhagiar, Chair
Councillor Ana Bailao
Jennifer Wood
Regrets:
Munira Abukar
Also present:
Marta Asturi, Legal Counsel and Assistant Corporate Secretary
Jason Gorel, Chief Financial Officer
Ismail Ibrahim, Legal Counsel
Hugh Lawson, Director of Strategic Planning and Shareholder Relations
Janice Lewkoski, Board Secretary
Katheleen Llewellyn-Thomas, Chief Operating Officer
Anand Maharaj, Vice President, Human Resources
Helen Trajanos, Risk Manager, Risk Management and Insurance
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 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. None were declared.
Item 2 – Confirmation of Public Minutes of August 8, 2013
The Governance, Risk and Human Resources Committee confirmed the minutes of August 8, 2013.
Item 3 – Business Arising from the Minutes and Committee Action Items Update
The Governance, Risk and Human Resources Committee received the report for information.
Item 4 – Report and Remarks from the Committee Chair, Verbal
The Committee Chair presented the following summary of the Committee’s activity and items that need to be addressed in 2014, based on priority:
- Human Resources – human capital and policies.
- Risk – develop a robust ERM framework to address the risk tolerance of the Board.
Item 5 – Compliance Reporting, Q2 2013, GRHRC:2013-48
The Governance, Risk and Human Resources Committee had before it the above-captioned report (GRHRC:2013-48) from the President and Chief Executive Officer.
A discussion ensued, including the following:
- The Director of Compliance and Legal Counsel confirmed that the Corporation is on track for compliance reporting in Q4 2013.
- A work plan and strategy to be developed to implement the ERM program in the long term.
- The Committee recommended that management report back to the Committee on different levels of compliance such as:
- Statutory obligations.
- Shareholder’s obligations.
- Tax implications.
- Contracts – how many contracts are entered into per annum and level of performance.
- Policy compliance.
The Governance, Risk and Human Resources Committee received the report for information.
Item 6 – External Directorship Nominations to the HSC and ONPHA’s Board of Directors, GRHRC:2013-49
The Governance, Risk and Human Resources Committee had before it the above-captioned report (GRHRC:2013-49) from the President and Chief Executive Officer.
A discussion ensued, including the following:
- The Committee raised and discussed the potential issue of conflict of interest, as well as dual duties of confidentiality and disclosure of TCHC nominee directors sitting on an external board whose interests may be adverse to TCHC or relate to a transaction between TCHC and the external board.
- Pertinent case of PWA Corp v Gemini Group Automated Distribution Systems Inc. provided some guidance on the duty of corporate fiduciaries to disclose confidential information in the context of dual loyalties.
- The Committee requested that management review the nominations in light of the dual loyalty issue, weigh the different ways of managing this issue and report back with a recommended approach.
Deferred
The Governance, Risk and Human Resources Committee deferred the report subject to legal review and appropriate recommendations.
Item 7 – Lobbyist Legislation and Implications, GRHRC:2013-50
The Governance, Risk and Human Resources Committee had before it the above-captioned report (GRHRC:2013-50) from the President and Chief Executive Officer.
A discussion ensued addressing the following matters:
- Background summary:
- In June 2013, the TCHC Board of Directors approved the establishment of a lobbyist registry for TCHC on a voluntary basis.
- TCHC as a public sector organization and recipient of more than $10 million in public funds fell under the requirements of the Broader Public Sector Accountability Act. This Act does not allow TCHC to use provincial funds for lobbying purposes. The Committee inquired if there were other requirements in the Act that require compliance by TCHC. Management unaware of any and will report back on this matter if any further requirements do come to light.
- Work on the lobbyist registry has been delayed due to staff vacancies. The work may resume as vacancies have been filled.
- The Committee raised the issue of whether not hiring a consultant lobbyist should be part of the policy – the Committee noted that there might be situations that would warrant hiring a consultant lobbyist.
- Status of lobbyist registry – management is working to complete this task by the end of 2013. Meetings with the City are scheduled. Once the lobbyist registry implemented, all stakeholders will be informed in due time.
Motion carried
The Governance, Risk and Human Resources Committee received the report for information.
Item 8 – Executive Compensation Subcommittee, GRHRC:2013-51
The Governance, Risk and Human Resources Committee had before it the above-captioned report (GRHRC:2013-51) from the President and Chief Executive Officer.
A discussion ensued, including the following highlights:
- Management is preparing a Request for Proposals (RFP) to retain an external advisor to undertake a 360 degree leadership assessment of the President and CEO and provide support to the Executive Compensation Subcommittee with review of the performance and compensation recommendations of the CEO and Executive Officers.
- Management is in the process of developing the scope of work and developing list of external advisors to seek proposals.
- Targeting late October or early November to complete the process to select the external advisor.
Motion carried
ON MOTION DULY MADE by Mr. Christian Buhagiar, seconded by Ms. Jennifer Wood, the Governance, Risk and Human Resources Committee adopted the report and resolved to:
- strike an Executive Compensation Subcommittee reporting to the Governance, Risk and Human Resources Committee, and approve the terms of reference set out in Attachment 1;
- appoint the Chair of the Governance, Risk and Human Resources Committee as Chair of the Executive Compensation Subcommittee, and the Board Chair and chairs of each standing committee as members of the Executive Compensation Subcommittee; and
- authorize the Chair of the Governance, Risk and Human Resources Committee, the Toronto Community Housing President & CEO and the Vice President of Human Resources (and their respective designates) to take all necessary actions and execute all documents as required to implement the above recommendations.
PUBLIC MEETING PROCEEDINGS
The Governance, Risk and Human Resources Committee terminated the public meeting at 11:14 a.m.
IN CAMERA MEETING PROCEEDINGS
The Governance, Risk and Human Resources Committee resolved to meet in camera at 11:14 a.m.
TERMINATION
The meeting of the Governance, Risk and Human Resources Committee terminated at 11:30 a.m.
Sonia Fung
Committee Secretary
Phone:
416-981-4286
Email:
Sonia.Fung@torontohousing.ca