Governance, Risk and Human Resources Committee (GCHRCC) Meeting - August 8, 2013

In-Camera Agenda Items

A. Committee Only

Action: -

Pre-read: -

Presenter: -

B. Confidential item respecting employment matters related to identifiable individuals

Action: Approval

Pre-read: Report not yet available

Presenter: CEO

Public Meeting Agenda

1. Approval of Agenda and Review of Agenda Order

Action: Approval

Pre-read: Agenda

Presenter: All

2. Confirmation of Public Meeting Minutes of May 15, 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, Q1 2013

Action: Information

Pre-read: GRHRC:2013-40

Presenter: General Counsel and Corporate Secretary

6. Delegation of Spending Authorities

Action: Approval

Pre-read: GRHRC:2013-41

Presenter: General Counsel and Corporate Secretary; & Chief Financial Officer

7. Elections Policy

Action: Approval

Pre-read: GCHRC:2013-42

Presenter: Director, Strategic Planning & Stakeholder Relations

8. Registering Lobbyists

Action: Approval

Pre-read: GCHRC:2013-43

Presenter: Director, Strategic Planning & Stakeholder Relations

Closed Meeting Agenda Items

C. Approval of Agenda and Review of Agenda Order

Action: Approval

Pre-read: Agenda

Presenter: All

D. Confirmation of Closed Meeting Minutes of May 15, 2013 and May 31, 2013

Action: Approval

Pre-read: Minutes

Presenter: All

E. 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

F. Chair’s Report and Remarks

Action: Information

Pre-read: -

Presenter: Chair

Reports from the Special Governance Review Subcommittee

G. 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: Approval

Pre-read: GRHRC:C2013-44

Presenter: Chair, Special Governance Review Subcommittee and General Counsel & Corporate Secretary

H. Confidential item respecting recommendations of proposed policy or processes

Action: Information

Pre-read: Verbal

Presenter: General Counsel & Corporate Secretary

Reports from Management

I. Confidential item respecting confidential information related to human resources

Action: Information

Pre-read: GRHRC:C2013-45

Presenter: VP, Human Resources

J. Confidential item respecting confidential information related to human resource issues and employment matters, including labour relations or employee negotiations

Action: Information

Pre-read: GRHRC:C2013-46

Presenter: VP, Human Resources

K. Confidential item respecting confidential information related to human resources

Action: Information

Pre-read: Verbal

Presenter: VP, Human Resources

L. Confidential item respecting legal advice that is subject to solicitor-client privilege including communications necessary for that purpose

Action: Information

Pre-read: GRHRC:C2013-47

Presenter: General Counsel & Corporate Secretary

ARTICLES

Institute of Internal Auditors (IIA) Position Paper: The Three Lines of Defense in Effective Risk Management and Control

TERMINATION

Public Meeting Minutes

The Governance, Risk and Human Resources Committee of Toronto Community Housing Corporation met on August 8, 2013, in the Main Floor Conference Room, 931 Yonge Street, Toronto, commencing at 9:43 a.m.

Committee Directors present:

Christian Buhagiar, Chair

Jennifer Wood

Regrets:

Munira Abukar

Councillor Ana Bailao

Also present:

Marta Asturi, Legal Counsel and Assistant Corporate Secretary

Jennifer Bond, Director, Labour Relations and Legal Counsel

Michelle Haney-Kileeg, Vice President, Resident Services

Hugh Lawson, Director of Strategic Planning and Shareholder Relations

Janice Lewkoski, Board Secretary

Anand Maharaj, Vice President, Human Resources

Michelle Wong, General Counsel and Corporate Secretary

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 May 15, 2013

The Governance, Risk and Human Resources Committee confirmed the minutes of May 15, 2013.

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

A discussion ensued, including the following:

• Page 1, Item 10 “Compliance Reporting, Q4 2012” – the Committee requested management to introduce the newly appointed Director of Compliance and Legal Counsel to the Committee as soon as the pending appointment is finalized.
• Page 2, Item 1 “2012 Community Management Plan Mid-Year Progress Report” – the Committee noted that ERM is not part of the Special Governance Review Committee.

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

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

There were no report and remarks presented at this time.

Item 5 – Compliance Reporting, Q1 2013, GRHRC:2013-40

The Governance, Risk and Human Resources Committee had before it the above-captioned report (GRHRC:2013-40) from the President and Chief Executive Officer.

A discussion ensued, including the following:

• The Committee noted the delay in Compliance Reporting for Q2 2013 for this Committee cycle of reports and requested management to address timely quarterly reporting when preparing the 2014 Board and Committee meeting calendar.
• Management explained that there are specific processes in place with which staff have to follow in order to confirm compliance as set out in the compliance certificate.
• The Committee recommended that management focus on key statutory and financial requirements with respect to compliance, until a process is in place to allow compliance reporting on all processes with which TCHC operates.
• Management explained that risk and compliance items will be identified through the development of the Enterprise Risk Management (ERM) program. The newly appointed Director of Compliance and Legal Counsel will develop a Work Plan.
• The Committee requested the Director of Compliance and Legal Counsel attend the next Committee meeting and provide a brief update on the development of the ERM work plan.

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

Item 6 – Delegation of Spending Authorities, GRHRC:2013-41

The Governance, Risk and Human Resources Committee had before it the above-captioned report (GRHRC:2013-41) from the President and Chief Executive Officer.

A discussion ensued, including the following:

• The Committee recommended that the Building and Investment Committee (BIC) sub-delegate its spending authority to the BIC Chair to award contracts up to $1.5 million (excluding sole source); as opposed to a Special Contract Award Subcommittee.
• The General Counsel and Corporate Secretary informed the Committee that none of the bylaw provisions bar the sub-delegation of the spending authorities from the BIC to the BIC Chair.
• The Committee agreed to approve Recommendation 1 subject to replacing “a Subcommittee” with “the BIC Chair” and to delete Recommendation 2.

Motion carried

The Governance, Risk and Human Resources Committee adopted the report with amendments and recommended that the Board of Directors:

1. Approve the amendments to the BIC Terms of Reference set out in Attachment 1 to allow delegation of spending authority by the Committee to the BIC Chair for authorization of commitments up to $1.5M, where time constraints provide that it is in the best interest of the Corporation to commit funds prior to the next scheduled BIC meeting.

Item 7 – Elections Policy, GRHRC:2013-42

The Governance, Risk and Human Resources Committee had before it the above-captioned report (GRHRC:2013-42) from the President and Chief Executive Officer.

A discussion ensued and the Committee addressed the following matters:

• The meaning of an “employee” should be well understood and its definition should be included in the draft Elections Policy, under the “Definitions” heading.
• The type of “access” should be specified.
• Whether the newsletter is part of the “communications” to residents.
• Whether the “Scope” of the Elections Policy is applicable to residents and at what extent.
  • Management explained that the scope is applicable to residents as it relates to the space available and location of election signs.
• Page 6 of the Guidelines for Elections Policy – the Committee requested amendments to the last paragraph under Section 6 which currently as written restricts or interferes with board members, other than members of council, participation in municipal campaign activities.

Motion carried

The Governance, Risk and Human Resources Committee adopted the report subject to the amendments discussed and recommended that the report be forwarded to the Board of Directors with the recommendation that the Elections Policy and Guidelines be approved.

Item 8 – Registering Lobbyists Update, GRHRC:2013-43

The Governance, Risk and Human Resources Committee had before it the above-captioned report (GRHRC:2013-43) from the President and Chief Executive Officer.

A discussion ensued, including the following highlights:

• Launch date – management informed the Committee that the launch date will be in fall 2013.
• TCHC’s own Lobbyist Policy – management explained that the TCHC will mirror the City’s approach on this matter and will follow up with City staff.

Motion carried

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

PUBLIC MEETING PROCEEDINGS

The Governance, Risk and Human Resources Committee terminated the public meeting at 10:07 a.m.

CLOSED MEETING PROCEEDINGS

The Governance, Risk and Human Resources Committee resolved to meet in closed meeting at 10:07 a.m. to consider items C to L.

IN CAMERA MEETING PROCEEDINGS

The Governance, Risk and Human Resources Committee resolved to meet in camera from 8:35 a.m. to 9:43 a.m. to consider items A, B and M.

TERMINATION

The meeting of the Governance, Risk and Human Resources Committee terminated at 10:36 a.m.