Governance, Risk and Human Resources Committee (GCHRCC) Meeting - March 27, 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 January 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

Action: Information

Pre-read: -

Presenter: Chair

Reports from Management

5. External Directorship - Nomination to the Housing Services Corporation’s Board of Directors

Action: Approval

Pre-read: GRHRC:2013-15

Presenter: Legal Counsel and Assistant Corporate Secretary

6. Committee Appointments, New Committees and New Subcommittee

Action: Approval

Pre-read: GRHRC:2013-16

Presenter: General Counsel and Corporate Secretary

7. Amendments to Committee Terms of Reference: CAAC, BIC and IAC

Action: Approval

Pre-read: GCHRC:2013-28

Presenter: Legal Counsel and Assistant Corporate Secretary

8. Toronto Community Housing Revised Policy Management Framework

Action: Approval

Pre-read: GCHRC:2013-17

Presenter: Director, Strategic Planning and Stakeholder Relations

9. City Correspondence: Policy on Use of City Corporation Resources during an Election

Action: Information

Pre-read: GCHRC:2013-18

Presenter: Director, Strategic Planning and Stakeholder Relations

10. Compliance Reporting, Q4 2012

Action: Information

Pre-read: GCHRC:2013-19

Presenter: General Counsel and 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 January 28, 2013

Action: Approval

Pre-read: Minutes

Presenter: All

C. Confirmation of Closed Meeting Minutes of February 4, 2013

Action: Approval

Pre-read: Minutes

Presenter: All

D. 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

E. Chair’s Report and Remarks

Action: Information

Pre-read: -

Presenter: Chair

Reports from Management

F. Confidential item including, but not limited to identifiable individuals, a proposed or pending transaction with a third party and recommendations of proposed policy or processes

Action: Information

Pre-read: GRHRC:C2013-26

Presenter: Director, Strategic Planning and Stakeholder Relations

G. Confidential item including, but not limited to identifiable individuals, a proposed or pending transaction with a third party and recommendations of proposed policy or processes

Action: Information

Pre-read: GRHRC:C2013-20

Presenter: Director, Strategic Planning and Stakeholder Relations

H. Confidential item respecting confidential information related to human resources

Action: Information

Pre-read: GRHRC:C2013-21

Presenter: VP, Human Resources

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

Action: Information

Pre-read: GRHRC:C2013-22

Presenter: General Counsel and Corporate Secretary

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

Action: Information

Pre-read: GRHRC:C2013-23

Presenter: VP, Human Resources

K. Confidential item including, but not limited to recommendations of proposed policy or processes

Action: Approval

Pre-read: GRHRC:C2013-27

Presenter: Director, Strategic Planning and Stakeholder Relations

O. Confidential item including, but not limited to recommendations of proposed policy or processes

Action: Information

Pre-read: Verbal

Presenter: General Counsel and Corporate Secretary

In Camera Agenda

L. Confidential item respecting an identifiable individual, human resources and employment matters

Action: Approval

Pre-read: GRHRC:C2013-24

Presenter: VP, Human Resources

M. Confidential item respecting an identifiable individual, human resources and employment matters

Action: Information

Pre-read: GRHRC:C2013-25

Presenter: VP, Human Resources

N. Committee Only

Action: -

Pre-read: -

Presenter: -

P. Confidential item respecting an identifiable individual, human resources and employment matters

Action: Information and discussion

Pre-read: Verbal

Presenter: General Counsel and Corporate Secretary

TERMINATION

ARTICLE

Grand Banks Governance: Robert Crosbie looks at the unique risks facing Crown corporations 

The Journal of the Institute of Corporate Directors, Issue 166, March 2013

Public Meeting Minutes

The Governance, Risk and Human Resources Committee of Toronto Community Housing Corporation met on March 27, 2013, in the Main Floor Conference Room, 931 Yonge Street, commencing at 10:05 a.m.

Committee Directors present:

Christian Buhagiar, Chair

Jennifer Wood

Catherine Wilkinson

Regrets:

None

Also present:

Marta Asturi, Legal Counsel and Assistant Corporate Secretary

Jennifer Bond, Director, Labour Relations & Legal Counsel

Jin Huh, Director, Organizational Development (Acting)

Hugh Lawson, Director of Strategic Planning and Shareholder Relations

Janice Lewkoski, Board Secretary

Michael Vear, Chief Internal Auditor

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.

At 10:05 a.m. the Committee only met in camera. At 10:18 a.m. the public meeting resumed.

Item 1 – Approval of Agenda

Motion carried

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 January 28, 2013

Motion carried

ON MOTION DULY MADE by Mr. Christian Buhagiar, seconded by Ms. Jennifer Wood, the Governance, Risk and Human Resources Committee confirmed the minutes of January 28, 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 thanked and commended staff for the positive steps taken in moving forward the business of the Corporation, including, on the public reporting side, the implementation of the Compliance Certificate.

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

Item 5 – External Directorship - Nomination to the Housing Services Corporation’s Board of Directors, GRHRC:2013-15

The Governance, Risk and Human Resources Committee had before it the above-captioned report (GRHRC:2013-15) from the President and Chief Executive Officer.

A discussion ensued and the Committee agreed to approve the recommendations as presented in the report, subject to Michelle Wong, General Counsel and Corporate Secretary being nominated as an ex-officio director.

Motion Carried

ON MOTION DULY MADE by Ms. Catherine Wilkinson, seconded by Ms. Jennifer Wood, the Governance, Risk and Human Resources Committee approved the following recommendations:

1. Michelle Wong, General Counsel and Corporate Secretary, as an ex-officio nominee to serve on the Housing Services Corporation’s Board of Directors for a four year term, commencing on April 1, 2013 and ending on March 31, 2017; and
2. Authorize the Board Chair, Committee Chair, President and CEO or designate to take all necessary actions and execute all documents as required to implement the above resolution.

Item 6 – Committee Appointments, New Committees and New Subcommittee, GRHRC:2013-16

The Governance, Risk and Human Resources Committee had before it the above-captioned report (GRHRC:2013-16) from the President and Chief Executive Officer.

A discussion ensued including the following highlights:

• The Committee noted that a Board member was appointed to sit on 3 committees, while the balance of the Board members sits only on 2 committees. Management to discuss with the Board Chair and the individual Board member.
• The Committee noted that the directors on the Building Standards and Neighbourhood Services Committee (BSNSC) did not include a tenant representative. Catherine Wilkinson volunteered to step down from the Building and Investment Committee and requested to be appointed to the BSNSC. The Committee adopted this amendment to Attachment 5 of the report, which set out the appointments of Committee members and Committee Chairs.
• The Committee noted the potential increase on Board members’ workload sitting on 2 committees, and suggested TCHC management discuss with City staff the potential to increase the Board members' compensation.

Motion carried

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

1. strike a Special Governance Review Subcommittee reporting to the Governance, Risk and Human Resources Committee and approve the terms of reference set out in Attachment 1;
2. replace the Tenant and Community Services Committee with two new committees and approve their respective terms of reference set out in Attachment 3 and 4: Resident Services Committee and Building Standards and Neighbourhood Services Committee;
3. appoint the Committee members and Committee Chairs to each of the respective Board Committees and Subcommittees as outlined and amended in Attachment 5 to this report, effective as of April 29, 2013 and until successors are appointed; and
4. authorize the President and CEO (or his designate) to take all necessary actions and execute all documents as required to implement the above resolutions.

Item 7 – Amendments to Committee Terms of Reference: CAAC, BIC and IAC, GRHRC:2013-28

The Governance, Risk and Human Resources Committee had before it the above-captioned report (GRHRC:2013-28) from the President and Chief Executive Officer.

A discussion ensued and the Committee recommended the following additional "clean up" for all Committees’ terms of reference, as noted in the amendments provided in the report:

• Replace "MFIPPA" with the full name of the Act.
• Replace "in camera" with "closed".

Motion carried

ON MOTION DULY MADE by Ms. Jennifer Wood, seconded by Ms. Catherine Wilkinson, the Governance, Risk and Human Resources Committee adopted the report and recommended that the report be forwarded to the Board of Directors for approval of the following:

1. amendments to the Corporate Affairs and Audit Committee as set out in Attachment 2;
2. amendments to the Building and Investment Committee as set out in Attachment 3;
3. amendments to the Investment Advisory Committee as set out in Attachment 3;
4. authorize the Board Chair, Committee Chair, President and CEO or designate to take all necessary actions and execute all documents as required to implement the above resolution.

Item 8 – Toronto Community Housing Revised Policy Management Framework, GRHRC;2013-17

The Governance, Risk and Human Resources Committee had before it the above-captioned report (GRHRC:2013-17) from the President and Chief Executive Officer.

A discussion ensued, including the following highlights:

• Use of consistent language across all policies.
• The Committee suggested that management consider formulating any resident policy in a plain, clear language, easy to understand by all residents.
• Emergency response policy was not articulated and the residents should be properly informed with respect to the plan in emergency situations. Management clarified to the Committee that there is no policy but the corporation has an emergency response plan in place.
• AODA requirements should be taken in consideration when issuing new policies.

Motion carried

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

• Staff will circulate to the Committee members a black lined version to note the changes in the revised framework.
• The framework will include the Legal Services Department's review of all policies.

Item 9 – City Correspondence: Policy on Use of City Corporation Resources during an Election, GRHRC:2013-18

The Governance, Risk and Human Resources Committee had before it the above-captioned report (GRHRC:2013-18) from the President and Chief Executive Officer.

A discussion ensued, including the following highlights:

• The Committee members will offer comments off line.
• Legal review required for language consistency.
• "Donations to political parties" was not articulated in the City's policy and the Committee requested management to report back on this matter.

Motion carried

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

• The Committee noted that the report does not need to be forwarded to the April 29, 2013 Board of Directors meeting, but include the City Correspondence in the April Board package with a cover report noting that the item is to be addressed at the Committee level.
• Staff will report back to the Committee with a revised corporate Election Directive on this matter, along with a policy on political donations.

Item 10 – Compliance Reporting, Q4 2012, GRHRC:2013-19

The Governance, Risk and Human Resources Committee had before it the above-captioned report (GRHRC:2013-19) from the President and Chief Executive Officer.

A discussion ensued, including the following highlights:

• The Committee commended the President and CEO and the General Counsel and Corporate Secretary on their work on compliance reporting, which is a very important step for the Corporation.
• For the processes that are in place, staff will expand the list of steps that can be certified as being in compliance with their respective processes.
• Going forward, in addition to the requirements of the current legislation and processes in place, the compliance certificate for the next quarter should also articulate that the organization, as an agency of the City of Toronto, is in compliance with its Shareholder Direction.
• Each certificate has to be signed in order to be valid when presented to the Committee and further to the Board of Directors.
• The report / certificate does not need to be forwarded to the Board of Directors as the Committee may present an update to the Board stating that a certificate has been received.

Motion carried

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

• For the next quarterly compliance certificate, provide an update on time lines for establishing processes for the balance of reporting items.
• Compliance certificate to be signed and forwarded to the Committee, and then forwarded to the Board (but does not need to be included in the April Board meeting agenda).

Public Meeting Proceedings

The Governance, Risk and Human Resources Committee adjourned the public meeting at 11:04 a.m.

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 at 11:06 a.m. to consider items A to P.

Termination

The meeting of the Governance, Risk and Human Resources Committee terminated at 1:30 p.m.