Governance, Risk and Human Resources Committee (GRHRC) Meeting - January 28, 2013

Public Agenda (Revised)

1. Approval of Agenda and Review of Agenda Order

Action: Approval

Pre-read: Agenda

Presenter: All

2. Confirmation of Public Meeting Minutes of July 31, 2012

Action: Approval

Pre-read: Minutes

Presenter: All

3. Confirmation of Public Meeting Minutes of September 14, 2012

Action: Approval 

Pre-read: Minutes

Presenter: All

4. Confirmation of Public Meeting Minutes of November 23, 2012

Action: Approval

Pre-read: Minutes

Presenter: All

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

Action: Discussion

Pre-read: Action Item List

Presenter: VP, Human Resources

Reports from the Governance, Risk and Human Resources Committee Chair

6A. 2012 Board and Director Evaluation

Action: Information

Pre-read: -

Presenter: Chair

6B. Board Committee Appointments

Action: Approval

Pre-read: -

Presenter: Chair

Reports from Management

7. Director Education and Board Development (2012 Annual Report and 2013 Budget), and Attendance Record

Action: Approval

Pre-read: GCHRC:2013-01

Presenter: General Counsel and Corporate Secretary

8. Appointments to Fill Director Vacancies on Subsidiary Boards

Action: Approval

Pre-read: GCHRC:2013-02

Presenter: Legal Counsel and Assistant Corporate Secretary

Closed Meeting Agenda

A. Approval of Agenda and Review of Agenda Order

Action: Approval

Pre-read: Agenda

Presenter: All

B. Confirmation of Closed Meeting Minutes of July 31, 2012

Action: Approval

Pre-read: Minutes

Presenter: All

C. Confirmation of Closed Meeting Minutes of August 14, 2012

Action: Approval

Pre-read: Minutes

Presenter: All

D. Confirmation of Closed Meeting Minutes of September 14, 2012

Action: Approval

Pre-read: Minutes

Presenter: All

E. Confirmation of Closed Meeting Minutes of October 10, 2012

Action: Approval

Pre-read: Minutes

Presenter: All

F. Confirmation of Closed Meeting Minutes of November 23, 2012

Action: Approval

Pre-read: Minutes

Presenter: All

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

Action: Discussion

Pre-read: Action Item List

Presenter: VP, Human Resources

Reports from the Governance, Risk and Human Resources Committee Chair:

H. Chair’s Report and Remarks

Action: Information

Pre-read: -

Presenter: Chair

Reports from Management

I. Confidential item respecting recommendations of proposed policy and processes

Action: Information

Pre-read: GRHRC:C2013-03

Presenter: VP, Human Resources

J. Confidential item respecting labour relations or employee negotiations

Action: Approval

Pre-read: GRHRC:C2013-04

Presenter: VP, Human Resources

K. Confidential item respecting human resources and employment matters

Action: Information

Pre-read: GRHRC:C2013-05

Presenter: VP, Human Resources

L. Confidential item respecting human resources and employment matters

Action: Information

Pre-read: GRHRC:C2013-06

Presenter: VP, Human Resources

M. Confidential item respecting human resources and employment matters

Action: Information

Pre-read: GRHRC:C2013-07

Presenter: VP, Human Resources

N. Confidential item respecting human resources and employment matters

Action: Information

Pre-read: GRHRC:C2013-08

Presenter: VP, Human Resources

O. Confidential item respecting legal advice and communications necessary for that purpose

Action: Information

Pre-read: GRHRC:C2013-09

Presenter: General Counsel and Corporate Secretary

P. Confidential item respecting recommendations of proposed policy and processes

Action: Approval

Pre-read: GRHRC:C2013-10

Presenter: Director, Strategic Communications

Q. Confidential item respecting recommendations of proposed policy and processes

Action: Approval

Pre-read: GRHRC:C2013-11

Presenter: Legal Counsel and Assistant Corporate Secretary

T. Confidential item respecting legal advice, transactions and recommendations of proposed policy and processes

Action: Approval

Pre-read: GRHRC:C2013-13

Presenter: General Counsel and Corporate Secretary

In Camera Agenda

R. Confidential item respecting employment matters related to identifiable individuals

Action: -

Pre-read: GRHRC:C2013-12

Presenter: CEO

S. Committee Only

Action: -

Pre-read: -

Presenter: -

ARTICLES

Attracting and Retaining Top Talent

TERMINATION

Public Meeting Minutes

The Governance, Risk and Human Resources Committee of Toronto Community Housing Corporation met on January 28, 2013, in the Main Floor Conference Room, 931 Yonge Street and via teleconference, commencing at 8:32 a.m.

Committee Directors present:

Christian Buhagiar, Chair

Jennifer Wood (via teleconference)

Catherine Wilkinson

Regrets:

none

Also present:

Marta Asturi, Legal Counsel and Assistant Corporate Secretary

Jason Gorel, Chief Financial Officer

Hugh Lawson, Director of Strategic Planning and Shareholder Relations

Janice Lewkoski, Board Secretary

Anand Maharaj, Vice President, Human Resources

Bruce Malloch, Director, Strategic Communications

Greg Spearn, Vice President and Chief Development Officer

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 8:32 a.m. the Committee only met in camera. At 8:52 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, subject to combining items 2, 3 and 4 (minutes) to be discussed at the same time.

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, 3 and 4 – Confirmation of Public Minutes of July 31, 2012, September 14, 2012 and November 23, 2012

Motion carried

ON MOTION DULY MADE by Ms. Catherine Wilkinson, seconded by Ms. Jennifer Wood, the Governance, Risk and Human Resources Committee confirmed the minutes of July 31, 2012, September 14, 2012 and November 23, 2012.

Item 5 – Business Arising from the Minutes and Committee Action Items Update

Motion carried

ON MOTION DULY MADE by Ms. Catherine Wilkinson, seconded by Mr. Christian Buhagiar, the Governance, Risk and Human Resources Committee received the report for information.

Item 6A – Reports from the Committee Chair 2012 Board and Director Evaluation, Verbal

The Committee Chair provided the Committee with a verbal update, noting the following:

• No results have been presented to the Board of Directors.
• A Special Governance Review Subcommittee is being considered to oversee the board and director evaluation process, an external advisor may be sought to assist with the review, and a report will be presented to the Committee and then to Board of Directors.
• The Committee Chair will re-circulate the skills matrix to all the Board members, including the newly appointed Board members.

Item 6B – Reports from the Committee Chair Board Committee Appointments, Verbal

• The Committee Chair circulated to the Committee the proposed changes to the Committee memberships, including changes to the board composition of Access Housing Connections Inc.
• The Committee also discussed striking a Special Governance Review subcommittee that will report to GRHRC.
• A discussion ensued with respect to the new Committee Chairs and the composition of each Committee.
• Each Executive Lead present at the meeting provided their respective comments and views with respect to the Committee memberships.

Motion carried

ON MOTION DULY MADE by Mr. Christian Buhagiar, seconded by Ms. Catherine Wilkinson, the Governance, Risk and Human Resources Committee adopted the proposed changes in the Committee memberships and board composition of Access Housing Connections Inc., and resolved to forward to the Board of Directors for approval.

Item 7 – Director Education and Board Development (2012 Annual Report and 2013 Budget), and Attendance Record, GRHRC:2013-01

The Governance, Risk and Human Resources Committee had before it the above-captioned report (GRHRC:2013-1) from the President and Chief Executive Officer.

A discussion ensued including the following highlights:

• The survey circulated to all the Board members and the level of responsiveness.
• The Committee noted that the Canadian Society of Corporate Secretaries was included in the Memberships and Subscriptions category within the budget for the Board education, and recommended this item be moved to the staff budget. With this change, the supporting budget put forward in the report will be adjusted to $20,560.

Motion carried

ON MOTION DULY MADE by Mr. Christian Buhagiar, seconded by Ms. Catherine Wilkinson, the Governance, Risk and Human Resources Committee:

1. received the report for information, and
2. adopted the proposed 2013 Director Education and Board Development program and supporting budget of $20,560 and recommended that it be forwarded to the Board of Directors for approval.

Item 8 – Appointments to Fill Director Vacancies on Subsidiary Boards, GRHRC:2013-02

The Governance, Risk and Human Resources Committee had before it the above-captioned report (GRHRC:2013-2) from the President and Chief Executive Officer.

A discussion ensued, including the following highlights:

• General Counsel and Corporate Secretary advised the Committee that the DMCDC Board of Directors has to be fully constituted to allow the winding up process to unfold.
• The Committee recommended the appointment of Mr. Christian Buhagiar to the DMCDC Board of Directors as he is currently on the HSI Board that is undergoing the dissolution process, and may be able to carry over that expertise upon the wind up of DMCDC.
• On RLDC Board, the Committee agreed upon the BIC Chair or designate to fill the vacancy.

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. accept the resignations of Norm Kelly as director of Railway Lands Development Corporation and Don Mount Development Corporation;
2. in accordance with the 2010 Subsidiary Review Task Force Report, elect the Building and Investment Committee (BIC) Chair (or designate) as an ex-officio director of Railway Lands Development Corporation;
3. elect Christian Buhagiar as an ex-officio director of Don Mount Court Development Corporation; and
4. approve the Board Chair, CEO or designate to take all necessary actions and execute all documents and resolutions, on behalf of TCHC, as required to implement the above recommendations.

Public Meeting Proceedings

Motion carried

The Governance, Risk and Human Resources Committee adjourned the public meeting at 9:50 a.m.

Closed Meeting Proceedings

Motion carried

The Governance, Risk and Human Resources Committee resolved to meet in closed meeting at 9:50 a.m. to consider items A to T. 

Public Proceedings

Motion carried

At 11:08 a.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 meeting.

Termination

The meeting of the Governance, Risk and Human Resources Committee terminated at 11:08 a.m.