Governance, Risk and Human Resources Committee (GRHRC) Meeting - July 24, 2014

Public Agenda

1. Approval of Public Meeting Agenda and Review of Agenda Order 

Action: Committee Approval

Pre-read: Agenda

Presenter: Chair

2. Chair’s Poll re: Conflict of Interest

Action: Declaration

Pre-read

• Agenda
• Conflict of Interest Policy

Presenter: Chair

3. Confirmation of the Public Meeting Minutes of March 31, 2014

Action: Committee Approval

Pre-read: Agenda

Presenter: Chair

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

Action: Discussion

Pre-read: Action Item List

Presenter: Chair

Reports from the Governance, Risk and Human Resources Committee Chair

5. Chair’s Report and Remarks

Action: Information (5 minutes)

Pre-read: Verbal

Presenter: Chair

Enterprise Risk Management Report

6. Compliance Reporting Q1 2014

Action: Information (5 minutes)

Pre-read: GRHRC:2014-24

Presenter: Director of Compliance and Legal Counsel

Corporate Governance Reports

7. Board Orientation Handbook

Action: Information (5 minutes)

Pre-read: GRHRC:2014-25

Presenter: General Counsel and Corporate Secretary

8. Charter of the Board of Directors

Action: Discussion (10 minutes)

Pre-read: GRHRC:2014-26

Presenter: General Counsel and Corporate Secretary

Corporate Compliance Report

9. Revision to By-Law 2

Action: Committee and Board Approval (5 minutes)

Pre-read: GRHRC:2014-27

Presenter: General Counsel and Corporate Secretary

Strategic Planning Reports

10. AGM Protocol and Proxy Appointment for TCHC’s Wholly Owned Subsidiaries

Action: Committee and Board Approval (5 minutes)

Pre-read: GRHRC:2014-28

Presenter: General Counsel and Corporate Secretary

11. Revised Policy Management Framework and Updated Policy Review Schedule

Action: Information (10 minutes)

Pre-read: GRHRC:2014-29

Presenter: Director, Strategic Planning and Stakeholder Relations

Closed Meeting Agenda

A. Approval of Agenda and Review of Agenda Order

Action: Committee Approval

Pre-read: Agenda

Presenter: Chair

B. Chair’s Poll re: Conflict of Interest

Action: Declaration

Pre-read:

• Agenda
• Conflict of Interest Policy

Presenter: Chair

C. Confirmation of Closed Meeting Minutes of March 31, 2014

Action: Committee Approval

Pre-read: Minutes

Presenter: Chair

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

Action: Discussion

Pre-read: Action Item List

Presenter: Chair

Reports from the Governance, Risk and Human Resources Committee Chair

E. Chair’s Report and Remarks

Action: Information

Pre-read: Verbal Report

Presenter: Chair

Enterprise Risk Management Report

F. 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 (5 minutes)

Pre-read: GRHRC:2014-30

Presenter: General Counsel and Corporate Secretary

G. Confidential item respecting a proposed or pending transaction with a third party, and recommendations or proposed policy or processes.

Action: Information (15 minutes)

Pre-read: GRHRC:C2014-31

Presenter: General Counsel and Corporate Secretary; Andrew Green, Managing Director, Marsh Canada; and Cory Verconich, Vice President, Marsh FINPRO

H. Confidential item respecting matters involving the security of the property of the corporation and matters that are or may be the subject of litigation or potential litigation, including matters before administrative tribunals, affecting the corporation.

Action: Information (5 minutes)

Pre-read:

• Auditor General Correspondence dated
• June 26, 2014 and TCHC Management’s Response dated July 9, 2014
• Verbal Report

Presenter: General Counsel and Corporate Secretary

Human Resources Reports

I. Confidential item respecting human resource issues and employment matters, including labour relations or employee negotiations; and 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 (20 minutes)

Pre-read: GRHRC:C2014-32

Presenter: Interim VP, Human Resources

Government Relations & Corporate Communications Report

J. Confidential item 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 (10 minutes)

Pre-read: Verbal Report

Presenter: Director, Strategic Planning and Stakeholder Relations

In Camera Agenda Items

K. Confidential item respecting human resource issues and employment matters, including labour relations or employee negotiations; and 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 (5 minutes)

Pre-read: GRHRC:C2014-33

Presenter: Interim President and Chief Executive Officer

TERMINATION

Public Meeting Minutes

The Governance, Risk and Human Resources Committee (GRHRC) of Toronto Community Housing Corporation (TCHC) held a public meeting on July 24, 2014, in the Main Floor Conference Room, 931 Yonge Street, Toronto, commencing at 8:41 a.m.

Committee Directors in Attendance:

Christian Buhagiar, Chair 

Munira Abukar

Councillor Ana Bailão

Jennifer Wood

Also Present:

Marta Asturi, Legal Counsel and Assistant Corporate Secretary 

Anthi Bittner, Senior Management Advisor, City of Toronto 

Jennifer Bond, Director, Labour Relations & Legal Counsel

Ismail Ibrahim, Director of Compliance & Legal Counsel

Hugh Lawson, Director, Strategic Planning & Stakeholder Relations

Bruce Malloch, Senior Director, Strategic Communications

Rahim Moledina, Director, Learning and Organizational Development 

Greg Spearn, Interim President and Chief Executive Officer

Pamela Spencer, General Counsel and Corporate Secretary 

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 GRHRC unanimously approved the agenda subject to discussing the confidential Item G before the public items.

Item 2 - Declaration of Conflict of Interest

The Chair requested members of the GRHRC to indicate any agenda item in which they had a conflict of interest, together with the nature of the interest. None were declared.

Public Meeting Proceedings

At 8:44 a.m., the GRHRC adjourned its public session.

The GRHRC Chair asked the public to leave the meeting room and the GRHRC met in closed session at 8:44 a.m. to address confidential Item G.

The GRHRC adjourned its closed session at 9:05 a.m. 

The public was invited to return to the meeting room and the GRHRC reconvened its public session at 9:06 a.m.

Item 3 - Confirmation of the Public Meeting Minutes of March 31, 2014

The GRHRC had before it the above-captioned minutes. A discussion ensued with respect to the format of the minutes.

Motion Carried
 
ON MOTION DULY MADE by Ms. Munira Abukar, seconded by Ms. Jennifer Wood and carried, the GRHRC unanimously confirmed the minutes of March 31, 2014.

Item 4 - Business Arising from the Minutes and Committee Action Items Update

The GRHRC received progress updates on the development of a model to select a vice- chair, the nomination process of the Tenant directors, and Enterprise Risk Management (ERM) program.

Motion carried

ON MOTION DULY MADE by Ms. Munira Abukar, seconded by Ms. Jennifer Wood and carried, the GRHRC unanimously received the report for information.

Item 5 - Report and Remarks from the Committee Chair, Verbal

No report or comments presented.

Item 6 - Compliance Reporting Q1 2014, GRHRC:2014-24

The GRHRC had before it the above-captioned report (GRHRC:2014-24) from the Interim President and Chief Executive Officer.

Motion carried

ON MOTION DULY MADE by Ms. Munira Abukar, seconded by Ms. Jennifer Wood and carried, the GRHRC unanimously received the report for information.

Item 7 - Board Orientation Handbook, GRHRC:2014-25

The GRHRC had before it the above-captioned report (GRHRC:2014-25) from the General Counsel and Corporate Secretary.

A discussion ensued, including the following:

• The GRHRC noted that the Chair of the Resident Services Committee (RSC) provided editorial input for the Board Orientation Handbook by e-mail and requested management to incorporate where appropriate. 
• The Director Education and Board Development Policy provided a framework to develop the Board Orientation Handbook.
• Additional items to add to the proposed table of contents:
  • Previous minutes from the last two years; and
  • The Board of Directors’ approved policies.
• The GRHRC recommended a separate orientation handbook for each Committee.
• The GRHRC requested management to present the Board Orientation Handbook at the November GRHRC meeting. 

Motion carried

ON MOTION DULY MADE by Ms. Munira Abukar, seconded by
Ms. Jennifer Wood and carried, the GRHRC unanimously received the report for information.

Item 8 - Charter of the Board of Directors, GRHRC:2014-26

Deferred

The GRHRC had before it the above-captioned report (GRHRC:2014-26) from the General Counsel and Corporate Secretary.

A discussion ensued, addressing the following matters: 

• The GRHRC noted that the Chair of the Resident Services Committee (RSC) provided editorial input for the Board Charter by e-mail and requested management to incorporate where appropriate.
• The GRHRC noted that the Committee required additional time to review and deferred the report to the September GRHRC meeting. 

Item 9 - Revision to By-Law 2, GRHRC:2014-27

The GRHRC had before it the above-captioned report (GRHRC:2014-27) from the General Counsel and Corporate Secretary.

A discussion ensued, including the following:

• Section 8 “Indemnification of Directors and Officers”:
  • The GRHRC noted lack of consistency in language with respect to a paragraph in the report that had not been worded consistently with Section 8.01 of the By-Law No. 2, paragraph (a). The GRHRC requested that the paragraph in question be revised for language consistency.
• At the request of the GRHRC, management provided an update on the status of amendments to Financial Control By Law No. 3.

Motion carried

ON MOTION DULY MADE by Ms. Munira Abukar, seconded by Ms. Jennifer Wood and carried, the GRHRC unanimously adopted the report subject to the amendments discussed at the meeting and resolved to forward the report to the Board of Directors for approval of the following resolutions:

1. Approve the amendments to By-Law No. 2 as set out in Attachment 1; and 
2. Authorize the Board Chair, the Interim President and Chief Executive Officer, and/or the General Counsel and Corporate Secretary to submit the amendments to By-Law No. 2 as set out in Attachment 1 to the Shareholder for confirmation at its next City Council meeting.

Item 10 - AGM Protocol and Proxy Appointment for TCHC’s Wholly Owned Subsidiaries, GRHRC:2014-28

The GRHRC had before it the above-captioned report (GRHRC:2014-28) from the General Counsel and Corporate Secretary.

A discussion ensued, including the following highlights:

• Recommendation (2) (b) was amended by removing the reference to PWC as it is currently not the external auditor for all of TCHC’s wholly-owned subsidiaries.
• The GRHRC requested management to review the bylaws of TCHC’s wholly owned subsidiaries and seek amendments for those affected subsidiaries to permit AGMs via written resolution.

Motion carried

ON MOTION DULY MADE by Ms. Munira Abukar, seconded by Councillor Ana Bailão and carried, the GRHRC unanimously adopted the report subject to the revised Recommendation (2) (b) and recommended that the revised report be forwarded to the Board of Directors for approval of the following:

1. as sole shareholder, recommend convening an Annual Meeting of the Shareholder to consider all necessary matters for the following wholly-owned subsidiaries:
   • 2001064 Ontario Inc.
   • Access Housing Connections Inc.
   • Alexandra Park Development Corporation
   • Allenbury Gardens Development Corporation
   • Don Mount Court Development Corporation
   • Housing Services Inc.
   • Leslie Nymark Development Corporation
   • Railway Lands Development Corporation
   • Regent Park Development Corporation
   • Toronto Affordable Housing Fund
   • Toronto Community Housing Enterprises Inc.;
2. for wholly-owned subsidiaries that require holding an annual meeting, appoint the TCHC Interim President and Chief Executive Officer or his designate in the form attached as Appendix 1 to act as proxy for the sole Shareholder, TCHC, with all rights, at the Annual Meeting of the Shareholder of the wholly-owned subsidiaries and vote as follows:
   • receive the subsidiary’s financial statements for the fiscal year end of December 31, 2013; 
   • appoint an auditor for the wholly-owned subsidiaries for the 2014 fiscal year; and
   • approve such other matters that may properly come before the annual shareholders’ meeting, including the appointment and removal of directors;
3. for wholly-owned subsidiaries that permit written resolutions in lieu of holding a shareholder’s meeting, authorize the TCHC Interim President and Chief Executive Officer or his designate to represent the shareholder, TCHC, and conduct the annual meeting via written resolution in form attached as Appendix 2; and 
4. authorize the TCHC Interim President and Chief Executive Officer and the General Counsel and Corporate Secretary (and their respective designates) to take all actions and execute all necessary documents to implement the above resolutions.

Item 11 - Revised Policy Management Framework and Updated Policy Review Schedule, GRHRC:2014-29

The GRHRC had before it the above-captioned report (GRHRC:2014-29) from the Interim President and Chief Executive Officer.

A discussion ensued, including the following:

• The GRHRC noted that the Chair of the Resident Services Committee (RSC) provided editorial input for the Updated Policy Review Schedule by e-mail and requested management to incorporate where appropriate.
• Annual assurance to the GRHRC:
  • Page 6 of the Policy Framework provides that the Strategic Planning and Stakeholder Relations (SPSR) division is responsible for managing the review schedule and will report to the Board Committees annually on the timelines in the framework.
• The GRHRC recommended a definition list for all policies to ensure consistency amongst all the policies.
• Posting of Policies on TCHC’s Website:
  • Management reported that the policies have been posted in different places of the TCHC’s website and SPSR has been working towards gathering all policies in one place on the website. 

Motion carried

ON MOTION DULY MADE by Ms. Munira Abukar, seconded by Councillor Ana Bailão and carried, the GRHRC unanimously received the report for information.

PUBLIC MEETING PROCEEDINGS

The GRHRC terminated the public meeting at 10:13 a.m.