Governance, Risk and Human Resources Committee (GRHRC) Meeting - March 31, 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 November 29, 2013

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 Q3 and Q4 2013

Action: Information (5 minutes)

Pre-read: GRHRC:2014-08

Presenter: Director of Compliance and Legal Counsel

Corporate Governance Reports

7. Amendments to Committee’s Terms of Reference: RSC (re: Housing Equity Office)

Action: Committee and Board Approval (5 minutes)

Pre-read: GRHRC:2014-09

Presenter: General Counsel and Corporate Secretary

8. 2014 Work Plans for All Committees and Board

Action: Information (5 minutes)

Pre-read: GRHRC:2014-10

Presenter: General Counsel and Corporate Secretary

9. Annual Report on 2013 Director Education and Board Development, and Attendance

Action: Information (5 minutes)

Pre-read: GRHRC:2014-11

Presenter: General Counsel and Corporate Secretary

Corporate Compliance Report

10. Corporate Compliance Framework

Action: Information (15 minutes)

Pre-read: GRHRC:2014-12

Presenter: General Counsel and Corporate Secretary

Government Relations & Corporate Communications Report

11. 2014 Strategic Communications Plan

Action: Information (20 minutes)

Pre-read: GRHRC:2014-13

Presenter: Director, Strategic Communications

TERMINATION

Public Meeting Minutes

The Governance, Risk and Human Resources Committee (GRHRC) of Toronto Community Housing Corporation (TCHC) held a public meeting on March 31, 2014, in the Main Floor Conference Room, 931 Yonge Street, Toronto commencing at 8:44 a.m.

Committee Directors in Attendance:

Christian Buhagiar, Chair 

Councillor Ana Bailᾶo

Jennifer Wood

Other Directors Present:

Norman (Bud) Purves, Chair of the Board of Directors 

Committee Directors Absent:

Munira Abukar

Also Present:

Marta Asturi, Legal Counsel and Assistant Corporate Secretary 

Anand Maharaj, Vice President, Human Resources

Bruce Malloch, Senior Director, Strategic Communications

Pamela Spencer, General Counsel and Corporate Secretary 

Other Attendees:

Paul Gryglewicz, Managing Partner, Global Governance Advisors

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 as presented.

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.

Item 3 - Confirmation of the Public Meeting Minutes of November 29, 2013

ON MOTION DULY MADE by Ms. Jennifer Wood, seconded by Councillor Ana Bailᾶo and carried, the GRHRC unanimously confirmed the minutes of November 29, 2013.

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

The GRHRC discussed the status of the policy on political donations, and a potential sponsorship policy to address non-political events.

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, Q3 and Q4 2013, GRHRC:2014-08

The GRHRC had before it the above-captioned report (GRHRC:2014-08) from the President and Chief Executive Officer.

Motion carried

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

Item 7 - Amendments to Committee’s Terms of Reference: Resident Services Committee, GRHRC:2014-09

The GRHRC had before it the above-captioned report (GRHRC:2014-09) from the President and Chief Executive Officer.

The General Counsel and Corporate Secretary presented the report, outlining that the amendments to the RSC Terms of Reference are a housekeeping matter, to address the creation of the Commissioner of Housing Equity Office as previously approved by the TCHC Board.

Motion carried

ON MOTION DULY MADE by Ms. Jennifer Wood, seconded by Councillor Ana Bailᾶo and carried, the GRHRC unanimously adopted the report and resolved to forward the following recommendations to the Board of Directors for approval:

1. Amendments to the RSC Terms of Reference as set out in Attachment 1 as presented; and
2. Authorize the Board Chair, the President and Chief Executive Officer, or the General Counsel and Corporate Secretary to take all necessary actions and execute all documents as required to implement the above resolution.

Item 8 - 2014 Work Plans for All Committees and Board, GRHRC:2014-10

The GRHRC had before it the above-captioned report (GRHRC:2014-10) from the President and Chief Executive Officer.

A discussion ensued, addressing the following matters:

• The GRHRC discussed the process for analyzing the Committees’ work plans and identifying any gaps in the Committees’ mandates.  At the end of the year, each Committee will review the objectives set out in their respective work plans, and then the GRHRC will assess if the objectives in each Committee’s mandate continue to be appropriate or overlap with the mandate of another Committee.
• The GRHRC provided the following feedback for each of the Committee’s Work Plan:
  • 2014 CAAC Work Plan:
    • Financial Compliance (page 7) – the frequency of reporting should be more often than “as required”.
    • Financial and Fraud Risk (page 8) – the frequency of reporting should be more often than “as required”.
    • Subsidiaries and Joint Ventures (page 9) – reporting from subsidiaries should be considered, such as Housing Services Inc. and Housing Connections. 
  • 2014 RSC Work Plan:
    • GRHRC noted several objectives that had the potential to overlap with other Committees’ mandates.
    • Additional input is required regarding the Resident Representative Committees that will report to RSC, in contrast to those reporting to the Building Standards and Neighbourhood Safety Committee (BSNSC) to avoid duplication.
  • 2014 BSNSC Work Plan:
    • Monitoring areas of risk and the steps management has taken to control such risks – the frequency of reporting should be more often than “as required”.
  • 2014 GRHRC Work Plan:
    • Corporate Governance – 2014 Related reports:
      • Governance Handbook and Board Charter (page 1) – the target date to be adjusted.
      • Monitoring the relationship between the Board and management (page 3) – the frequency of reporting should not be “as required” but ongoing, and will be addressed in the Board evaluation process.
    • Enterprise Risk Management (ERM):
      • Monitoring the process to ensure Board and committees receive sufficient information about risk (page 6) – the frequency of reporting should not be “as required” but ongoing, and will be addressed in the Board evaluation process.
    • Human Resources, Executive Compensation, and Talent Management:
      • Succession plans and contingency preparedness (page 11) – no work / action plan was associated with the succession plans.
      • Disclosure policies and processes for compensation and related issues (page 12) –the GRHRC noted the reporting obligation to the Shareholder on executive compensation as per the amended Shareholder Direction.

Mr. Bud Purves joined the meeting at 9:10 a.m.

Motion carried

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

Item 9 - Annual Report on 2013 Director Education and Board Development, and Attendance, GRHRC:2014-11

The GRHRC had before it the above-captioned report (GRHRC:2014-11) from the President and Chief Executive Officer.

The GRHRC discussed the report, noting that it will be helpful in reviewing the Board Skills Matrix as part of the Board evaluation process.

Motion carried

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

Item 10 - Corporate Compliance Framework, GRHRC:2014-12

The GRHRC had before it the above-captioned report (GRHRC:2014-12) from the President and Chief Executive Officer.

The General Counsel and Corporate Secretary presented the report and a discussion ensued, including the following highlights:

• The Legal Services Unit has undertaken a review of TCHC’s constating documents to develop a Corporate Compliance Framework in two phases:
  • Phase 1 – Draft framework attached to the report that outlines compliance requirements and obligations to the Shareholder (City of Toronto) as set out in TCHC’s Articles of Incorporation, Bylaws and amended Shareholder Direction.  The framework delineates oversight of compliance matters to the respective committees of the Board of Directors, in accordance with their respective Terms of Reference.
  • Phase 2 – the next step of the review will be expanded to address matters related to the following, which will identify and mitigate compliance risks for TCHC and its subsidiaries:
    • Applicable Legislation including the Housing Services Act;
    • Operating Agreements;
    • Applicable City Council Directives;
    • TCHC’s Policies and Guidelines; 
    • Recommendations from External Audits or Investigations; and
    • Work plan to track material contractual obligations.
• The GRHRC noted that compliance reporting is linked to ERM, and both compliance and ERM will be addressed jointly.

Motion carried

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

TERMINATION