Governance, Risk and Human Resources Committee (GRHRC) Meeting - May 15, 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 March 27, 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. 2013 Work Plans for All Committees

Action: Information and Discussion

Pre-read: GRHRC:2013-30

Presenter: General Counsel and Corporate Secretary/Assistant Corporate Secretary

6. Communication Received from the City re AODA

Action: Information

Pre-read: GRHRC:2013-31

Presenter: Director, Strategic Planning & Stakeholder Relations

7. AGM Protocol and Proxy Appointment for Toronto Community Housing’s Wholly-Owned Subsidiaries

Action: Approval

Pre-read: GCHRC:2013-32

Presenter: General Counsel and Corporate Secretary/Assistant 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 March 27, 2013

Action: Approval

Pre-read: Minutes

Presenter: All

C. Confirmation of Closed Meeting Minutes of April 22, 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 the Special Governance Review Subcommittee

F. Chair’s Report and Remarks

a. Confidential item respecting an identifiable individual

Action: Information

Pre-read: Verbal

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

b. Confidential item respecting recommendations of proposed policy or processes

Action: Information

Pre-read: GRHRC:C2013-33

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

c. Confidential item respecting recommendations of proposed policy or processes

Action: Information

Pre-read: GRHRC:C2013-34

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

Reports from Management

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

Action: Information

Pre-read: GRHRC:C2013-35

Presenter: General Counsel & Corporate Secretary

H. Confidential item respecting confidential information related to human resources

Action: Information

Pre-read: GRHRC:C2013-36

Presenter: VP, Human Resources

I. 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:C2013-37

Presenter: General Counsel and Corporate Secretary

In Camera Agenda

J. Confidential item respecting human resource issues and employment matters

Action: Approval

Pre-read: GRHRC:C2013-38

Presenter: VP, Human Resources

Committee Only

TERMINATION

Public Meeting Minutes

The Governance, Risk and Human Resources Committee of Toronto Community Housing Corporation met on May 15, 2013, in the Main Floor Conference Room, 931 Yonge Street, Toronto, commencing at 10:32 a.m.

Committee Directors present:

Christian Buhagiar, Chair

Jennifer Wood

Councillor Ana Bailao

Regrets:

Munira Abukar

Also present:

Marta Asturi, Legal Counsel and Assistant Corporate Secretary

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.

Item 1 – Approval of Agenda

Motion carried

The Governance, Risk and Human Resources Committee approved the agenda as amended. The Committee requested an update on the replacement of the Chief Executive Officer of Don Mount Court Development Corporation (DMCDC) as a new agenda Item 8.

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 March 27, 2013

Motion carried

ON MOTION DULY MADE by Ms. Jennifer Wood, seconded by Mr. Christian Buhagiar, the Governance, Risk and Human Resources Committee confirmed the minutes of March 27, 2013. Councillor Ana Bailao abstained.

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

A discussion ensued, including the following:

• Board workshop to discuss risk oversight and ERM practices and retaining an external advisor to facilitate the discussion.

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 welcomed Councillor Ana Bailao and Ms. Munira Abukar as newly appointed Committee members.

The Committee Chair presented an overview of the Committee’s activity, including the following:

• Framing meeting agendas;
• Governance Review Subcommittee;
• Two main issues that were noted in 2013:
  • Human Resources – significant changes with respect to human capital; and
  • Risk – oversight of risk falls under this Committee’s jurisdiction.

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

Item 5 – 2013 Work Plans for All Committees, GRHRC:2013-30

The Governance, Risk and Human Resources Committee had before it the above-captioned report (GRHRC:2013-30) from the President and Chief Executive Officer.

A discussion ensued and the Committee recommended that:

• Work plans be developed in December 2013 for the fiscal year 2014.
• Timing for next year should be plotted differently and that the items may not be necessarily in the same order and time.
• There should be reporting at the end of the year with respect to completion of the tasks.
• Focus should be on providing feedback on the work plans versus approving them.
• An in depth discussion with respect to high performance employees be held and a presentation from management was requested, including details as to who are the high performance employees and the rationale that they are deemed high performers.

Motion Carried

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

Item 6 – Communication Received from the City re AODA, GRHRC:2013-31

The Governance, Risk and Human Resources Committee had before it the above-captioned report (GRHRC:2013-31) from the President and Chief Executive Officer.

A discussion ensued and the Committee:

• Requested that compliance with the AODA requirements be added to the Compliance Certificate.
• Discussed the process and noted that:
  • The group leading this process, methodology and additional expenditure for compliance were not mentioned in the report. Management explained that the process is being led by the Public Affairs division and more data will be available in 2014, subsequent to revamping the external website.

Motion carried

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

Item 7 – AGM Protocol and Proxy Appointment for Toronto Community Housing’s Wholly-Owned Subsidiaries, GRHRC:2013-32

The Governance, Risk and Human Resources Committee had before it the above-captioned report (GRHRC:2013-32) from the President and Chief Executive Officer.

The Committee discussed with management the following matters:

• Appropriateness of convening an AGM and the protocol associated with it for the wholly-owned subsidiaries with one single Shareholder (TCHC), via written resolution or by appointment of proxy.

Motion carried

ON MOTION DULY MADE by Mr. Christian Buhagiar, seconded by Councillor Ana Bailao, the Governance, Risk and Human Resources Committee adopted the report and recommended that the report be forwarded to the Board of Directors with the following recommendations:

1. as sole shareholder, recommend convening an Annual Meeting of the Shareholder to consider all necessary matters for the following wholly-owned subsidiaries:
   1. 2001064 Ontario Inc.
   2. Access Housing Connections Inc.
   3. Allenbury Gardens Development Corporation
   4. Don Mount Court Development Corporation
   5. Housing Services Inc.
   6. Railway Lands Development Corporation
   7. Regent Park Development Corporation
   8. Toronto Affordable Housing Fund
   9. Toronto Community Housing Enterprises Inc.;
2. for wholly-owned subsidiaries that require holding an annual meeting, appoint the TCHC President and CEO in the form attached as Appendix 1 to act as proxy for the sole Shareholder, Toronto Community Housing Corporation, with all rights, at the Annual Meeting of the Shareholder of the wholly-owned subsidiaries and vote as follows:
   1. receive the subsidiary’s financial statements for the fiscal year end of December 31, 2012;
   2. appoint PricewaterhouseCoopers LLP, Chartered Accountants, as the auditor for the wholly-owned subsidiaries for the 2013 fiscal year; and
   3. 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 President and CEO to represent the shareholder, Toronto Community Housing Corporation, and conduct the annual meeting via written resolution in form attached as Appendix 2; and
4. authorize the TCHC President and CEO and the Corporate Secretary (and their respective designates) to take all actions and execute all necessary documents to implement the above resolutions.

Item 8 – Don Mount Court Development Corporation (DMCDC) - Update, Verbal

A discussion ensued, including the following highlights:

• The Committee discussed the skills matrix of the DMCDC CEO to replace the current CEO. The Committee recommended someone who works in an unrelated area of the development division, preferably in finance or legal, with background experience in the winding up process.
• The financial statements of DMCDC are due at the end of May or beginning of June 2013.
• The Special Governance Review Subcommittee will review the subsidiary framework, including the governance model.

Motion carried

ON MOTION DULY MADE by Mr. Christian Buhagiar, seconded by Ms. Jennifer Wood, 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 11:12 a.m.

Closed Meeting Proceedings

The Governance, Risk and Human Resources Committee resolved to meet in closed meeting at 11:12 a.m. to consider items A to J.

Termination

The meeting of the Governance, Risk and Human Resources Committee terminated at 12:30 p.m.