Governance, Risk and Human Resources Committee (GRHRC) Meeting - November 23, 2012

Public Agenda

In Camera – Committee Only

Approval of Agenda and Review of Agenda Order

Chair’s Poll re: Conflict of Interest

Confirmation of Governance, Risk and Human Resources Committee Public Minutes – September 14, 2012

Business Arising from the Minutes and Committee Action Item List

Reports from the Governance, Risk and Human Resources Committee Chair

Chair’s Report and Remarks (Verbal)

Reports from Management

1. Update on Performance Measures – Human Resources
2. Corporate Governance Handbook Status
3. New Board Members – Orientation (Verbal)

Closed Meeting Agenda Items

Approval of Agenda and Review of Agenda Order

Chair’s Poll re: Conflict of Interest

Confirmation of Governance, Risk and Human Resources Committee Public Minutes –  September 14, 2012 and October 10, 2012

Business Arising from the Minutes and Committee Action Item List

Reports from the Governance, Risk and Human Resources Committee Chair

Chair’s Report and Remarks (Verbal)

Reports from Management

A. Confidential item respecting the business of the corporation

B. Confidential item respecting the business of the corporation

C. Confidential item respecting the business of the corporation (Verbal)

D. Confidential item respecting the business of the corporation – (Verbal)

E. Confidential item respecting the business of the corporation – (Verbal)

In Camera – Committee only

F. Confidential item respecting the business of the corporation 

G. Confidential item respecting an identifiable individual

TERMINATION

Public Meeting Minutes

The Governance, Risk and Human Resources Committee of Toronto Community Housing Corporation met on November 23, 2012, in the Main Floor Conference Room, 931 Yonge Street and via teleconference, commencing at 12:20 p.m.

Committee Directors present:

Christian Buhagiar, Chair

Catherine Wilkinson (via teleconference)

Jennifer Wood

Regrets:

none

Additional Directors present:

none

Also present:

Marta Asturi, Legal Counsel and Assistant Corporate Secretary

Jason Gorel, Chief Financial Officer

Michelle Haney-Kileeg, Vice President, Resident Services (Interim)

Jin Huh, Director, Organizational Development (Acting)

Hugh Lawson, Director - Strategic Planning & Stakeholder Relations

Anand Maharaj, Vice President, Human Resources

Michael Vear, Chief Internal Auditor

Michelle Wong, General Counsel and Corporate Secretary

The Chair called the meeting to order and Ms. Mirela Bolentiru served as recording secretary.

Approval of Agenda

Motion carried

ON MOTION DULY MADE by Ms. Jennifer Wood, seconded by Ms. Catherine Wilkinson, the Governance, Risk and Human Resources Committee unanimously approved the agenda, subject to adding a new agenda item: Item 4 "Appointment of Directors to the Board of TCHC’s Subsidiary InnoServ Inc."

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.

Approval of Previous Minutes September 24, 2012

The Governance, Risk and Human Resources Committee resolved to defer the above-captioned minutes to the next meeting and to provide comments off line.

Item 1 – Update on Performance Measures – Human Resources, GRHRC:2012-58

The Governance, Risk and Human Resources Committee had before it the above-captioned report (GRHRC:2012-58) from the President and Chief Executive Officer.

The Committee thanked Management for the good work in developing this first iteration of a standing report on human capital.

A discussion ensued on various matters.

The Committee suggested that (1) this report is to be addressed in the closed session due to the possibility of identifiable individuals and/or labour relations matters being discussed, (2) that the report include FTE numbers and changes in those numbers, and (3) that an additional ‘other matters’ category be included to deal with human capital updates beyond the areas presented.

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.

Item 2 – Corporate Governance Handbook Status, GRHRC:2012-59

The Governance, Risk and Human Resources Committee had before it the above-captioned report (GRHRC:2012-59) from the President and Chief Executive Officer.

The Committee discussed the timing for completion of the handbook, and suggested that as materials are completed and approved that they be added to the Board portal. The Committee further suggested that the recommendations that will follow from the first annual board and director evaluation process will serve to help complete remaining items for the handbook.

Motion carried

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

Item 3 – New Board Members – Orientation, Verbal

The Chair advised the Committee that the Shareholder is currently undertaking a process to select the citizen appointee to fill the vacancy created when Jason Gorel stepped down. In addition, the Shareholder will be re-appointing councillors to TCHC as part of the normal course of business as it re-appoints councillors across all of its committees and ABCCs. All appointments are expected to be confirmed at the Council meeting on November 26th. The citizen appointment is expected to be effective December 1st, 2012 through June 2013 and the councillor appointments from January 1st, 2013 through November 2014.

Management advised the Committee that it is currently preparing orientation materials, including necessary forms for signature and items such as contractual indemnities, along with a series of orientation meetings/tours, such that it is able to act quickly upon notification of any new or departing directors.

The Committee reminded Management that there is an extensive outline of the expected orientation process/materials in the board-approved Director Education and Board Development Policy.

Motion carried

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

Item 4 – Appointment of Directors to the Board of TCHC Subsidiary Innoserv Inc., Verbal

The Committee discussed the following:

• This new agenda item was added at the request of the Corporate Affairs and Audit Committee at its meeting held on November 23, 2012.
• The business purpose of the entity, InnoServ Inc., its relationship with TCHC, its Board composition, total number of director seats and current vacancies.
• There are currently 2 vacant spots on the Board of InnoServ Inc. that are allocated in respect of TCHC’s ownership interest through its wholly owned subsidiary, Toronto Community Housing Enterprises Inc.
• The Committee nominated TCHC’s President and CEO (or his designate) and TCHC’s CFO to be appointed “ex-officio” as members of the Board of Directors of InnoServ Inc.

Motion carried

ON MOTION DULY MADE by Ms. Jennifer Wood, seconded by Ms. Catherine Wilkinson, the Governance, Risk and Human Resources Committee resolved to recommend to the Board for approval the appointment of TCHC’s President and CEO (or his designate) and TCHC’s CFO to serve "ex-officio" as directors on the Board of Directors of InnoServ Inc.

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 1:08 p.m. to consider items A - G.

Public Proceedings

At 3:00 p.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 3:00 p.m.