Governance, Risk and Human Resources Committee (GRHRC) Meeting - September 29, 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 July 24, 2014

Action: Committee Approval

Pre-read: Minutes

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

Pre-read: Verbal Report

Presenter: Chair

Corporate Governance Reports

6. Charter of the Board of Directors

Action: Committee and Board Approval (10 minutes)

Pre-read: GRHRC:2014-34

Presenter: General Counsel and Corporate Secretary

7. 2015 Director Education and Board Development

Action: Committee Approval (5 minutes)

Pre-read: GRHRC:2014-35

Presenter: General Counsel and Corporate Secretary

8. Building and Investment Committee Membership – Resignation

Action: Committee and Board Approval (5 minutes)

Pre-read: GRHRC:2014-36

Presenter: General Counsel and Corporate Secretary

9. Registering Lobbyists: Update

Action: Committee and Board Approval (10 minutes)

Pre-read: GRHRC:2014-37

Presenter: Director, Strategic Planning and Stakeholder Relations

10. Tenant Directors – Process for Appointment

Action: Information (10 minutes)

Pre-read: GRHRC:2014-38

Presenter: General Counsel and Corporate Secretary

Corporate Compliance Report

11. Compliance Reporting, Q2-2014

Action: Information (5 minutes)

Pre-read: GRHRC:2014-39

Presenter: Director of Compliance and Legal Counsel

12. Political Contributions

Action: Information (5 minutes)

Pre-read: GRHRC:2014-40

Presenter: General Counsel and Corporate Secretary

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 July 24, 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 Reports

F. Confidential item respecting matters involving a proposed or pending transaction with a third party

Action: Committee and Board Approval (25 minutes)

Pre-read: GRHRC:C2014-41

Presenter:

• General Counsel and Corporate Secretary;
• Manager, Insurance and Risk Management
• Lyne Erwin, Managing Director, National Commercial Program Leader, Marsh Canada Limited;
• Lily Yu, Marsh Canada Limited;
• Brian Laur, Director, Insurance Services, Housing Services Corporation

G. 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:C2014-42

Presenter:

• General Counsel and Corporate Secretary; 
• Director of Compliance and Legal Counsel

H. 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 (10 minutes)

Pre-read: GRHRC:C2014-43

Presenter: Interim Vice President, Human Resources

Government Relations & Corporate Communications Report:

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 personal matters about identifiable individuals, and recommendations of proposed policy or processes

Action: Information (10 minutes)

Pre-read: GRHRC:C2014-44

Presenter: Director, Strategic Planning and Stakeholder Relations

In Camera Agenda Items

J. Draft BTC Minutes of September 5, 2014

Action: Information

Pre-read: Minutes

Presenter: Chair

K. Confidential item respecting human resource issues and employment matters

Action: Approval (10 minutes)

Pre-read: GRHRC:C2014-45

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 September 29, 2014, in the Main Floor Conference Room, 931 Yonge Street, Toronto, ON M4W 2H2, commencing at 8:34 a.m.

Committee Directors in Attendance:

Christian Buhagiar, Chair

Jennifer Wood

Ex-Officio Director in Attendance:

Norman (Bud) Purves

Committee Directors Absent:

Munira Abukar (on a leave of absence)

Councillor Ana Bailão

Also Present:

Marta Asturi, Legal Counsel and Assistant Corporate Secretary 

Hugh Lawson, Director, Strategic Planning & Stakeholder Relations

Pamela Spencer, 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

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. The Chair declared a conflict of interest with respect to Agenda Item 7 “2015 Director Education and Board Development” due to his employment with the Institute of Corporate Directors.

Item 3 - Confirmation of the Public Meeting Minutes of July 24, 2014

The GRHRC had before it the above-captioned minutes.  

Motion carried

ON MOTION DULY MADE by Ms. Wood, seconded by Mr. Buhagiar and carried, the GRHRC unanimously confirmed the public minutes of July 24, 2014.

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

The GRHRC requested Management to bring forward at the next GRHRC meeting amendments to the Bylaws of Access Housing Connections Inc. to permit its Annual General Meeting to be held via written resolution.
The GRHRC unanimously received the report for information.

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

The GRHRC Chair raised the following items for discussion:

• The GRHRC Special Governance Review Subcommittee:
  • The GRHRC agreed that this Subcommittee’s mandate has been substantially completed and that it be dissolved.
• Board of Directors Performance Review:
  • Action Item: The GRHRC requested Management to add to the next GRHRC meeting agenda a discussion on the review of the Directors Skills Matrix, with a focus on addressing any gaps in the Directors Skills Matrix.

Item 6 - Charter of the Board of Directors, GRHRC:2014-34

The GRHRC had before it the above-captioned report (GRHRC:2014-34) from the General Counsel and Corporate Secretary.

A discussion ensued, including the following:

• The intent of the report was to obtain the GRHRC’s feedback with respect to the draft Charter of the Board of Directors before forwarding the final draft to the Board of Directors for its approval.
• It is good governance practice for the Board to create a comprehensive Charter articulating clearly the structure, process, roles and responsibilities of the Directors, the Board Chair, the Board of Directors as a whole and the Committees of the Board.  Once the Charter is approved, it will be mapped to the Compliance Framework and to the Terms of References of the Board Committees.
• Comments from the GRHRC:
  • Section A. Strategic Planning and Mission, Vision and Values:
    • The GRHRC recommended a clear articulation of TCHC’s business.
  • Section D. Risk Identification and Oversight:
    • Second bullet – it was recommended that the word “oversees” be replaced with the word “approves” as Management’s development and implementation of an enterprise-wide risk management (ERM) framework is subject to the Board’s approval.
  • Section E. Stakeholder Communication and Accountability:
    • Last bullet – there was a discussion on the interpretation of the advocacy function as a responsibility of the Board of Directors. 
  • The GRHRC recommended that the Charter include the Board’s role with respect to disclosure and transparency, which can be further articulated in the “Purpose” section of the Charter.
  • The GRHRC members will provide Management with additional comments off-line.
• Action Item: The GRHRC requested that a black-lined version of the draft Charter be re-circulated to the GRHRC, indicating in track changes the revisions based on the comments provided at today’s meeting.

Motion carried

ON MOTION DULY MADE by Ms. Wood, seconded by Mr. Purves and carried, the GRHRC unanimously received the report subject to the amendments discussed at the meeting.

Item 7 - 2015 Director Education and Board Development, GRHRC:2014-35

The GRHRC had before it the above-captioned report (GRHRC:2014-35) from the General Counsel and Corporate Secretary. Mr. Buhagiar declared a conflict of interest with respect to this Item 7 due to his employment with the Institute of Corporate Directors.

A discussion ensued, addressing the following matters: 

• The GRHRC requested Management to provide Board members with a rolling list of conferences available throughout the year, and re-iterated that Board members are expected to report back to the full Board with respect to the conferences taken (as noted in the Director Education and Board Development Policy).
• In 2015, Management will take a more proactive approach with respect to notifying the Board on applicable director education programs, in alignment with the Directors Skills Matrix.

Motion carried

ON MOTION DULY MADE by Ms. Wood, seconded by Mr. Purves and carried, the GRHRC adopted the proposed 2015 Director Education and Board Development Plan and supporting budget of $49,000, and resolved to forward the report to the Board of Directors for information.

Item 8 - Building and Investment Committee Membership – Resignation, GRHRC:2014-36

The GRHRC had before it the above-captioned report (GRHRC:2014-36) from the General Counsel and Corporate Secretary.

On July 22, 2014, Ms. Wood submitted her resignation from the Building and Investment Committee (BIC). The GRHRC thanked Ms. Wood for her service on the BIC.

Motion carried

ON MOTION DULY MADE by Mr. Buhagiar, seconded by
Mr. Purves and carried, the GRHRC unanimously adopted the report and resolved to forward the report to the Board of Directors for its approval of the following:

That the Board:

1. receive Ms. Wood’s resignation from the BIC effective as of July 22, 2014;
2. confirm the current composition of BIC “as is” with the following members: Mr. Kwan (Chair), Councillor Augimeri, Councillor Bailão, Ms. Newman and Ms.  Wubbenhorst, along with Mr. Purves as ex-officio voting member; and
3. authorize the General Counsel and Corporate Secretary to take all necessary actions and execute all documents and resolutions, on behalf of TCHC, as required to implement the above recommendations.

Item 9 - Registering Lobbyists: Update, GRHRC:2014-37

The GRHRC had before it the above-captioned report (GRHRC:2014-37) from the Interim President and Chief Executive Officer.

• The GRHRC discussed the issues related to the establishment of a lobbyist registry. Through extensive research and consultations with internal and external stakeholders, including the City of Toronto’s Lobbyist Registrar’s Office, Management has determined that, at this time, it is not feasible to implement a lobbyist registry for TCHC, for the following reasons:
  • It is not required by legislation – TCHC, as one of the City’s corporations, is neither covered under the City of Toronto’s Lobbyist Registry nor is it required by legislation to have a lobbyist registry.
  • Potential limited use of the lobbyist registry such that it will not prove effective at increasing transparency and re-building public trust.
  • The creation of a lobbyist registry will require the allocation of additional corporate resources and there is not sufficient capacity at present.
  • Significant corporate resources have already been invested in other transparency and accountability measures including, but not limited to, a revised procurement process and Conflict of Interest policy.
• Action Item: The GRHRC noted that establishing and maintaining a lobbyists registry is a significant administrative undertaking and recommended that Management report back on alternatives to achieve the same outcome, but without the substantial costs involved with a lobbyist registry.  The GRHRC requested Management to review how other ABCC’s of the City address lobbying activity.

Motion carried

ON MOTION DULY MADE by Ms. Wood, seconded by Mr. Purves and carried, the GRHRC unanimously received the report for information and directed Management to report back on alternative options to the lobbyist registry to achieve the goal of increased transparency.

Item 10 - Tenant Directors – Process for Appointment, GRHRC:2014-38

The GRHRC had before it the above-captioned report (GRHRC:2014-38) from the Interim President and Chief Executive Officer.

• The GRHRC discussed the current process for the selection of the two TCHC tenant directors, as approved by City Council. The following items were noted:
  • The selection process of the two tenant directors will commence in January 2015 and be completed by April 2015.
  • Any amendments to the current process must be recommended by the TCHC residents and approved by City Council. 
  • While no changes to the current selection process were proposed, Management proposed that the two new tenant directors, subsequent to their appointment on June 15, 2015, complete a self-assessment of their skills and attributes, against the Board approved Director Skills Matrix. The purpose of the self-assessment is to identify potential gaps and provide training to assist with filling those gaps.
  • Action item: The GRHRC requested Management to establish a focus group at the end of the 2015 selection process to identify strengths and weaknesses of the process and to proposed improvements.
• The GRHRC agreed that Management should proceed with the current selection process “as is”, while exploring other options following completion of this process.

Motion carried

ON MOTION DULY MADE by Ms. Wood, seconded by
Mr. Purves and carried, the GRHRC unanimously received the report for information and discussion.

Item 11 - Compliance Reporting, Q2-2014, GRHRC:2014-39

The GRHRC had before it the above-captioned report (GRHRC:2014-39) from the Interim President and Chief Executive Officer.

Motion carried

ON MOTION DULY MADE by Ms. Wood, seconded by Mr. Purves and carried, the GRHRC unanimously received the report for information.

Item 12 - Political Contributions, GRHRC:2014-40

The GRHRC had before it the above-captioned report (GRHRC:2014-40) from the General Counsel and Corporate Secretary.

A discussion ensued, including the following:

• At the federal and municipal level, political contributions from corporations are prohibited. At the provincial level, political contributions from corporations are permitted within the parameters set out in the Election Finances Act (Ontario).
• TCHC has currently two policies in place that restrict political contributions: the Election Policy and Expense Reimbursement Policy.
• The GRHRC noted that these existing policies address the direct expenditures to a political party and raised the issue of testing the rules in place to ensure that attending an event supporting a political event is also addressed.

Motion carried

ON MOTION DULY MADE by Ms. Wood, seconded by
Mr. Purves and carried, the GRHRC unanimously received the report for information.

PUBLIC MEETING PROCEEDINGS

The GRHRC terminated the public meeting at 9:25 a.m.