Board of Directors Meeting - September 28, 2017

Agenda

1. Chair’s remarks

Action: Information

Pre-read: Verbal report 5 minutes

Presenter: Chair

2. Consent agenda

Action: -

Pre-read: -

Presenter: Chair

2a. Approval of Public Meeting Agenda

Action: Approval

Pre-read: Agenda

Presenter: Chair

2b. Chair’s Poll re: Conflict of Interest

Action: Declaration

Pre-read: Agenda and Conflict of Interest Policy

Presenter: Chair

2c. Confirmation of Board of Directors’ Public Meeting Minutes of July 27, 2017.

Action: Approval

Pre-read: Minutes

Presenter: Chair

2d. Business Arising from the Public Meeting Minutes and Action Items Update of July 27, 2017.

Action: Information

Pre-read: Action item list

Presenter: Chair

2e. City and TCHC Staff - Strategic and Operational Meetings

Action: Information

Pre-read: TCHC:2017-44

Presenter: President and Chief Executive Officer

2f. OCHE – Q2 2017 Quarterly Performance Report

Action: Information

Pre-read: TCHC:2017-45

Presenter: Commissioner of Housing Equity

2g. Allenbury Gardens Revitalization: Transfer of Development Blocks to Partnership

Action: Approval

Pre-read: TCHC:2017-48

Presenter: Vice-President, Development (Interim)

3. President and Chief Executive Officer’s remarks

Action: Information

Pre-read: Verbal report

Presenter: President and Chief Executive Officer

3a. Monthly President’s Report

Action: Information

Pre-read: TCHC:2017-46 15 minutes

Presenter: President and Chief Executive Officer

4. BIFAC Chair’s report

Action: Information

Pre-read: Verbal report 5 minutes

Presenter: Chair, BIFAC

4a. 2018 Operating and Capital Budget

Action: Approval

Pre-read: TCHC:2017-47 90 minutes

Presenter: -

5. GCHRCC Chair’s report

Action: Information

Pre-read: Verbal report 5 minutes

Presenter: Chair, GCHRCC

5a. 2017-2018 Corporate Insurance Program Renewal

Action: Approval

Pre-read: TCHC:2017-50 10 minutes

Presenter: -

5b. IAC- Charter Amendment and Appointment

Action: Approval

Pre-read: TCHC:2017-51 10 minutes

Presenter: -

5c. Policy Approval: Conflict of Interest Policy - Board of Directors

Action: Approval

Pre-read: TCHC:2017-52 10 minutes

Presenter: -

5d. Board Evaluation

Action: Approval

Pre-read: TCHC:2017-53 10 minutes

Presenter: -

6. RSC Chair’s report

Action: Information

Pre-read: Verbal report 5 minutes

Presenter: Chair, RSC

6a. Tenant Survey

Action: Information

Pre-read: TCHC:2017-49 20 minutes

Presenter: -

7. Tenant’s First Update

Action: Information

Pre-read: Verbal Report 15 minutes

Presenter: Director, Strategic Planning and Stakeholder Relations

TERMINATOR

Minutes

The Board of Directors of the Toronto Community Housing Corporation (TCHC) held a public meeting on September 28, 2017, at 9:50 a.m. in in the Main Floor Conference Room at 931 Yonge Street, Toronto.

Directors in Attendance:

Bud Purves (Chair)

Councillor Ana Bailão

Councillor Joe Cressy (left at 11:30 a.m.)

Councillor Frank Di Giorgio (left at 11:30 a.m.)

Councillor Michael Ford

Vincent Gasparro

Linda Jackson

Colin Lynch

Kevin Marshman (Vice Chair)

Pamela Taylor

Catherine Wilkinson

Directors Absent:

Robert Carlo (On a Leave of Absence)

Joseph Kennedy

Management present:

Marta Asturi, Legal Counsel & Assistant Corporate Secretary

Cathy Barker, Vice President, Human Resources

Angela Cooke, Vice President, Resident and Community Services

Rose-Ann Lee, Chief Financial Officer & Treasurer (Acting)

Ismail Ibrahim, General Counsel & Corporate Secretary (Interim)

Hugh Lawson, Director, Strategic Planning and Stakeholder Relations

Graham Leah, Vice President, Asset Management

Bruce Malloch, Director, Strategic Communications

Mark McDonald, Vice President, Information & Technology Services

Kathy Milsom, President & Chief Executive Officer

Sheila Penny, Vice President, Facilities Management

Cynthia Summers, Commissioner of Housing Equity

Vincent Tong, Vice President, Development (Interim)

Wayne Tuck, Chief Operating Officer

A quorum being present, Mr. Purves, the Chair called the meeting to order and Ms. Charmaine Zina served as recording secretary.

Item 1 – Chair’s Remarks

The Chair welcomed everyone to the Board meeting and provided the Board with the following highlights since the last Board meeting.

Mr. Purves welcomed TCHC’s new President and Chief Executive Officer, Kathy Milsom, to her first TCHC Board meeting. He stated that Ms. Milsom is known to be an effective leader and a positive agent of change. Throughout her career, she has led companies to significant turnarounds in employee engagement, customer service and financial performance.

In addition, Mr. Purves also welcomed Kevin Marshman back to the Board. Mr. Marshman returned after an absence of five months, having served as Interim President and Chief Executive Officer and then in an advisory role to help onboard Ms. Milsom in her role as President and Chief Executive Officer.

Furthermore, Mr. Purves noted the meeting was his final board meeting. He expressed that it has been an honour to serve as Board Chair for the past seven years, and a privilege to work with fellow Board members and Management to move TCHC forward.

Deputations

The Chair polled for any deputations to be heard at the meeting. The following deputations were presented:

• Item 3A – Monthly President’s Report (Deputed by John McLeod)
• Item 4A – 2018 Operating and Capital Budget (Deputed by Cathy Birch)
• Item 6A – Tenant Survey (Deputed by William Loham)

Vice Chair Remarks

Mr. Marshman thanked Mr. Purves, on behalf of TCHC, for his contributions throughout his tenure as TCHC Director and Board Chair. Mr. Marshman concluded with well wishes and presented Mr. Purves with a scroll from Mayor John Tory in honour of his service on the TCHC Board.

Consent Agenda Items

Item 2 – Approval of Consent Agenda Items

The agenda was approved with the following changes:

• Item 2A – Approval of Public Meeting Agenda;
• Item 2C – Confirmation of Board of Directors’ Public Meeting Minutes of July 27, 2017;
• Item 2D – Business Arising from Public Meeting Minutes and Action Items Update of July 27, 2017;
• Item 2G – Allenbury Gardens Revitalization: Transfer of Development Blocks to Partnership

Items Held:

• Item 2B – Chair’s Poll re: Conflict of Interest; and
• Item 2F – OCHE – Q2 2017 Quarterly Performance Report.

Motion carried

ON MOTION DULY MADE by Ms. Wilkinson, seconded by Mr. Marshman and carried, the Board of Directors approved the revised consent agenda and those items not held for discussions (Items 2A, 2C, 2D, 2E and 2G).

Item 2A – Approval of Public Meeting Agenda

The agenda was approved as circulated.

Motion carried

ON MOTION DULY MADE by Ms. Wilkinson, seconded by Mr. Marshman and carried, the Board of Directors approved the agenda.

Item 2B – Chair’s Poll Re: Conflict of Interest

The Chair requested members of the Board of Directors to indicate any agenda item in which they have a conflict of interest, together with the nature of the interest.

Ms. Taylor declared a conflict in relation to Item 5B – IAC Charter – Amendment and Appointment. The candidate recommended for appointment to the IAC is Ms. Taylor’s spouse.

Item 2C – Confirmation of Board of Directors’ Public Meeting Minutes of July 27, 2017

The Board of Directors had before it the draft Board minutes for July 27, 2017.

Motion carried

ON MOTION DULY MADE by Ms. Wilkinson, seconded by Mr. Marshman and carried, the Board of Directors confirmed the above-captioned minutes without amendments.

Item 2D – Business Arising from the Public Meeting Minutes and Action Items Update of July 27, 2017

Motion carried

ON MOTION DULY MADE by Ms. Wilkinson, seconded by Mr. Marshman and carried, the Board of Directors received the report for information.

Item 2E – City and TCHC Staff - Strategic and Operational Meetings, TCHC:2017-44

Motion carried

ON MOTION DULY MADE by Ms. Wilkinson, seconded by Mr. Marshman and carried, the Board of Directors received the report for information.

Item 2F – OCHE - Q2 2017 Quarterly Performance Report, TCHC:2017-45

The Board of Directors had before it the above-captioned report (TCHC:2017-45) from the Commissioner of Housing Equity.

The Board requested that future reports include metrics to track recommendations by the Office of the Commissioner of Housing Equity and implementation of those recommendations by Management.

Motion carried

ON MOTION DULY MADE by Councillor DiGiorgio, seconded by Ms. Jackson and carried, the Board of Directors received this report for information.

Item 2G – Allenbury Gardens Revitalization: Transfer of Development Blocks to Partnership, TCHC:2017-48

Motion carried

ON MOTION DULY MADE by Ms. Wilkinson, seconded by Mr. Marshman and carried, the Board of Directors approved the recommendations in this report to:

1. Authorize the transfer of Part 2 on the R-Plan 66R-29296 prepared by J.D. Barnes Ltd, dated May 5, 2017, in addition to Part 1, from Toronto Community Housing Corporation (“TCHC”) to VIVO Residences Inc. (the “Partnership”);
2. Authorize the encumbrance of Toronto Community Housing lands in each of the Allenbury Gardens Revitalization phases, with shared facilities agreements; and
3. Authorize the President and Chief Executive Officer (or designate) to execute any and all documents as may be necessary to give effect to the above recommendation.  

Item 3A – Monthly President’s Report (MPR), TCHC:2017-46

The Board had before it the above-captioned report (TCHC:2017-46) from the President and Chief Executive Officer. Ms. Milsom highlighted the following results and key trends from the MPR for July and August 2017, including metrics relating to:

• Net income;
• Capital Repairs;
• Community Safety;
• Tenant Calls;
• Elevator Calls;
• Service Requests; and
• Vacancy Rates.

Ms. Mislom announced that TCHC received a 2017 Toronto Urban Designs Award and congratulated Mr. Tong and the development team for helping achieve this great award.

The Board and Management further discussed the following items from the report:

• Retention of staff in the client care centre to ensure continuity in consistent service level response to tenants.
• Increased amount in vacant units (units for operational purposes due to the need for temporary construction storage).
• Seniors in arrears and the importance for Management to proactively work with OCHE to avoid evictions.

Motion carried

ON MOTION DULY MADE by Ms. Wilkinson, seconded by Mr. Lynch and carried, the Board of Directors received the report for information.

Item 4 – Building Investment, Finance and Audit Committee (BIFAC), Chair’s Report

No comments or remarks from the Chair of BIFAC were received at this time other than bringing forth the 2018 Operating and Capital Budget report (item 4A) to the Board.

Item 4A – 2018 Operating and Capital Budget, TCHC:2017-47

The Board of Directors had before it the above-captioned report (TCHC:2017-47) from BIFAC. Ms. Milsom and Ms. Lee presented the Board of Directors with a PowerPoint presentation regarding the above-noted subject matter outlining the following:

• 2018 Budget Priorities;
• Tenant Focus;
• Annual Consolidated Statement of Operations and Operating Cash Flows;
• 2018 Budget: Source of Funds;
• 2018 Budget: Use of Funds;
• Capital Budget; Building Repair Capital/Development Capital: Use of Funds; and
• Development, IT and Corporate Capital.

Mr. Lynch commended the great work that went into the budget preparation this year. Ms. Lee answered questions raised by the Board and a discussion ensued.

The Board requested that the Chief Internal Auditor be added to the ‘Payroll and Benefits’ chart on page 18 of the presentation.

Motion carried

ON MOTION DULY MADE by Mr. Lynch, seconded by Mr. Gasparro and carried, the Board of Directors approved the recommendations in this report to:

1. Approve the 2018 Operating, Capital and Development budgets;
2. Request $3.3M (2018/2019) funding from the City for Tenants First;
3. Request $160M (2018/2019) funding from the City Building for Repair Capital Funding Subsidy;
4. Request debt service funding from the City sufficient to enable TCHC to borrow $56M and $23M in 2018 & 2019 respectively for Development Capital;
5. Initiate the hiring process for new staff, as outlined in this report; and
6. Authorize the appropriate staff to take the necessary action(s) to give effect to the above recommendations.

Item 5 – Governance, Communications, Human Resources and Compensation Committee (GCHRCC), Chair’s Report

No comments or remarks from the Chair of GCHRCC were received at this time and presented items 5A, 5B, 5C and 5D to the Board.

Item 5A – 2017-2018 Corporate Insurance Program Renewal, TCHC:2017-50

The Board of Directors had before it the above-captioned report (TCHC:2017-50) from the GCHRCC. Ms. Taylor presented the report and a brief discussion ensued.

Motion carried

ON MOTION DULY MADE by Ms. Taylor, seconded by Ms. Wilkinson and carried, the Board of Directors approved the recommendations in this report to:

1. Approve the renewal of the 2017-2018 Insurance Program, including all additional coverage as outlined in the attached report, which reflects total insurance cost of $5,379,434, before PST, and represents an increase of 9.5% from the 2016-2017 renewal; and
2. Authorize the appropriate staff to take all necessary actions and execute all necessary documents to implement the above recommendation.

Item 5B – LAC Charter - Amendment and Appointment, TCHC:2017-51

The Board of Directors had before it the above-captioned report (TCHC:2017-51) from the GCHRCC. Mr. Gasparro presented the report and recommended that GCHRCC consider a further amendment to the IAC Charter to include that the IAC Chair have experience in finance and economics.

Motion carried

ON MOTION DULY MADE by Mr. Gasparro, seconded by Mr. Marshman and carried, the Board of Directors approved the recommendations in this report to:

1. adopt the amendments to the Investment Advisory Committee (IAC) Charter as set out in Attachment 1; and
2. appoint the proposed candidate as a volunteer member of IAC (Attachment 2).

Ms. Taylor abstained from voting due to her conflict of interest.

Action item: GCHRCC to review IAC Charter and add qualifications of IAC Chair.  

Item 5C – Policy Approval: Conflict of Interest Policy – Board of Directors, TCHC:2017-52

The Board of Directors had before it the above-captioned report (TCHC:2017-52) from the GCHRCC. Ms. Taylor presented the report, answered questions raised by the Board and received feedback on the Policy appended as attachment 1 of the report.

Motion carried

ON MOTION DULY MADE by Ms. Taylor, seconded by Mr. Gasparro and carried, the Board of Directors approved the Conflict of Interest Policy for the Board of Directors subject to the following amendments:

Page 11 of attachment 1

12. Leave of Absence

Directors must notify the GCHRCC Chair and Board Chair to request a leave of absence. Directors must be on an approved leave of absence to:

1. Seek a municipal, provincial or federal candidacy nomination or participate as candidate in a municipal, provincial or federal election campaign, where the nomination process or the candidacy may conflict with the interests of TCHC or may adversely affect the performance of the director’s duties.
2. Apply for a position within TCHC.
3. Any other event that may conflict with the interests of TCHC or may adversely affect the performance of the director’s duties.  

Item 5D – Board Evaluation, TCHC:2017-53

The Board of Directors had before it the above-captioned report (TCHC:2017-53) from the GCHRCC. Ms. Taylor presented the report and requested the Board to provide feedback on the format of the survey at the November 10th GCHRCC meeting and subsequently at the December 11th Board meeting.

Motion carried

ON MOTION DULY MADE by Ms. Taylor, seconded by Ms. Wilkinson and carried, the Board of Directors approved the recommendations in this report to:

1. approve the proposed approach to evaluate the Board of Directors; and
2. Direct staff to take all necessary actions to implement recommendation.

Item 6 – Resident Services Committee (RSC), Chair’s Report

The Chair of the RSC provided a verbal update to the Board on the activity at RSC, including:

• Results of OCHE/RSC/AM pilot project which will be on the October 26th Board meeting agenda; and
• The tenant survey results from Ipsos.

Item 6A – 2017 Tenant Survey, TCHC:2017-49

The Board of Directors had before it the above-captioned report (TCHC:2017-49) from the RSC. Ms. Jackson presented the report and answered questions raised by the Board. The following were among the issues discussed:

• Gaps in services between contract-managed buildings and buildings managed by TCHC staff;
• Looking at vendor management system;
• Safety is top priority; and
• Tenant communication and plan to address tenants' comments.

Ms. Milsom stated that this is an opportunity for TCHC to focus on what its core mandate is as a social housing provider and will work with the City of Toronto to explore the supports that TCHC tenants require.

Motion carried

ON MOTION DULY MADE by Ms. Taylor, seconded by Mr. Gasparro and carried, the Board of Directors received the report for information.

Action Item: With recently awarded contracts for contract managed buildings, Management to report back on performance of new contractors versus previous contractors.

Item 7 – Tenant’s First Update, Verbal Report

Mr. Lawson provided the Board with a PowerPoint presentation which included the information on:

1. Current Activities by the City and TCHC;
2. Seniors Housing and Services Working Group;
3. Review of Mandate for New TCHC; and
4. City’s REOI.

Mr. Lawson also reported that there are three pilots: decentralization, community action planning and youth services focus which will begin in January as per City of Toronto’s request.

Lastly, Mr. Lawson expressed TCHC’s intention to work collaboratively with the City of Toronto to establish the structure that will best address the needs of TCHC’s tenants at the best value for money.

Motion carried

ON MOTION DULY MADE by Ms. Taylor, seconded by Mr. Gasparro and carried, the Board of Directors received the report for information.

Termination

The Board resolved to terminate the public meeting at 12:19 p.m.