Building Investment, Finance and Audit Committee (BIFAC) Meeting - November 15, 2018

Public Agenda (Revised 2018-11-14)

9:50 - Chair's Remarks

Action: Information

Pre-read: Verbal Report

Presenter: Chair

9:55 - Consent Agenda

Approval of Public Meeting Agenda

Action: BIFAC Approval

Pre-read: Agenda

Presenter: Chair

Chair’s Poll re: Conflict of Interest

Action: Declaration

Pre-read: Agenda and Conflict of Interest Policy

Presenter: Chair

Confirmation of the Public Meeting Minutes of October 10, 2018

Action: BIFAC Approval

Pre-read: Minutes

Presenter: Chair

Business Arising from the Public Meeting Minutes and Action Items Update

Action: Information

Pre-read: Action Item List

Presenter: Chair

PAC Awards and Revenue Contracts – Q3 2018

Action: Information

Pre-read: BIFAC:2018-70

Presenter: General Counsel and Corporate Secretary

10:00 - Enterprise Risk Management (ERM) – 2018 Update

Action: Information

Pre-read: Presentation

Presenter: Senior Director, Fire Life Safety and Risk Management

10:20 - Enterprise Risk Management (ERM) Policy

Action: BIFAC and Board Approval

Pre-read: BIFAC:2018-66

Presenter: Senior Director, Fire Life Safety and Risk Management

10:30 - Internal Audit Update – Q3 2018 

Action: Information

Pre-read: BIFAC:2018-67

Presenter: Manager, Internal Audit

10:40 - 2019 Internal Audit Work Plan

Action: BIFAC Approval

Pre-read: BIFAC:2018-68

Presenter: Manager, Internal Audit

10:45 - Procurement Update

Action: Information

Pre-read: BIFAC:2018-73

Presenter: Senior Director, Strategic Procurement

10:55 - Agency Houses Transfer

Action: BIFAC and Board Approval

Pre-read: BIFAC:2018-76

Presenter: Director, Strategic Planning & Stakeholder Relations

TERMINATION

Public Meeting Minutes

The Building Investment, Finance and Audit Committee (“BIFAC”) of Toronto Community Housing Corporation (“TCHC”) held a public meeting on November 15, 2018, in the Main Floor Conference Room, 931 Yonge Street, Toronto, and via teleconference, commencing at 9:55 a.m.

BIFAC Directors Present:

Colin Lynch, Chair 

Councillor Ana Bailão

Amanda Coombs

Wendy Kelley 

Nick Macrae 

Management Present:

Luisa Andrews, Vice President, Information Technology Services

John Angkaw, Senior Director, Fire Life Safety and Risk Management

Ismail Ibrahim, General Counsel and Corporate Secretary

Albert Koke, Senior Director, Strategic Procurement

Hugh Lawson, Director, Strategic Planning and Stakeholder Relations

Graham Leah, Vice President, Asset Management

Rose-Ann Lee, Chief Financial Officer and Treasurer

Kathy Milsom, President and Chief Executive Officer

Sheila Penny, Vice President, Facilities Management

Genevieve Segu, Manager, Internal Audit

Yi-Mei Ting, Legal Counsel and Assistant Corporate Secretary (Acting)

Vincent Tong, Chief Development Officer

Anita Tsang-Sit, Manager, Risk Operations & Enterprise Risk Management

A quorum being present, the Chair called the meeting to order and Ms. Sonia Fung served as recording secretary.

Item 1 - Chair's Remarks

The Chair noted a special budget workshop was scheduled for November 15, 2018 after this BIFAC meeting.

Item 2A - Approval of Public Meeting Agenda

The Chair noted that Item 9 – Agency House Transfers was added to the public meeting agenda.

Motion carried

ON MOTION DULY MADE by Mr. Macrae seconded by Ms. Kelley and carried, BIFAC approved the public meeting agenda, as amended.

Item 2B - Declaration of Conflict of Interest

The Chair requested members of BIFAC to indicate any agenda item in which they had a conflict of interest, together with the nature of the conflict. None was declared.

Item 2C - Confirmation of the October 10, 2018 Public Meeting Minutes

Motion carried

ON MOTION DULY MADE by Mr. Macrae seconded by Ms. Kelley and carried, BIFAC approved the above-captioned minutes.

Item 2D - Business Arising from the Public Meeting Minutes and Action Items List

Motion carried

ON MOTION DULY MADE by Mr. Macrae seconded by Ms. Kelley and carried, BIFAC received the report for information.

Item 2E - PAC Awards and Revenue Contracts – Q3 2018, BIFAC:2018-70

The General Counsel and Corporate Secretary presented the report (BIFAC:2018-70). 

The following amendment was made to the above-captioned report: Page 2, second paragraph should read
“TCHC has not entered into any revenue contracts between $500,000 and $5,000,000 in Q3 2018.”

It was requested that attachment 1 to the above-captioned report should include total number of bidders for each RFP in future reports.

Motion carried

ON MOTION DULY MADE by Mr. Macrae, seconded by Ms. Kelley and carried, BIFAC received the report for information.

Item 3 - Enterprise Risk Management (ERM) – 2018 Update, Presentation

The General Counsel and Corporate Secretary presented the PowerPoint presentation and answered questions.

Highlights of discussion:

• Mandate risk: refers to unclear mandates Management is working with City staff on solutions.
• Risk appetite statement: 
  • Management is working with the executive team to explore risk tolerance and will bring a report to the Board in 2019.
  • Cultural risk should be given more consideration.
• Management is requested to submit a further report to the next confidential BIFAC meeting with more details such as from/to metrics, grid and actions taken. 
• It was suggested that quarterly updates on risks and mitigations be provided to BIFAC. Report frequency may be changed later, if necessary. 

Motion carried

ON MOTION DULY MADE by Mr. Macrae, seconded by Ms. Kelley and carried, BIFAC received the report for information.

Item 4 - Enterprise Risk Management (ERM) Policy, BIFAC:2018-66

The General Counsel and Corporate Secretary presented the report (BIFAC:2018-66). 

Motion carried

ON MOTION DULY MADE by Ms. Kelley, seconded by Councillor Bailao and carried, BIFAC approved the ERM Policy included as Attachment 1 to this report, and recommend that it be advanced to the Board of Directors for review and approval.

Item 5 - Internal Audit Update – Q3 2018, BIFAC:2018-67

The Manager, Internal Audit presented the above-captioned report (BIFAC:2018-67). 

It was noted that for the year from September 2017 to September 2018, RGI vacancy rate has dropped by 23%. 

Motion carried

ON MOTION DULY MADE by Mr. Macrae, seconded by Councillor Bailao and carried, BIFAC received the report for information.

Item 6 - 2019 Internal Audit Work Plan, BIFAC:2018-68

The Manager, Internal Audit presented the above-captioned report (BIFAC:2018-68) and answered questions.

Details on warranty life cycles were provided. A concern was raised regarding efficiency on warranty management. 

Motion carried

ON MOTION DULY MADE by Councillor Bailao, seconded by Ms. Kelley and carried, BIFAC approved the draft 2019 Internal Audit Work Plan provided as Attachment 1 to the report.

Item 7 - 2018 Key Strategic Procurement Activities, BIFAC:2018-73

Senior Director, Strategic Procurement presented the above-captioned report (BIFAC:2018-73) and answered questions. 

Highlights of discussion:

• It was noted that recommendations from past reports of the Auditor General were taken into consideration during the development of the procurement strategy.
• The development of the procurement strategy presents big opportunities for TCHC to improve on historical reputational issues and enhance vendor management. 
• It was noted an external law firm is used to assist in updating policies, strategic procurement projects such as IHMS, and certain development projects. Generally more than 95% of procurement work is performed by TCHC staff.

Motion carried

ON MOTION DULY MADE by Ms. Kelley, seconded by Mr. Macrae and carried, BIFAC received the report for information.

Item 8 - 2019 BIFAC Work Plan, BIFAC:2018-69

The General Counsel and Corporate Secretary presented the report (BIFAC:2018-69) and answered questions. 

Highlights of discussion:

• It was noted that TCHC 2019 meeting schedule may be revised to accommodate the City Council 2019 meeting schedule, which will be published in mid-December. 
• It was noted two Board meetings were scheduled for August 2019 in anticipation of budget discussions. The meeting dates will be reviewed, if necessary.

Motion carried

ON MOTION DULY MADE by Mr. Macrae, seconded by Ms. Coombs and carried, BIFAC approved the draft 2019 Work Plan provided as Attachment 1 to this report.

Item 9 - Agency Houses Transfers, BIFAC:2018-76

Senior Director, Strategic Planning & Stakeholder Relations presented the above-captioned report (BIFAC:2018-76) and answered questions.

Discussion ensued regarding governance and financial aspects of the transfer.

Motion carried

ON MOTION DULY MADE by Mr. Macrae, seconded by Councillor Bailao and carried, BIFAC approved the report and recommended that the Board of Directors:

Instruct the President and Chief Executive Officer to transfer ownership of the TCHC Agency Houses portfolio to non-profit corporations as approved by City Council on January 31 and February 1, 2018 in Item EX30.2 in each case at a below-market transfer price determined by the City Manager as directed by Council in item MM44.123.

TERMINATION

BIFAC resolved to terminate the public meeting at 11:01 a.m.