Building Investment, Finance and Audit Committee (BIFAC) Meeting - September 19, 2017

Public Agenda

1. Chair’s Remarks

Action: Information

Pre-read: Verbal Report

Presenter: Chair

2. 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 July 18, 2017

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

Internal Audit – Fraud Complaints Received Q217 January 1, 2017 to June 30, 2017

Action: Information

Pre-read: BIFAC:2017-47

Presenter: Chief Internal Auditor

Review of Board, President and CEO, and Employee Expenses Q2 2017

Action: Information

Pre-read: BIFAC:2017-51

Presenter: Chief Internal Auditor

Procurement: Metrics

Action: Information

Pre-read: BIFAC:2017-62

Presenter: Senior Director, Procurement

Development: Q2 Consolidated Report

Action: Information

Pre-read: BIFAC:2017-58

Presenter: Vice President, Development (Interim)

Allenbury Gardens Revitalization: Transfer of Development Blocks to Partnership

Action: BIFAC and Board Approval

Pre-read: BIFAC:C2017-60

Presenter: Vice President, Development (Interim)

IAC Charter Amendment and Appointment

Action: BIFAC and Board Approval

Pre-read: BIFAC:C2017-72

Presenter: Chair, Investment Advisory Committee

3. Q2-2017 Report on $250M Capital Plan

Action: Information

Pre-read: BIFAC:2017-66

Presenter: Vice President, Facilities Management

4. Internal Audit Report: Grants Program Review

Action: Information

Pre-read: BIFAC:2017-59 20

Presenter: Chief Internal Auditor

TERMINATION

Minutes

The Building Investment, Finance and Audit Committee (“BIFAC” or “Committee”) of Toronto Community Housing Corporation (“TCHC”) held a public meeting on September 19, 2017 in the Main Floor Conference Room, 931 Yonge Street, Toronto, commencing at 10:24 a.m. 

Committee Directors Present: 

Colin Lynch, Chair 

Councillor Ana Bailão, Vice Chair 

Committee Directors Absent: 

Vincent Gasparro 

Other TCHC Directors Present: 

Pamela Taylor 

Management Present: 

Marta Asturi, Legal Counsel and Assistant Corporate Secretary 

Boyd Dyer, Director, Smart Buildings & Energy Management 

Ismail Ibrahim, Interim General Counsel and Corporate Secretary 

Graham Leah, Vice President, Asset Management 

Rose-Ann Lee, Acting Chief Financial Officer and Treasurer 

Kevin Marshman, Special Advisor to the President and Chief Executive Officer 

Kathy Milsom, President and Chief Executive Officer 

Allen Murray, Director, Operations 

Noah Slater, Director, Capital Planning & Design Engineering 

Vincent Tong, Interim Vice President, Development 

Wayne Tuck, Chief Operating Officer 

Michael Vear, Chief Internal Officer 

A quorum being present, the Chair called the meeting to order and Mr. Steven Iserhoff served as recording secretary.

Item 1 - Chair's Remarks

No remarks were made by Chair at this time. 

Item 2A - Consent Agenda

Motion carried

ON MOTION DULY MADE by Councillor Bailão, seconded Mr. Lynch and carried, the BIFAC approved Consent Agenda Items 2A, 2C, 2D, 2G, 2H and 2I as presented. 

Item 2B - Declaration of Conflict of Interest

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

Pamela Taylor declared a conflict of interest with respect to agenda item 2j “IAC Charter Amendment and Appointment.” The candidate recommended for appointment to the IAC is Ms. Taylor’s spouse.

Item 2C - Confirmation of the July 18, 2017 Public Meeting Minutes

Motion carried 

ON MOTION DULY MADE by Councillor Bailão, seconded by Mr. Lynch and carried, the BIFAC approved the above-captioned minutes with no amendments. 

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

Motion carried 

ON MOTION DULY MADE by Councillor Bailão, seconded Mr. Lynch and carried, the BIFAC received the item for information. 

Item 2E - Internal Audit – Fraud Complaints Received Q217 January 1, 2017 to June 30, 2017, BIFAC:2017-68

Michael Vear, Chief Internal Auditor (“CIA”), presented the above-captioned report (BIFAC:2017-68).

The Committee, Management and the CIA discussed the report and the following points emerged:

• The Committee enquired as to why the number of cases closed in Q2-2016 is substantially higher than Q2-2017. The CIA noted that the Q2-2016 number of cases closed is a cumulative amount from the beginning of 2016.
• The Committee and the CIA discussed various forms of fraud that the audit team encounters and how the team handles them. 

Motion carried

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

Item 2F - Review of  Board, President and CEO, and Employee Expenses Q2 2017, BIFAC:2017-70 

Michael Vear, CIA, presented the above-captioned report (BIFAC:2017-70) and responded to questions raised by the Committee. 

Motion carried

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

Item 2G - Procurement: Metrics, BIFAC:2017-62 

Motion carried 

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

Item 2H - Development: Q2 Consolidated Report, BIFAC:2017-58 

Motion carried 

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

Item 2I - Allenbury Gardens Revitalization: Transfer of Development Blocks to Partnership, BIFAC:2017-60 

Motion carried

ON MOTION DULY MADE by Councillor Bailão, seconded by Mr. Lynch and carried, the BIFAC approved the following recommendations and resolved to forward to the Board of Directors 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 2J - IAC Charter Amendment and Appointment, BIFAC:2017-72 

Ismail Ibrahim, Interim General Counsel and Corporate Secretary, presented the above-captioned report (BIFAC:2017-72).

The Committee enquired if the Investment Advisory Committee is replacing a member on the Committee. Management noted that this appointment to the Committee is not a replacement, but rather an addition. 

Motion carried

ON MOTION DULY MADE by Councillor Bailão, seconded by Mr. Lynch and carried, the BIFAC approved the following recommendations: 

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

Item 3 - Q2-2017 Report on $250M Capital Plan, BIFAC:2017-66

Noah Slater, Director, Capital Planning & Design Engineering, presented the above-captioned report (BIFAC:C2017-66). 

Motion carried

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

Item 4 - Internal Audit Report: Grants Program Review, BIFAC:2017-59

Michael Vear, CIA, presented the above-captioned report (BIFAC:2017-59).

The Committee requested that the CIA investigate if an expense reimbursement procedure is operationally feasible for applicants. The CIA noted this. 

Motion carried

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

TERMINATION

The BIFAC resolved to terminate the public meeting at 10:41 a.m.