Apr
15

Governance, Communications and Human Resources Committee (GCHRC) Meeting - April 15, 2019

Monday, April 15, 2019
9:30 a.m. to 10:20 a.m.
Main Floor Boardroom
931 Yonge Street , Toronto, Ontario

Event description

See meeting minutes and agenda below

Agenda

9:30 - Chair’s Remarks

Action: Information

Pre-read: Verbal Report

Presenter: Chair

9:35 - Consent agenda

a. Approval of Public Meeting Agenda

Action: GCHRC Approval

Pre-read: Agenda

Presenter: Chair

b. Chair’s Poll re: Conflict of Interest

Action: Declaration

Pre-read: Agenda and Conflict of Interest Policy

Presenter: Chair

c. Confirmation of the Public Meeting Minutes of February 1, 2019

Action: GCHRC Approval

Pre-read: Minutes

Presenter: Chair

d. Business Arising from the Public Meeting Minutes and Action Items Update

Action: Information

Pre-read: Action Item List

Presenter: Chair

e. Compliance Reporting 2018 (Annual)

Action: Information

Pre-read: GCHRC:2019-09

Presenter: President and Chief Executive Officer

9:40 - Annual Report and Letter to the Shareholder

Action: GCHRC and Board Approval

Pre-read: GCHRC:2019-10

Presenter: President and Chief Executive Officer

9:50 - Update on Subsidiaries (Annual)

Action: Information

Pre-read: GCHRC:2019-11

Presenter: Interim General Counsel and Corporate Secretary

10:00 - AGM Process for TCHC and Its Subsidiaries

Action: GCHRC and Board Approval

Pre-read: GCHRC:2019-12

Presenter: Interim General Counsel and Corporate Secretary

10:05 - Update on Subsidiaries (Annual)

Action: GCHRC and Board Approval

Pre-read: GCHRC:2019-13

Presenter: Interim General Counsel and Corporate Secretary

TERMINATION

Minutes

The Governance, Communications and Human Resources Committee (“GCHRC”) of Toronto Community Housing Corporation (“TCHC”) held a public meeting on April 15, 2019, in the Main Floor Conference Room, 931 Yonge Street, Toronto, and via teleconference commencing at 9:34 a.m.

Committee Director in Attendance:

Brian Smith, Chair
Ubah Farah (via teleconference)
Councillor Paula Fletcher (via teleconference)

Committee Directors Absent:    

Debbie Douglas
Wendy Kelley, Chair

Management Present:    

Darragh Meagher, Interim General Counsel and Corporate Secretary
Bruce Malloch, Director, Strategic Communications, Public Affairs
Kevin Marshman, President and Chief Executive Officer 
Yi-Mei Ting, Legal Counsel and Assistant Corporate Secretary (Acting)
Lindsay Viets, Manager, Strategic Planning 

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

ITEM 1 CHAIR’S REMARKS

The Chair advised members of GCHRC that Ms. Kelley sends her regrets and Mr. Smith will chair today’s meeting in her absence.
.

ITEM 2A  APPROVAL OF PUBLIC MEETING AGENDA 

Motion carried ON MOTION DULY MADE by Ms. Farah, seconded by Councillor Fletcher and carried, GCHRC approved the public meeting agenda.

ITEM 2B DECLARATION OF CONFLICT OF INTEREST

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

ITEM 2C RECEIPT OF PUBLIC MEETING MINUTES OF FEBRUARY 1, 2019

Motion carried ON MOTION DULY MADE by Ms. Farah, seconded by Councillor Fletcher and carried, GCHRC received the above-captioned minutes.

ITEM 2D BUSINESS ARISING FROM THE PUBLIC MEETING MINUTES AND ACTION ITEMS UPDATE 

Motion carried ON MOTION DULY MADE by Ms. Farah, seconded by Councillor Fletcher and carried, GCHRC received the report for information.

ITEM 2E COMPLIANCE REPORTING 2018 (ANNUAL) GCHRC:2019-09
GCHRC had before it the above-captioned report (GCHRC:2019-09). 

Motion carried ON MOTION DULY MADE by Ms. Farah, seconded by Councillor Fletcher and carried, GCHRC received the report for information.

ITEM 3 2018 ANNUAL REPORT AND LETTER TO SHAREHOLDER GCHRC:2019-10

GCHRC had before it the above-captioned report (GCHRC:2019-10). 

Mr. Marshman presented the report, answered questions and accepted feedback raised by members of GCHRC.  

Motion carried ON MOTION DULY MADE by Councillor Fletcher, seconded by Ms. Farah and carried, GCHRC resolved to approve and forward the following recommendations to the Board of Directors for approval:

  1. Approve the 2018 Annual Report and Letter to the Shareholder (Attachments 1 and 2 to this report); 
  2. Authorize the President and CEO (or designate) to forward the 2018 Annual Report and Letter to the Shareholder to the City of Toronto’s City Manager; and 
  3. Request that the Chair of the Board and the President and CEO attend TCHC’s Annual General Meeting at the City of Toronto’s Executive Committee

ITEM 4 UPDATE ON SUBSIDIARIES (ANNUAL) GCHRC:2019-11

GCHRC had before it the above-captioned report (GCHRC:2019-11). 

Motion carried ON MOTION DULY MADE by Councillor Fletcher, seconded by Ms. Farah and carried, GCHRC received the report for information.

ITEM 5 AGM PROCESS FOR TCHC AND ITS SUBSIDIARIES GCHRC:2019-12

GCHRC had before it the above-captioned report (GCHRC:2019-12). 

Motion carried ON MOTION DULY MADE by Ms. Farah, seconded by Councillor Fletcher and carried, GCHRC resolved to approve and forward the following recommendations to the Board of Directors for approval:

  1. authorize the President and Chief Executive Officer or designate to represent the sole shareholder, TCHC, and conduct annual meetings of the shareholder via written resolution in the form attached as Appendix 1, for the following subsidiaries that are wholly-owned by TCHC: 
  • 2001064 Ontario Inc.;
  • Access Housing Connections Inc.;
  • Alexandra Park Development Corporation;
  • Allenbury Gardens Development Corporation;
  • Don Mount Court Development Corporation;
  • Leslie Nymark Development Corporation;
  • Railway Lands Development Corporation;
  • Regent Park Development Corporation;
  • Toronto Affordable Housing Fund;
  • Toronto Community Housing Enterprises Inc.; and

    2. authorize the President and Chief Executive Officer, and the Interim General Counsel and Corporate Secretary, and their respective designates, to take all actions and execute all necessary documents to implement the above resolutions.

ITEM 6 REVISIONS TO BOARD-RELATED POLICIES (CODE OF ETHICS AND CONDUCT – BOARD OF DIRECTORS) GCHRC:2019-13

GCHRC had before it the above-captioned report (GCHRC:2019-13). 

Mr. Meagher presented the report and a brief discussion ensued. 

A request was made for Management to provide GCHRC offline with the name of the law firm who prepared the Code of Ethics and Conduct for the Board of Directors.

Motion carried ON MOTION DULY MADE by Councillor Fletcher, seconded by Ms. Farah and carried, GCHRC resolved to approve and forward the following recommendations to the Board of Directors for approval pending the requested information be provided offline:

  1. Approve the Code of Ethics and Conduct - Board of Directors (Attachment 1) to replace the Code of Conduct for Directors of the Board and Conflict of Interest Policy - Board of Directors; and
  2. Delete the External Directorship Policy (Attachment 2). 

TERMINATION
GCHRC resolved to terminate the public meeting at 9:56 a.m. 


        
Secretary Chair, Governance, Communications, and Human Resources Committee