Governance, Communications and Human Resources Committee (GCHRC) Meeting - December 7, 2017

Revised Public Agenda

1. Chair’s Remarks    

Action: Information

Pre-read: Verbal

Presenter: Chair

2. Consent agenda

Approval of Public Meeting Agenda 

Action: GCHRCC 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 GCHRCC Public Meeting Minutes of September 14, 2017

Action: GCHRCC 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

3. Update on TCHC Subsidiaries

Action: GCHRCC Approval/Board Approval 

Pre-read: GCHRCC: 2017-35

Presenter: General Counsel & Corporate Secretary (Interim)

4. Allenbury Gardens Phase 2.2 Title Nominee Creation

Action: GCHRCC Approval/ Board Approval

Pre-read: GCHRCC: 2017-36

Presenter: Vice President, Development (Interim)

5. Policy Approval: Privacy Policy

Action: GCHRCC Approval/Board Approval

Pre-read: GCHRCC:2017-37

Presenter: General Counsel & Corporate Secretary (Interim)

6. ITEM WITHDRAWN

7. Changes to Financial Control By-Law No. 3

Action: GCHRCC Approval/Board Approval

Pre-read: GCHRCC: 2017-39

Presenter: General Counsel & Corporate Secretary (Interim)

8. 2018 GCHRCC Work Plan

Action: GCHRCC Approval

Pre-read: GCHRCC: C2017-40

Presenter: General Counsel & Corporate Secretary (Interim)

9. Governance Procedures

Action: GCHRCC Approval/Board Approval

Pre-read: GCHRCC: 2017-41

Presenter: General Counsel & Corporate Secretary (Interim)

TERMINATION

Minutes

The Governance, Communications, Human Resources and Compensation Committee (GCHRCC or Committee) of Toronto Community Housing Corporation (TCHC) held a public meeting on December 7, 2017, in the Main Floor Conference Room, 931 Yonge Street, Toronto, ON M4W 2H2, and via teleconference commencing at 10:56 a.m.

Committee Director in Attendance:

Pamela Taylor, Chair

Catherine Wilkinson (by teleconference)

Ex Officio Director in Attendance:

Kevin Marshman

Absent Committee Directors:

Councillor Joe Cressy, Vice Chair

Joseph Kennedy

Management Present:

Marta Asturi, Legal Counsel & Assistant Corporate Secretary

Cathy Barker, Vice President - Human Resources

Jennifer Bond, Director, Labour Relations & Legal Counsel

Ismail Ibrahim, General Counsel & Corporate Secretary (Interim)

Kathy Milsom, President and Chief Executive Officer 

Vincent Tong, Vice President, Development (Interim)

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

Item 1 - Chair's Remarks

No comments or remarks were received from the GCHRCC Chair.

Item 2A - Approval of Public Agenda and Review of Agenda Order

The public meeting agenda was revised and circulated prior to meeting. It was noted that item 6 was withdrawn.  

Motion carried

ON MOTION DULY MADE by Ms. Wilkinson, seconded by Ms. Taylor and carried, the GCHRCC approved the revised agenda as circulated.

Item 2B - Declaration of Conflict of Interest

The Chair requested members of the GCHRCC 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 - Confirmation of Public Meeting Minutes of September 14, 2017

Motion carried 

ON MOTION DULY MADE by Ms. Wilkinson, seconded by Ms. Taylor and carried, the GCHRCC confirmed the above-captioned minutes.

Item 2D - Business Arising from the Minutes and Committee Action Items Update

Motion carried 

ON MOTION DULY MADE by Ms. Wilkinson, seconded by Ms. Taylor and carried, the GCHRCC received the report for information

Item 3 - Update on TCHC Subsidiaries, GCHRCC:2017-35

Mr. Ibrahim presented the report.

Motion carried 

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

1. approve the Don Mount Court Development Corporation special resolution on voluntary dissolution appended as Attachment 1 to this report; and 
2. approve the Access Housing Connections Inc. special resolution on voluntary dissolution appended as Attachment 1 to this report.

Item 4 - Allenbury Gardens Phase 2.2 Title Nominee Creation, GCHRCC:2017-36

Mr. Tong presented the report.  

It was noted that 2602811 Ontario Inc. (AGDC subsidiary) will not require any long-term debt. Costs will be minimal and are included in the project budget.

Motion carried 

ON MOTION DULY MADE by Mr. Marshman, seconded by Ms. Wilkinson and carried, the GCHRCC resolved to adopt this report and recommended that this report be forwarded to the Board of Directors for approval of:

1. Incorporation of 2602811 Ontario Inc., and approve the appointment of the Chief Financial Officer and Interim Vice-President Development as the two Allenbury Gardens Development Corporation (AGDC) representatives on the board of directors of the Nominee.;
2. Consulting with the City General Manager and informing them of the creation of the Nominee; and
3. Authorizing the Interim Chief Financial Officer or Interim Vice-President Development to take all necessary actions and execute all documents and resolutions as required to implement the above recommendations.

Item 5 - Policy Approval: Privacy Policy, GCHRCC:2017-37

The above captioned report was circulated prior to the meeting. Mr. Ibrahim presented the report. Discussion ensued with regard to the content of the draft policy.

It was noted that the draft policy needs further revisions with inputs from GCHRCC and the Board. A revised draft will be circulated to GCHRCC off-line for review.

It was agreed that this item be deferred to the next GCHRCC meeting. 

Item 6 - Withdrawn

Item 7 - Changes to Financial Control By-law No. 3, GCHRCC:2017-39

Mr. Ibrahim presented the report. Discussion ensued.

Motion carried

ON MOTION DULY MADE by Mr. Marshman, seconded by Ms. Taylor and carried, the GCHRCC resolved to approve this report and recommended that this report be forwarded to the Board of Directors for approval and that the Board:

1. Approve the creation of the Procurement Award Committee (PAC) and its Charter (Attachment 4);
2. Delegate the Board’s signing authority of up to $2.5 million (exclusive of taxes) to the PAC, as outlined in this report;
3. Delegate the Board’s signing authority above $2.5 million (exclusive of taxes) to BIFAC; 
4. Request that the City of Toronto approve the revised Bylaw 3 as per Attachment 2; and
5. Authorize the appropriate staff to implement the above recommendations.

Ms. Wilkinson abstained from voting on this item.

Item 8 - 2018 GCHRCC Work Plan, GCHRCC:2017-40

Mr. Ibrahim presented the report.

Correction to report: Page 1, under heading “Recommendation”
Delete: “5. October 5, 2018 (9:00 a.m. – 11:00 a.m.) [Ad hoc meeting]”

Correction to Attachment 1 of report: Delete column with heading “Oct. 5, 2018”

Motion carried 

ON MOTION DULY MADE by Mr. Marshman, seconded by Ms. Wilkinson and carried, the GCHRCC approved the draft 2018 Work Plan appended as Attachment 1 to this report.

Item 9 - Governance Procedures, GCHRCC:2017-41

Mr. Ibrahim presented the report.

It was noted that with the proposed changes to Bylaw No. 3, existence of the Bid Award Subcommittee is no longer required. The GCHRCC recommended that the following subcommittees continue to exist and report to BIFAC: Investment Advisory Committee and the IT Subcommittee.

Correction to report: Page 2, last paragraph, line 3

“June 29” should read  “June 12”

Motion carried 

ON MOTION DULY MADE by Ms. Wilkinson, seconded by Mr. Marshman and carried, the GCHRCC adopted this report as amended, and recommended that the report be forwarded to the Board for approval of:

1. The amended Committee Charters appended as Attachments 1, 2 and 3 to this report; and
2. The 2018 Board and Committee meeting schedule.

TERMINATION

The GCHRCC public meeting terminated at 11:38 a.m.