Governance, Communications and Human Resources Committee (GCHRC) Meeting - May 12, 2017

Public Agenda

1. Chair’s Remarks    

Action: Information

Pre-read: Verbal

Presenter: Chair

2. Consent agenda

Approval of Public Meeting Agenda

Action: Approval

Pre-read: Agenda

Presenter: Chair

Chair’s Poll re: Conflict of Interest

Action: Approval

Pre-read: Minutes

Presenter: Chair

Confirmation of GCHRCC Public Meeting Minutes of April 6, 2017

Action: Declaration 

Pre-read: Agenda and Conflict of Interest Policy

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 Subsidiaries

Action: Information

Pre-read: GCHRCC: 2017-20

Presenter: General Counsel & Corporate Secretary

4. Annual General Meeting Protocol for TCHC Wholly Owned Subsidiaries 

Action: Approval

Pre-read: GCHRCC: 2017-21

Presenter: General Counsel & Corporate Secretary

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

Action: Approval

Pre-read: GCHRCC: 2017-22

Presenter: General Counsel & Corporate Secretary

6. Policy Review: Whistleblower Policy

Action: Discussion

Pre-read: Current Policy

Presenter: Chair

7. Board Evaluation

Action: Discussion

Presenter: Chair

8. Board and Committee Workshops

Action: Discussion

Presenter: Chair

TERMINATION

Minutes

The Governance, Communications, Human Resources and Compensation Committee (GCHRCC or Committee) of Toronto Community Housing Corporation (TCHC) held a public meeting on April 6, 2017, in the Main Floor Conference Room, 931 Yonge Street, Toronto, ON M4W 2H2, and via teleconference commencing at 9:27 a.m.

Committee Director in Attendance:

Pamela Taylor, Chair

Joseph Kennedy

Catherine Wilkinson (by teleconference)

Ex Officio Directors in Attendance: 

None

Other Directors in Attendance:

None

Regrets: 

Councillor Joe Cressy

Management Present: 

Kevin Marshman, President and Chief Executive Officer (Interim)

Mark Johnson, General Counsel and Corporate Secretary

Ted Millward, Legal Counsel - Corporate & Privacy

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

Item 1 - Chair's Remarks

The Chair did not make any remarks.

Item 2A - Approval of Public Meeting Agenda

Motion carried

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

Item 2B - Declaration of Conflict of Interest

No conflicts were declared.

Item 2C - Confirmation of Public Meeting Minutes of April 6, 2017

The Committee asked that the following amendments be made to the minutes of the public meeting held on April 6, 2017: 

Page 5 of 6, last paragraph should read:

Mr. Spearn indicated that TCHC has had a historical practice of supporting the United Way’s fundraising efforts by matching annual employee United Way payroll contributions because the agencies they fund provide much needed services to TCHC tenants. The Board of Directors contributed $56,629 in 2016 to match payroll pledges. The Committee noted that consideration should be given to assessing this practice for 2017. 

Motion carried 

ON MOTION DULY MADE  by Mr. Kennedy, seconded by Ms. Wilkinson and carried, the GCHRCC confirmed the above-captioned minutes with the above-mentioned amendments.

Action Item:  

1. Management to report back with an assessment of future contributions to match payroll pledges to United Way at a future GCHRCC meeting agenda.

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

Motion carried 

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

Item 3 - Update on Subsidiaries, GCHRCC:2017-29

Mr. Johnson presented the report and answered questions from the GCHRCC.

The Committee was advised that TCHC is targeting to wind-up/dissolve the following 5 subsidiaries in 2017/2018:

• Don Mount Court Development Corporation
• Access Housing Connections Inc.
• Regent Park Energy Inc.
• Toronto Community Housing Enterprises Inc.
• Railway Lands Development Corporation
• Housing Services Inc.

The remaining 14 subsidiaries are to be dissolved once operational activities have concluded.

Motion carried 

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

Item 4 - Annual General Meeting Protocol for TCHC Wholly Owned Subsidiaries (Approval), GCHRCC:2017-21

Mr. Johnson presented the above captioned report and answered questions from the GCHRCC.

The recommendation in the report for TCHC’s wholly owned subsidiaries to meet the requirements to hold annual general meetings by a written resolution was reviewed with the Committee.

The question of how the requirement is met for TCHC’s annual general meeting for its shareholder, the City of Toronto, was also raised. The Committee requested that management contact the City and report back at the next meeting with additional details on the current process implemented by the City for TCHC’s annual general meeting.

The Committee requested that a clause be added to the form resolution included as Appendix 1 that confirms the actions of the directors and officers of the corporation that were undertaken over the year.

Motion carried 

ON MOTION DULY MADE by Mr. Kennedy, seconded by Ms. Wilkinson and carried, the GCHRCC unanimously adopt this report and recommend the following to the Board of Directors:

THAT the Board

1. authorize the TCHC President and CEO (Interim) to represent the sole shareholder, TCHC, and conduct annual meetings via written resolution in the form attached as Appendix 1 (with the above mentioned amendment adding a clause to confirm the actions of the officers and directors), for the following subsidiaries that are wholly-owned by TCHC:
   1. 2001064 Ontario Inc.
   2. Access Housing Connections Inc.
   3. Alexandra Park Development Corporation
   4. Allenbury Gardens Development Corporation
   5. Don Mount Court Development Corporation
   6. Leslie Nymark Development Corporation
   7. Railway Lands Development Corporation
   8. Regent Park Development Corporation
   9. Toronto Affordable Housing Fund
   10. Toronto Community Housing Enterprises Inc.; and
2. authorize the TCHC President and CEO (Interim) and the General Counsel and Corporate Secretary (and their respective designates) to take all actions and execute all necessary documents to implement the above resolutions.

Action Item:

1. Management to follow up with the City of Toronto on the practice to meet the requirement of an annual general meeting for TCHC and report back at a future meeting. 

Item 5 - Policy Approval: Conflict of Interest Policy – Board of Directors, GCHRCC:2017-22

A revised draft Conflict of Interest Policy – Board of Directors was presented. Discussion ensued.

It was acknowledged that the policy was a living document, and it was proposed that it be put forward to the full Board for comment.

The committee identified an incomplete sentence on Page 4 and a grammatical error in point 9 on page 5. Mr. Johnson noted these for correction.

Motion carried 

ON MOTION DULY MADE by Mr. Kennedy, seconded by Ms. Wilkinson and carried, the GCHRCC unanimously approved the draft Conflict of Interest Policy for the Board of Directors included as Attachment 1 (with above mentioned revisions) to report:GCHRCC:2017-22 and recommend that it be forwarded to the Board of Directors for review and approval.

Item 6 - Policy Review: Whistleblower Policy, Verbal

A discussion was held on the current Whistleblower Policy, a copy of which was included in the meeting materials.

It was noted that the policy does not provide sufficient guidance on how complaints are addressed.  It was suggested that the policy be amended or that a complaint procedure should be considered to address the following: 

• complaints made against a member of the Board.
• complaints that are not sufficiently detailed.
• complaints that are frivolous, vexatious or based on innuendo.  
• The threshold to trigger an investigation into a complaint and who decides if a complaint is sufficient to trigger investigation.
• A timeline for investigating complaints.
• Ensuring complainants are taken seriously, while also ensuring the person that is the subject of the complaint is made aware of the complaint and provided with an adequate opportunity to respond to it. 

The suggestion was made that the Whistleblower policies and procedures of other organizations be researched to determine how they address the issues identified by the Committee. 

Action Item:

1. Management to report back at a future GCHRCC meeting on procedures for the Whistleblower Policy that address the issues identified by the Committee.

Item 7 - Board Evaluation, Verbal

A set of draft questions was distributed at the meeting. Discussion ensued.

It was noted that the purpose of the survey is to look at how the Board functions as an entity, on a yearly basis. The survey would be done anonymously. The results would be provided to GCHRCC to be reviewed and discussions would be held with respect to possible improvements. The questionnaire will be submitted to the Board at the upcoming meeting.

Item 8 - Board and Committee Workshops, Verbal

The Committee briefly discussed holding Board and Committee workshops and working sessions, and a request was made that a discussion on Committee on Board strategy sessions be a future agenda item. The need for Board members to be made aware of outside educational opportunities related to social housing, including the ONPHA conference was also identified. 

TERMINATION

The GCHRCC public meeting terminated at 11:05 a.m.