Governance, Communications and Human Resources Committee (GCHRC) Meeting - November 22, 2018

Public Agenda

9:30 - Chair’s Remarks

Action: Information

Pre-read: Verbal

Presenter: Chair

9:35 - Consent agenda

Approval of Public Meeting Agenda

Action: GCHRC 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 Public Meeting Minutes of September 14, 2018

Action: GCHRC 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

9:40 - Revisions to Policies:  Code of Ethics and Conduct- Board of Directors

Action: GCHRC and Board Approval

Pre-read: GCHRC:2018-28

Presenter: General Counsel and Corporate Secretary

9:50 - Review of Board and Committee Charters

Action: GCHRC and Board Approval

Pre-read: GCHRC:2018-29

Presenter: General Counsel and Corporate Secretary

10:00 - Government Relations Strategies and Lobbyist Rules Compliance [deferred from September 14, 2018]

Action: Information

Pre-read: GCHRC:2018-22

Presenter: Director, Strategic Planning & Stakeholder Relations

10:10 - 2019 GCHRC Work Plan

Action: GCHRC Approval

Pre-read: GCHRC:2018-30

Presenter: General Counsel and Corporate Secretary

10:20 - 2019 Board and Committee Meeting Schedule

Action: GCHRC and Board Approval

Pre-read: GCHRC:2018-31

Presenter: General Counsel and Corporate Secretary

TERMINATION

Public Meeting Minutes

The Governance, Communications and Human Resources Committee (“GCHRC”) of Toronto Community Housing Corporation (“TCHC”) held a public meeting on November 22, 2018, in the Main Floor Conference Room, 931 Yonge Street, Toronto, commencing at 9:51 a.m.

Committee Director in Attendance:

Wendy Kelley, Chair

Brian Smith

Ubah Farah

Committee Directors Absent:

Councillor Joe Cressy

Debbie Douglas

Ex-Officio Director Present:

Kevin Marshman (by teleconference)

Management Present:

Ismail Ibrahim, General Counsel and Corporate Secretary

Hugh Lawson, Director, Strategic Planning & Stakeholder Relations

Kathy Milsom, President and Chief Executive Officer 

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

Lindsay Viets, Manager, Strategic Planning

Joan White, General Manager, Seniors Housing Unit

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 did not make any remarks.

Item 2A - Approval of Public Meeting Agenda

Motion carried

ON MOTION DULY MADE by Ms. Farah, seconded by Mr. Smith and carried, GCHRC approved the public meeting agenda as amended.

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 September 14, 2018

Motion carried

ON MOTION DULY MADE by Ms. Farah, seconded by Mr. Smith 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 Mr. Smith and carried, GCHRC received the report for information.

Item 3 - Revisions to Board Related Policies, GCHRC:2018-28

Mr. Ibrahim presented the above captioned report. 

Motion carried

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

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).

Item 4 - Review of all Committee Charters, GCHRC:2018-29

GCHRC had before it the above-captioned report (GCHRC:2018-29). 

It was suggested that the following additional change be made to the Board and Committee Charters:

• Page 5, under heading “Authority”, second paragraph should read:

The Committee Chair may establish ad-hoc or advisory committees to provide input on specific issues identified by the Committee.

Motion carried

ON MOTION DULY MADE by Mr. Smith, seconded by Ms. Farah and carried, GCHRC resolved to approve and forward the following amended committee charters (subject to the above-mentioned change) to the respective committees for approval and then to the Board of Directors for approval:

1. Governance, Communications and Human Resources Committee Charter (Attachment 1);
2. Tenant Services Committee Charter (Attachment 2);
3. Building Investment, Finance and Audit Committee Charter (Attachment 3); 
4. Investment Advisory Committee Charter (Attachment 4);
5. Procurement Award Committee Charter (Attachment 5); and
6. Board Charter (Attachment 6). 

Item 5 - Government Relations Strategies and Lobbyist Rules Compliance, GCHRC:2018-22

Mr. Lawson presented the above captioned report. 

It was noted that TCHC is not required to register as lobbyist.
Motion carried    ON MOTION DULY MADE by Mr. Smith, seconded by Ms. Farah and carried, GCHRC resolved to approve the recommendation of this report to:

1. receive this report for information; and
2. approve that the GCHRC Charter be amended by changing the section heading and wording throughout for section C. Government Relations and Corporate Communications to replace government relations with stakeholder relations.

Item 7 - 2019 Board and Committee Meeting Schedule, GCHRC:2018-31

Mr. Ibrahim presented the above captioned report.  

It was noted that the proposed TCHC 2019 Board and Committee meeting schedule may change after the announcement of the 2019 City Council meeting schedule.

Motion carried

ON MOTION DULY MADE by Mr. Marshman, seconded by Ms. Farah and carried, GCHRC resolved to approve and recommend to the Board for approval the 2019 Board and Committee meeting schedules.

TERMINATION

GCHRC resolved to terminate the public meeting at 10:10 a.m.