Governance, Communications, Human Resources and Compensation Committee (GCHRCC) Meeting - March 23, 2016

Public Agenda

1. Approval of Public Meeting Agenda and Review of Agenda Order 

Action: Approval

Pre-read: Public Meeting Agenda

Presenter: Chair, GCHRCC

2. Chair’s Poll re: Conflict of Interest

Action: Declaration

Pre-read

• Public Meeting Agenda
• Conflict of Interest Policy

Presenter: Chair, GCHRCC

3. Confirmation of the GCHRCC Public Meeting Minutes

• November 13, 2015

• February 9, 2016

Action: Approval

Pre-read: Minutes

Presenter: Chair, GCHRCC

4. Business Arising from the Minutes and Committee Action Items Update

Action: Information

Pre-read: Action Item List

Presenter: Chair, GCHRCC

Report from the GCHRCC Chair

5. Chair’s Report and Remarks

Action: Information

Pre-read: Verbal Report (5 minutes)

Presenter: Chair, GCHRCC

Corporate Governance

6. 2016 GCHRCC Work Plan and 2016 GCHRCC Work Plan Review

Action: Information and Discussion

Pre-read: GCHRCC:2016-06 (10 minutes)

Presenter: General Counsel and Corporate Secretary (Interim)

7. Review of All Committee Charters

Action: Approval

Pre-read: GCHRCC:2016-07 (15 minutes)

Presenter: General Counsel and Corporate Secretary (Interim)

8. Open Meeting Requirements

Action: Information

Pre-read: GCHRCC:2016-08 (5 minutes)

Presenter: General Counsel and Corporate Secretary (Interim)

Corporate Compliance

9. Q4 2015 Compliance Reporting

Action: Information

Pre-read: GCHRCC:2016-09 (5 minutes)

Presenter: General Counsel and Corporate Secretary (Interim)

10. Policy Approval: Conflict of Interest 

Action: Committee and Board Approval

Pre-read: GCHRCC:2016-13 (5 minutes)

Presenter: General Counsel and Corporate Secretary (Interim)

11. Policy Approval Whistleblower Policy

Action: Committee and Board Approval

Pre-read: GCHRCC:2016-15 (5 minutes)

Presenter: General Counsel and Corporate Secretary (Interim)

Government Relations/Corporate Communications

12. Annual Review of Corporate Communications and Branding Strategies of the Corporation

Action: Committee and Board Approval

Pre-read: GCHRCC:201612 (5 minutes)

Presenter: Director, Strategic Communications

13. Directors’ & Officers’ Insurance Coverage

Action: Information

Pre-read: GCHRCC:2016-14 (5 minutes)

Presenter: General Counsel and Corporate Secretary (Interim)

TERMINATION

Public Meeting Minutes

The Governance, Communications, Human Resources and Compensation Committee (GCHRCC or Committee) of Toronto Community Housing Corporation (TCHC) held a public meeting on March 23, 2016, in the Main Floor Conference Room, 931 Yonge Street, Toronto, ON M4W 2H2, commencing at 10:45 a.m.

Committee Directors in Attendance:

Pamela Taylor, Chair

Joseph Kennedy

Catherine Wilkinson

Ex Officio Director in Attendance:

None.

Other Directors in Attendance:

Kevin Marshman

Regrets:

Councillor Joe Cressy, Vice Chair

Management Present:

Cathy Barker, Vice President, Human Resources

Jennifer Bond, Director, Labour Relations & Legal Counsel, HR - Human Resources & Labour Relations

Ismail Ibrahim, Interim General Counsel and Corporate Secretary/ Director of Compliance and Legal Counsel 

Sylvia Kobal, Senior Director, Procurement, FIN - Strategic Procurement

Hugh Lawson, Director, Strategic Planning & Stakeholder Relations, PA - Strategic Planning & Stakeholder Relations

Bruce Malloch, Director, Strategic Communications, PA - Strategic Communications

Ted Millward, Legal Counsel, Corporate and Privacy

Lisa Murray, Manager, Media and Public Relations

Kate Salter, Legal Counsel

Greg Spearn, President and Chief Executive Officer (Interim)/ Chief Development Officer

Helen Trajanos, Director, Insurance & Risk Management, Legal - Risk Management & Insurance

Lindsay Viets, Business Planner, PA - Strategic Planning & Stakeholder Relations

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

Item 1 - Approval of Public Meeting Agenda and Review of Agenda Order

The agenda was approved with the following changes:

• Item 10 – Policy Approval: Conflict of Interest Policy - Deferred to next GCHRCC Meeting.
• Item 11 – Policy Approval: Whistleblower Policy - Deferred to next GCHRCC Meeting.
• Item 12 – Annual Review of Corporate Communications and Branding Strategies of the Corporation – Deferred to next GCHRCC Meeting.

The following agenda items were not held for discussion:

• Item 13 – Directors’ and Officers’ Insurance Coverage

Motion carried

ON MOTION DULY MADE by Ms. Wilkinson, seconded by Mr. Kennedy and carried, the GCHRCC approved the revised agenda and the agenda items not held for discussion (Item 13).

Item 2 - 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 3 - Confirmation of the Public Meeting Minutes of November 13, 2015

The GCRHCC had before it the draft GCHRCC minutes for November 13, 2015.

Motion carried

ON MOTION DULY MADE by Ms. Wilkinson, seconded by Mr. Purves and carried, the GCHRCC confirmed the above-captioned minutes without amendments.

Item 4 - Business Arising from the Minutes and Committee Action Items Update

Motion carried

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

• To remove Item 9 – Registered Lobbyists: Update (GCHRCC September 29, 2014).

Action Item: Management to circulate to GCHRCC Chair the application sent to CRA and CRA response letter.

Item 5 - Chair's Remarks

The Chair welcomed everyone to the GCHRCC meeting and provided an update on what occurred during GCHRCC`s in-camera and closed session

Item 6 - 2016 GCHRCC Work Plan and 2016 GCHRCC Work Plan Review, GCHRCC:2016-06

The GCHRCC had before it the above-captioned report (GCHRCC:2016-06) from Mr. Ibrahim.  

The GCHRCC members and Management briefly discussed the report and agreed to defer the review of the RSC work plan due to potential changes to the RSC charter.

Motion carried

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

Item 7 - Review of Charters and All Committees, GCHRCC:2016-07

The GCHRCC had before it the above-captioned report (GCHRCC:2016-07) from Mr. Ibrahim.  The Committee discussed the possibility of moving the oversight of the Office of the Commissioner of Housing Equity to the RSC in the future, pending discussions with the BIFAC chair.  At this time, the Committee recommended changing the financial authority of BIFAC to restrict approvals to contracts related to capital projects only.

Motion carried

ON MOTION DULY MADE by Ms. Wilkinson, seconded by Mr. Kennedy and carried, the GCHRCC unanimously approved recommending to the Board to revise: 

1. GCHRCC Charter as amended in Attachment 1 of the report; 
2. RSC Charter as amended in Attachment 2 of the report; and
3. The BIFAC signing authority changes.

Item 8 - Open Meeting Requirements, GCHRCC:2016-08

The GCHRCC had before it the above-captioned report (GCHRCC:2016-08) from Mr. Ibrahim and a brief discussion ensued.

Motion carried

ON MOTION DULY MADE by Ms. Wilkinson, seconded by Mr. Kennedy and carried, the GCHRCC adopted the report and recommended to the Board of Directors to adopt the open meeting requirements as outlined in the report.

Item 9 - Q4 2015 Compliance Reporting, GCHRCC:2016-09

The GCHRCC had before it the above-captioned report (GCHRCC:2016-09) from Mr. Ibrahim.  

Motion carried

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

Item 10 - Policy Approval: Conflict of Interest, GCHRCC:2016-13

This item is deferred to the next GCHRCC Meeting.

Item 11 - Policy Approval: Whistleblower Policy, GCHRCC:2016-15

This item is deferred to the next GCHRCC Meeting.

Item 12 - Annual Review of Corporate Communications and Branding Strategies of the Corporation, GCHRCC:2016-12

This item is deferred to the next GCHRCC Meeting.

Item 13 - Directors’ & Officers’ Insurance Coverage, GCHRCC:2016-14

The GCHRCC had before it the above-captioned report (GCHRCC:2016-14) from Mr. Ibrahim.

Motion carried

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

TERMINATION

The GCHRCC public meeting terminated at 11:36 a.m.