Governance, Risk and Human Resources Committee (GCHRC) Meeting - September 14, 2012

Public Agenda

In Camera – Committee Only

Chair’s Poll re: Conflict of Interest

Approval of Agenda and Review of Agenda Order

Confirmation of Governance, Risk and Human Resources Committee Public Minutes –  July 31, 2012

Business Arising from the Minutes and Committee Action Item List

Reports from the Governance, Risk and Human Resources Committee Chair

Chair’s Report and Remarks (Verbal)

Reports from Management

1. 2012 Community Management Plan Mid-Year Progress Report
2. CMP Update – Verbal
3. Director Education, Training and Conference Opportunities
4. Directors’ Attendance Record for June 2011 to July 2012
5. Corporate Governance Handbook - Board Charter
6. Board and Director Evaluation
7. Nominee for Non Profit Board

Closed Meeting Agenda

Chair’s Poll re: Conflict of Interest

Approval of Agenda and Review of Agenda Order

A. Confirmation of Governance, Risk and Human Resources Committee Public Minutes – July 31, 2012 and August 14, 2012

Business Arising from the Minutes and Committee Action Item List

Reports from the Governance, Risk and Human Resources Committee Chair

Chair’s Report and Remarks (Verbal)

Reports from Management

B. Confidential item respecting the business of the corporation

C. Confidential item respecting the business of the corporation

D. Confidential item respecting the business of the corporation

E. Confidential item respecting the business of the corporation

F. Confidential item respecting the business of the corporation

G. Confidential item respecting the business of the corporation

In Camera

1. Confidential item respecting an identifiable individual
2. Confidential item respecting the business of the corporation
3. Confidential item respecting the business of the corporation

TERMINATION

Public Meeting Minutes

The Governance, Risk and Human Resources Committee of Toronto Community Housing Corporation met on September 14, 2012, in the Main Floor Conference Room, 931 Yonge Street, commencing at 8:50 a.m.

Committee Directors present:

Christian Buhagiar, Chair

Jennifer Wood

Catherine Wilkinson

Regrets:

none

Additional Directors present:

Norman (Bud) Purves, Chair of the TCHC Board of Directors

Also present:

Jason Gorel, Chief Financial Officer

Michelle Haney-Kileeg, General Manager

Eugene Jones Jr., President and Chief Executive Officer

Hugh Lawson, Director - Strategic Planning & Stakeholder Relations

Janice Lewkoski, Board Secretary

Bruce Malloch, Director, Strategic Communications

Adeola Saigo, Business Planner

Michael Vear, Chief Internal Auditor

Michelle Wong, General Counsel and Corporate Secretary

At 8:50 a.m., the Committee met in camera with the President and Chief Executive Officer. At 9:01 a.m., the public session commenced.

The Chair called the meeting to order and Ms. Mirela Bolentiru served as recording secretary.

Ms. Catherine Wilkinson joined the meeting at 9:04 a.m.

Declaration of Conflict of Interest

The Chair requested members of the Governance, Risk and Human Resources Committee to indicate any agenda item in which they had a conflict of interest, together with the nature of the interest. None were declared.

Approval of Agenda

The Governance, Risk and Human Resources Committee unanimously approved the agenda as presented.

Approval of Previous Minutes July 31, 2012

The Governance, Risk and Human Resources Committee resolved to defer the above-captioned minutes to the next meeting and to provide comments off line.

Business Arising from the Minutes and Committee Action Item List

The Committee agreed that the format of the action item list at the Board level be also used for the Committee.

Deputations

The Committee Chair polled for any deputations to be heard at the meeting and explained the deputation process. None were received. The Committee agreed to allow Mr. Clive Williams to speak at the end of the meeting.

Item 1 – 2012 Community Management Plan Mid-Year Progress Report, GRHRC:2012-46

The Governance, Risk and Human Resources Committee had before it the above-captioned report (GRHRC:2012-46) from the President and Chief Executive Officer.

Management presented the report and a discussion ensued including the following highlights:

• The Committee noted that there was no updated information with respect to strengthening foundations – healthy workplaces, corporate governance strategy and communications. Management advised that there were no updates for the mid-year progress report.
• The Committee noted that the first page of the report mentioned defining measures with respect to enterprise risk management (ERM), but does not articulate how to measure success. The Committee further noted that the current 2012 CMP ends in Q4 2012 and discussed whether the ERM measures will be part of the new strategic plan. Management explained that although the new strategy has not been yet mapped out, ERM will be included in the 2013 Work Plan for the Committee.
• The Committee asked whether oversight of ERM needs to be anchored. The President and CEO together with staff will review ERM and will report back to the Committee providing their comments at a future meeting.
• The Committee discussed how risk protocols are structured, and bringing all operational risk together under ERM.

Motion carried

ON MOTION DULY MADE by Ms. Catherine Wilkinson, seconded by Ms. Jennifer Wood, the Governance, Risk and Human Resources Committee received the report for information.

Item 2 – CMP Update, Verbal

Mr. Clive Williams provided a verbal deputation on this agenda item at the end of the public session.

Management presented the Governance, Risk and Human Resources Committee with a verbal summary, including the following highlights:

• A description of the upcoming town hall meetings was provided and six theme areas were identified:
  • Implementation of the resident services unit.
  • Finance management.
  • Implementation of the landlord mandate.
  • Reputation.
  • Advocacy and Government Relations Strategy.
  • Excellent customer service.
• The Committee noted that a pre-condition of those meetings is that staff and the members of the Board of Directors will be involved in the proposed themes. Management confirmed that the Board of Directors has been involved in shaping themes through interviews conducted during 2012.
• The Committee raised concerns as to whether the discussions were too broad. Management will seek input on their strategy from the Board of Directors and then test the strategy with the stakeholders.
• A stakeholder summit will be held on October 24, 2012. An invitation with be sent out to the Board of Directors to attend the summit.

Motion carried

ON MOTION DULY MADE by Ms. Catherine Wilkinson, seconded by Ms. Jennifer Wood, the Governance, Risk and Human Resources Committee received this report for information.

Item 3 – Director Education, Training and Conference Opportunities, GRHRC:2012-47

The Governance, Risk and Human Resources Committee had before it the above-captioned report (GRHRC:2012-47) from the President and Chief Executive Officer.

Management introduced the report to the Committee and a discussion ensued addressing the following:

• The Committee discussed the process for identifying educational and conference opportunities for the Board of Directors. The Board must first articulate its vision for education and training opportunities that fits within TCHC’s business and include best practices in the industry that applies to TCHC. Direction must also be given on the budget available.
• In 2013, management will present the Committee with a list of current opportunities that address best practices in the industry TCHC operates.
• The Committee requested that the Board of Directors be informed in due time about staff presentations at conferences and management confirmed that it will notify the Board members.

Motion carried

ON MOTION DULY MADE by Ms. Catherine Wilkinson, seconded by Ms. Jennifer Wood, the Governance, Risk and Human Resources Committee received the report for information.

Item 4 – Directors’ Attendance Record for June 2011 to July 2012, GRHRC:2012-48

The Governance, Risk and Human Resources Committee had before it the above-captioned report (GRHRC:2012-48) from the President and Chief Executive Officer.

A discussion ensued, including the following highlights:

• It is every Board member’s duty to attend meetings. Attendance is part of the evaluation process of the Board members.
• The Committee noted that the second page of the report mentioned the City’s Public Appointments Policy, which is applicable to citizen appointments. The Committee requested that staff clarify if that policy is equitable for all other members for consistency in its applicability.
• The Chair of the Board of Directors requested that the City’s Public Appointments Policy and the rules related to absences of the Board members be posted on the website under accountability heading.
• The Committee recommended to defer proceeding with posting on the website before the end of the fiscal year when the evaluation process of the directors has not yet been completed.
• Concerns were raised as to whether written notice is sent to the City with respect to the Board members’ absences. The Committee requested that staff determine the rules applicable with respect to the TCHC directors’ absences and the number of absences that warrant a written notice to be sent to the City. At this time, the shareholder has not been notified. The Committee agreed to address this matter again next year.

Motion carried

ON MOTION DULY MADE by Ms. Jennifer Wood, seconded by Ms. Catherine Wilkinson, the Governance, Risk and Human Resources Committee received the report for information.

Item 5 – Corporate Governance Handbook - Board Charter, GRHRC:2012-49

The Governance, Risk and Human Resources Committee had before it the above-captioned report (GRHRC:2012-49) from the President and Chief Executive Officer.

A discussion ensued, including the following highlights:

• The Committee did not have specific editorial comments with respect to the Board Charter presented in the report.
• The Committee requested a status update on the stage of completion of the Corporate Governance Handbook. Management advised that the Corporate Governance Handbook is close to completion and will provide the Committee with a list of the documents approved to date by the Committee to be included in the Corporate Governance Handbook with target date of completion to forward to the Board of Directors for final approval.

Motion carried

ON MOTION DULY MADE by Ms. Jennifer Wood, seconded by Ms. Catherine Wilkinson, the Governance, Risk and Human Resources Committee received the report and resolved to:

1. Review and approve the draft Board Charter to be incorporated into the Corporate Governance Handbook; and
2. Direct staff to take all necessary actions to implement recommendation 1.

Item 6 – Board and Director Evaluation, GRHRC:2012-50

The Governance, Risk and Human Resources Committee had before it the above-captioned report (GRHRC:2012-50) from the President and Chief Executive Officer.

The Committee discussed the evaluation processes, highlighting the following:

• Real value stems in assessing individual Board members versus self assessment. The Committee suggested an assessment of individual Board members as a totality, followed by a peer review.
• Peer review is an essential and very sensitive component of the evaluation process. Therefore, it was suggested that the peer review be an anonymous process and guidance was requested in this respect.
• Great attention should be allocated to the structure of the evaluation process. Transparency of the director evaluation process is also needed.
• The Committee discussed the proposal to obtain ratings from the residents with respect to the directors’ performance and whether they accomplished what they said they will before they depart from the Board.
• The Chair of the Board of Directors wanted to see the Board of Directors focused on the mission of the Corporation.
• The Committee requested that the Board of Directors discuss this matter at its October 22, 2012 meeting. All findings from the evaluation process will be presented and discussed at the November 23, 2012 Committee meeting and then forwarded to the Board of Directors for final approval at its December 2012 meeting.

Motion carried

ON MOTION DULY MADE by Ms. Jennifer Wood, seconded by Ms. Catherine Wilkinson, the Governance, Risk and Human Resources Committee resolved to adopt the report and forward it to the Board of Directors to approve:

1. the proposed approach to Director Evaluation; and
2. direct staff to take all necessary actions to implement recommendation 1.

Item 7 – Nominee for Non Profit Board, GRHRC:2012-51

The Governance, Risk and Human Resources Committee had before it the above-captioned report (GRHRC:2012-51) from the President and Chief Executive Officer.

A discussion ensued between the Committee and management, addressing the following:

• The Committee requested clarification with respect to whether the request for a seat on the ONPHA Board is a personal appointment or a representative position.
• The General Counsel and Corporate Secretary explained that TCHC does not have an allocated seat on the ONPHA Board of Directors. However, traditionally, TCHC has always had a representative on that Board.

Motion carried

ON MOTION DULY MADE by Ms. Catherine Wilkinson, seconded by Ms. Jennifer Wood, the Governance, Risk and Human Resources Committee adopted the report and resolved to approve:

1. Michelle Haney-Kileeg, General Manager as a nominee to serve on the Ontario Non Profit Housing Association (ONPHA) for a three-year term commencing November 18, 2012; and
2. the Committee Chair, CEO or designate to take all necessary actions to implement recommendation #1.

Closed Meeting Proceedings

Motion carried

ON MOTION DULY MADE by Ms. Catherine Wilkinson, seconded by Ms. Jennifer Wood, the Governance, Risk and Human Resources Committee resolved to meet in closed meeting at 10:06 a.m. to consider items A - G.

Public Proceedings

At 11:17 a.m., the Chair announced the resumption of the public proceedings and the public meeting reconvened at that time.

The Governance, Risk and Human Resources Committee ratified the actions authorized during the closed meeting.

Termination

The meeting of the Governance, Risk and Human Resources Committee was terminated at 11:17 a.m.