Governance, Risk and Human Resources Committee (GCHRC) Meeting - September 20, 2013

Public Agenda

1. Approval of Agenda and Review of Agenda Order

Action: Approval

Pre-read: Agenda

Presenter: All

2. Confirmation of Public Meeting Minutes of August 8, 2013

Action: Approval

Pre-read: Minutes

Presenter: All

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

Action: Discussion

Pre-read: Action Item List

Presenter: All

Reports from the Governance, Risk and Human Resources Committee Chair

4. Chairs Report and Remarks

Action: Information

Pre-read: -

Presenter: Chair

Reports from Management

5. Compliance Reporting, Q2 2013

Action: Information

Pre-read: GRHRC:2013-48

Presenter: Interim Functional Lead, Legal Services

6. External Directorship Nominations to the HSC and ONPHA’s Board of Directors

Action: Approval

Pre-read: GRHRC:2013-49

Presenter: Legal Counsel and Assistant Corporate Secretary

7. Lobbyist Legislation and Implications

Action: Information

Pre-read: GCHRC:2013-50

Presenter: Director, Strategic Planning & Stakeholder Relations

8. Executive Compensation Subcommittee

Action: Approval

Pre-read: GCHRC:2013-51

Presenter: Legal Counsel and Assistant Corporate Secretary

Closed Meeting Agenda Items

A. Approval of Agenda and Review of Agenda Order

Action: Approval

Pre-read: Agenda

Presenter: All

B. Confirmation of Closed Meeting Minutes of August 8, 2013

Action: Approval

Pre-read: Minutes

Presenter: All

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

Action: Discussion

Pre-read: Action Item List

Presenter: All

Reports from the Governance, Risk and Human Resources Committee Chair

D. Chair’s Report and Remarks

Action: Information

Pre-read: -

Presenter: Chair

Reports from the Special Governance Review Subcommittee

E. Chair's Report and Remarks

Action: Information

Pre-read: -

Presenter: Chair

Reports from Management

F. Confidential item respecting confidential information related to human resources

Action: Information

Pre-read: Verbal

Presenter: VP, Human Resources

G. Confidential item respecting  matters that are or may be the subject of litigation or potential litigation, including matters before administrative tribunals, affecting the corporation

Action: Information

Pre-read: GRHRC:C2013-53

Presenter: Interim Functional Lead, Legal Services

H. Confidential item respecting an investigation by the Ombudsman that is subject to the secrecy provisions of section 173 of the City of Toronto Act

Action: Information

Pre-read: GRHRC:C2013-54

Presenter: Director, Strategic Planning & Stakeholder Relations

I. Confidential item respecting matters involving a proposed or pending transaction with a third party

Action: Information

Pre-read: GRHRC:C2013-55

Presenter: Chief Financial Officer and Risk Manager

J. Confidential item respecting matters that are not required to be disclosed under the Municipal Freedom of Information and Protection of Privacy Act, including but not limited to personal matters about identifiable individuals, a proposed or pending transaction with a third party, and recommendations of proposed policy or processes

Action: Information

Pre-read: GRHRC:C2013-56

Presenter: Chief Financial Officer

K. Confidential item respecting matters that are not required to be disclosed under the Municipal Freedom of Information and Protection of Privacy Act, including but not limited to recommendations of proposed policy or processes

Action: Information

Pre-read: GRHRC:C2013-52

Presenter: Legal Counsel and Assistant Corporate Secretary

In Camera Agenda

L. Confirmation of In Camera Meeting Minutes of August 17, 2013

Action: Approval

Pre-read: Minutes

Presenter: All

M. Committee Only

Action: -

Pre-read: -

Presenter: -

TERMINATION

ARTICLES

Board Dynamics: Not Easily Measurable But….Matters Greatly

Do Board Dynamics help or hurt board effectiveness?

Richard Leblanc, Associate Professor, Law, Governance & Ethics, York University

Public Meeting Minutes

The Governance, Risk and Human Resources Committee of Toronto Community Housing Corporation held a public meeting on September 20, 2013, in the Main Floor Conference Room, 931 Yonge Street, Toronto, commencing at 10:40 a.m.

Committee Directors present:

Christian Buhagiar, Chair

Councillor Ana Bailao

Jennifer Wood

Regrets:

Munira Abukar

Also present:

Marta Asturi, Legal Counsel and Assistant Corporate Secretary

Jason Gorel, Chief Financial Officer

Ismail Ibrahim, Legal Counsel

Hugh Lawson, Director of Strategic Planning and Shareholder Relations

Janice Lewkoski, Board Secretary

Katheleen Llewellyn-Thomas, Chief Operating Officer

Anand Maharaj, Vice President, Human Resources

Helen Trajanos, Risk Manager, Risk Management and Insurance

Michael Vear, Chief Internal Auditor

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

Item 1 – Approval of Agenda

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

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.

Item 2 – Confirmation of Public Minutes of August 8, 2013

The Governance, Risk and Human Resources Committee confirmed the minutes of August 8, 2013.

Item 3 – Business Arising from the Minutes and Committee Action Items Update

The Governance, Risk and Human Resources Committee received the report for information.

Item 4 – Report and Remarks from the Committee Chair, Verbal

The Committee Chair presented the following summary of the Committee’s activity and items that need to be addressed in 2014, based on priority:

• Human Resources – human capital and policies.
• Risk – develop a robust ERM framework to address the risk tolerance of the Board.

Item 5 – Compliance Reporting, Q2 2013, GRHRC:2013-48

The Governance, Risk and Human Resources Committee had before it the above-captioned report (GRHRC:2013-48) from the President and Chief Executive Officer.

A discussion ensued, including the following:

• The Director of Compliance and Legal Counsel confirmed that the Corporation is on track for compliance reporting in Q4 2013.
• A work plan and strategy to be developed to implement the ERM program in the long term.
• The Committee recommended that management report back to the Committee on different levels of compliance such as:
  • Statutory obligations.
  • Shareholder’s obligations.
  • Tax implications.
  • Contracts – how many contracts are entered into per annum and level of performance.
  • Policy compliance.

The Governance, Risk and Human Resources Committee received the report for information.

Item 6 – External Directorship Nominations to the HSC and ONPHA’s Board of Directors, GRHRC:2013-49

The Governance, Risk and Human Resources Committee had before it the above-captioned report (GRHRC:2013-49) from the President and Chief Executive Officer.

A discussion ensued, including the following:

• The Committee raised and discussed the potential issue of conflict of interest, as well as dual duties of confidentiality and disclosure of TCHC nominee directors sitting on an external board whose interests may be adverse to TCHC or relate to a transaction between TCHC and the external board.
• Pertinent case of PWA Corp v Gemini Group Automated Distribution Systems Inc. provided some guidance on the duty of corporate fiduciaries to disclose confidential information in the context of dual loyalties.
• The Committee requested that management review the nominations in light of the dual loyalty issue, weigh the different ways of managing this issue and report back with a recommended approach.

Deferred

The Governance, Risk and Human Resources Committee deferred the report subject to legal review and appropriate recommendations.

Item 7 – Lobbyist Legislation and Implications, GRHRC:2013-50

The Governance, Risk and Human Resources Committee had before it the above-captioned report (GRHRC:2013-50) from the President and Chief Executive Officer.

A discussion ensued addressing the following matters:

• Background summary:
  • In June 2013, the TCHC Board of Directors approved the establishment of a lobbyist registry for TCHC on a voluntary basis.
  • TCHC as a public sector organization and recipient of more than $10 million in public funds fell under the requirements of the Broader Public Sector Accountability Act. This Act does not allow TCHC to use provincial funds for lobbying purposes. The Committee inquired if there were other requirements in the Act that require compliance by TCHC. Management unaware of any and will report back on this matter if any further requirements do come to light.
  • Work on the lobbyist registry has been delayed due to staff vacancies. The work may resume as vacancies have been filled.
• The Committee raised the issue of whether not hiring a consultant lobbyist should be part of the policy – the Committee noted that there might be situations that would warrant hiring a consultant lobbyist.
• Status of lobbyist registry – management is working to complete this task by the end of 2013. Meetings with the City are scheduled. Once the lobbyist registry implemented, all stakeholders will be informed in due time.

Motion carried

The Governance, Risk and Human Resources Committee received the report for information.

Item 8 – Executive Compensation Subcommittee, GRHRC:2013-51

The Governance, Risk and Human Resources Committee had before it the above-captioned report (GRHRC:2013-51) from the President and Chief Executive Officer.

A discussion ensued, including the following highlights:

• Management is preparing a Request for Proposals (RFP) to retain an external advisor to undertake a 360 degree leadership assessment of the President and CEO and provide support to the Executive Compensation Subcommittee with review of the performance and compensation recommendations of the CEO and Executive Officers.
• Management is in the process of developing the scope of work and developing list of external advisors to seek proposals.
• Targeting late October or early November to complete the process to select the external advisor.

Motion carried

ON MOTION DULY MADE by Mr. Christian Buhagiar, seconded by Ms. Jennifer Wood, the Governance, Risk and Human Resources Committee adopted the report and resolved to:

1. strike an Executive Compensation Subcommittee reporting to the Governance, Risk and Human Resources Committee, and approve the terms of reference set out in Attachment 1;
2. appoint the Chair of the Governance, Risk and Human Resources Committee as Chair of the Executive Compensation Subcommittee, and the Board Chair and chairs of each standing committee as members of the Executive Compensation Subcommittee; and
3. authorize the Chair of the Governance, Risk and Human Resources Committee, the Toronto Community Housing President & CEO and the Vice President of Human Resources (and their respective designates) to take all necessary actions and execute all documents as required to implement the above recommendations.

PUBLIC MEETING PROCEEDINGS

The Governance, Risk and Human Resources Committee terminated the public meeting at 11:14 a.m.

IN CAMERA MEETING PROCEEDINGS

The Governance, Risk and Human Resources Committee resolved to meet in camera at 11:14 a.m.

TERMINATION

The meeting of the Governance, Risk and Human Resources Committee terminated at 11:30 a.m.