Governance, Risk and Human Resources Committee (GRHRC) Meeting - November 24, 2014

Public Agenda

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

Action: Committee Approval

Pre-read: Agenda

Presenter: Chair

2. Chair’s Poll re: Conflict of Interest

Action: Declaration

Pre-read

• Agenda
• Conflict of Interest Policy

Presenter: Chair

3. Confirmation of the Public Meeting Minutes of September 29, 2014

Action: Committee Approval

Pre-read: Minutes

Presenter: Chair

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

Action: Discussion

Pre-read: Action Item List

Presenter: Chair

Reports from the Governance, Risk and Human Resources Committee Chair

5. Chair’s Report and Remarks

Action: Information

Pre-read: -

Presenter: Chair

Corporate Governance Reports

6. 2014 GRHRC Work Plan Review

Action: Information (10 minutes)

Pre-read: GRHRC:2014-46

Presenter: General Counsel and Corporate Secretary

7. Board Charter

Action: Committee and Board Approval (5 minutes)

Pre-read: GRHRC:2014-47

Presenter: General Counsel and Corporate Secretary

8. Annual Review of Governance Handbook (Board Orientation Manual) and Orientation of New Councillor Directors

Action: Information (5 minutes)

Pre-read: GRHRC:2014-48 (Orientation Manual)

Presenter: General Counsel and Corporate Secretary

9. Subsidiary- Review of  By-Law No. 1 of Access Housing Connections Inc.

Action: Committee and Board Approval (5 minutes)

Pre-read: GRHRC:2014-49

Presenter: General Counsel and Corporate Secretary

Corporate Compliance Report

10. Compliance Reporting Q3 2014

Action: Information (5 minutes)

Pre-read: GRHRC:2014-50

Presenter: Director of Compliance and Legal Counsel

Closed Meeting Agenda

A. Approval of Agenda and Review of Agenda Order

Action: Committee Approval

Pre-read: Agenda

Presenter: Chair

B. Chair’s Poll re: Conflict of Interest

Action: Declaration

Pre-read

• Agenda
• Conflict of Interest Policy

Presenter: Chair

C. Confirmation of the Closed Meeting Minutes of September 29, 2014

Action: Committee Approval

Pre-read: Minutes

Presenter: Chair

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

Action: Discussion

Pre-read: Action Item List

Presenter: Chair

Reports from the Governance, Risk and Human Resources Committee Chair

E. Chair’s Report and Remarks

Action: Information

Pre-read: -

Presenter: Chair

Corporate Governance Reports

F. Confidential report 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 (15 minutes)

Pre-read: GRHRC:C2014-51

Presenter: General Counsel and Corporate Secretary

G. Confidential report 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: Committee and Board Approval (10 minutes)

Pre-read: GRHRC:C2014-52

Presenter: General Counsel and Corporate Secretary

Enterprise Risk Management Reports

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

Action: Information (5 minutes)

Pre-read: GRHRC:C2014-53

Presenter: General Counsel and Corporate Secretary

I. Confidential report 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 (10 minutes)

Pre-read: GRHRC:C2014-54

Presenter: General Counsel and Corporate Secretary; and Director of Compliance and Legal Counsel

Human Resources Report

J. Confidential report respecting:

1. human resource issues and employment matters, including labour relations or employee negotiations; and
2. 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 (10 minutes)

Pre-read: Verbal Report

Presenter: Interim Vice President, Human Resources

K. 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 (5 minutes)

Pre-read: Verbal Report

Presenter: Chair and General Counsel and Corporate Secretary

In Camera Agenda Items

L. Confirmation of In Camera Meeting Minutes of September 29, 2014

Action: Committee Approval

Pre-read: Minutes

Presenter: Chair

M. Confidential report respecting:

1. human resource issues and employment matters, including labour relations or employee negotiations; and
2. 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: Committee Approval (10 minutes)

Pre-read: GRHRC:C2014-55

Presenter: General Counsel and Corporate Secretary

TERMINATION

Public Meeting Minutes

The Governance, Risk and Human Resources Committee (GRHRC) of Toronto Community Housing Corporation (TCHC) held a public meeting on November 24, 2014, in the Main Floor Conference Room, 931 Yonge Street, Toronto, ON M4W 2H2, commencing at 8:33 a.m.

Committee Directors in Attendance:

Christian Buhagiar, Chair 

Jennifer Wood

Ex-Officio Director in Attendance:

Norman (Bud) Purves

Committee Directors Absent:

Munira Abukar (on a leave of absence)

Councillor Ana Bailão

Also Present:

Marta Asturi, Legal Counsel and Assistant Corporate Secretary 

Sara Goldvine, Manager, Media & Public Relations

Jason Gorel, Chief Financial Officer & Treasurer

Ismail Ibrahim, Director Compliance and Legal Counsel

Hugh Lawson, Director, Strategic Planning & Stakeholder Relations

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

Pamela Spencer, General Counsel and Corporate Secretary/ Interim 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

Motion carried

ON MOTION DULY MADE by Ms. Wood, seconded by Mr. Buhagiar and carried, the GRHRC unanimously approved the agenda as presented.

Item 2 - Declaration of Conflict of Interest

The Chair requested members of the GRHRC 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 September 29, 2014

The GRHRC had before it the above-captioned minutes.  

Motion carried

ON MOTION DULY MADE by Ms. Wood, seconded by Mr. Buhagiar and carried, the GRHRC unanimously confirmed the public minutes of September 29, 2014.

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

The GRHRC unanimously received the report for information.

Item 5 - Report and Remarks from the Committee Chair, Verbal

No report at this time.

Item 6 - 2014 GRHRC Work Plan Review, GRHRC:2014-46

The GRHRC had before it the above-captioned report (GRHRC:2014-46) from the General Counsel and Corporate Secretary.

The GRHRC and Management discussed the report, highlighting the following:

• Format of the Work Plan – the GRHRC members had different views with respect to the format of the Work Plan: while some members considered the current format cumbersome, other members considered it useful. It was proposed that a checklist with all the items and responsibilities be developed versus the detailed format of the Work Plan presented. 
• The GRHRC recommended that commencing in 2015, in addition to the November annual year-end reporting on completion of the Work Plan, Management will also report mid-year on the status of the 2015 Work Plan.

Motion carried

ON MOTION DULY MADE by Ms. Wood, seconded by Mr. Buhagiar and carried, the GRHRC unanimously received the report for information.

Item 7 - Board Charter, GRHRC:2014-47

The GRHRC had before it the above-captioned report (GRHRC:2014-47) from the General Counsel and Corporate Secretary. 

The GRHRC and Management discussed the report, and the GRHRC recommended the following amendments to the draft Board Charter:

• Purpose Section:  Include a more detailed description of TCHC and the Board’s activities tied to the Mission and Vision of the Corporation.
• Purpose Section:  Include a reference to the President and Chief Executive Officer of the TCHC as a specific area of the Board’s responsibility.
• Section A. Strategic Planning and Mission, Vision and Values:
  • Fourth bullet:  Replace with “the Board of Directors will be guided by the Strategic Plan and strategic direction.” 
  • Delete Last bullet.
• Section C. Financial and Operational Oversight:  Third and sixth bullets – revert back to the wording from “recommends” to “ensures.”
• Section F. Governance and Compliance:  Third, fourth and fifth bullets – revert back to the wording from “recommends” to “ensures.”
• Include reference to the Executive Compensation Policy in the Board Charter.

Motion carried

ON MOTION DULY MADE by Ms. Wood, seconded by Mr. Buhagiar and carried, the GRHRC reviewed and received the draft Board Charter as amended, and resolved to forward the amended Board Charter to the Board of Directors for approval.

Item 8 - Annual Review of Governance Handbook (Board Orientation Manual) and Orientation of New Councillor Directors, GRHRC:2014-48

The GRHRC had before it the above-captioned report (GRHRC:2014-48) from the General Counsel and Corporate Secretary.

The GRHRC and Management discussed the report, highlighting the following:

• Management confirmed that the materials for the orientation of newly appointed directors are available on the Board Portal.
• Management will orient the newly appointed Board members the week of December 8th.
• Discussion on the benefits of peer-to-peer director orientation through meetings between the Board Chair and Committee Chairs with the newly appointed Board member.

Motion carried

ON MOTION DULY MADE by Mr. Buhagiar, seconded by Ms. Wood and carried, the GRHRC unanimously received the report for information.

Item 9 - Subsidiary- Review of  By-Law No. 1 of Access Housing Connections Inc., GRHRC:2014-49

The GRHRC had before it the above-captioned report (GRHRC:2014-49) from the General Counsel and Corporate Secretary.  The GRHRC and Management discussed the report, which is a housekeeping matter.  The GRHRC recommended the following amendment to section 9.04 of the AHCI Bylaw No. 1:  deletion of “entitled to vote on that resolution at a meeting of the Shareholder.”

Motion carried

ON MOTION DULY MADE by Ms. Wood, seconded by Mr. Buhagiar and carried, the GRHRC unanimously adopted this report as amended, with the recommendation that the report be forwarded to the Board of Directors to:

1. Approve the amendments to ACHI By-Law No.1 (Attachment 1); and
2. Authorize the General Counsel and Corporate Secretary to implement the above recommendation.

Item 10 - Compliance Reporting Q3 2014, GRHRC:2014-50

The GRHRC had before it the above-captioned report (GRHRC:2014-50) from the President and Chief Executive Officer (Interim).

The GRHRC inquired with respect to the status of the Compliance Program at the corporation level. Due to emerging priorities, the compliance process has not yet been finalized, but different component parts are being gathered as part of the Auditor General’s City-wide risk assessment.

Motion carried

ON MOTION DULY MADE by Ms. Wood, seconded by Mr. Buhagiar and carried, the GRHRC unanimously received the report for information.

PUBLIC MEETING PROCEEDINGS

The GRHRC resolved to terminate the public meeting at 9:27 a.m.