GOVERNANCE, COMMUNICATIONS AND HUMAN RESOURCES COMMITTEE MEETING AGENDA PUBLIC SESSION Date: March 31, 2021 Time: 8:55 a.m. – 9:45 a.m. Location: Virtual (NOT in person)
Agenda
Time Description Action Pre-read Presenter Page # Public Agenda 8:55 1. Chair’s Remarks Information Verbal Report Chair - 5 minutes 9:00 2. Consent agenda 5 minutes a) Approval of Public GCHRC Agenda Chair 1 Meeting Agenda Approval b) Chair’s Poll re: Declaration Agenda and Chair - Conflict of Interest Conflict of Interest Policy c) Confirmation of the GCHRC Minutes Chair 3 Public Meeting Approval Minutes of February 1, 2021 d) City Council Information GCHRC:2021 Director, 8 Directions Requiring -08 Strategic Board Attention Planning & Stakeholder Relations PUBLIC AGENDA – GCHRC Meeting – March 31, 2021
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Time Description Action Pre-read Presenter Page # e) Regent Park – New Approval GCHRC:2021 Chief 18 Subsidiary -09 Development Corporation Officer and General Counsel & Corporate Secretary
f) Annual General GCHRC & GCHRC:2021 General Counsel 26 Meeting Process for Board -10 & Corporate TCHC and its Approval Secretary Subsidiaries g) Investment Advisory Information GCHRC:2021 General Counsel 32 Committee – -11 & Corporate Recruitment of New Secretary Committee Member h) Annual Review of Approval GCHRC:2021 General Counsel 38 Board and -17 & Corporate Committee Charters Secretary 9:05 3. Business Arising Information Action Item Chair 76 from the Public List Meeting Minutes and 5 minutes Action Items Update 9:10 4. Update on Discussion GCHRC:2021 General Counsel 81 Professional -13 & Corporate Standards Unit 15 minutes Secretary 9:25 5. TCHC 2021-22 Information GCHRC:2021 Vice President, 86 Strategic -16 Strategic Communications 20 minutes Planning & Plan Communications
TERMINATION Item 2C - Minutes of Public Meeting February 1, 2021
Public Meeting Minutes February 1, 2021
Governance, Communications and Human Resources Committee
931 Yonge Street, Toronto, M4W 2H2 Page 1 of 5
The Governance, Communications and Human Resources Committee (“GCHRC”) of the Toronto Community Housing Corporation (“TCHC”) held a virtual Public meeting on February 1, 2021, via WebEx, commencing at 10:33 a.m.
GCHRC Directors Brian Smith, Chair Present: John Campbell Ubah Farah Councillor Paula Fletcher
GCHRC Directors Absent: Debbie Douglas
Management Present: Kevin Marshman, President & Chief Executive Officer (“CEO”) Sheila Penny, Chief Operating Officer (“COO”) Darragh Meagher, General Counsel & Corporate Secretary Rose-Ann Lee, Chief Financial Officer & Treasurer Barbara Shulman, Interim Vice President, Human Resources Allen Murray, Vice President, Facilities Management Jill Bada, General Manager, Seniors Housing Unit Lindsay Viets, Director, Strategic Planning & Stakeholder Relations Minh Toan, Business Planner, Stakeholder Relations Ceilidh Wilson, Assistant Corporate Secretary
3 Item 2C - Minutes of Public Meeting February 1, 2021 Governance, Communications and Human Resources Committee Public Minutes February 1, 2021
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A quorum being present, Mr. Smith, serving as Chair, called the meeting to order, and Ms. Wilson served as recording secretary.
ITEM 1 CHAIR’S REMARKS
The Chair welcomed everyone to the GCHRC meeting, noted the Acknowledgement of the Land and notified everyone that due to the need for social distancing to limit the spread of COVID-19, TCHC’s holding this GCHRC meeting virtually.
COVID-19 Update TCHC’s COVID-19 response is now in its eleventh month, and the Chair thanked employees for the exemplary work they are doing to deliver essential services and support TCHC tenants. Many of TCHC’s communities are among the hardest hit by the virus, and employees have stepped up to support tenants who are self-isolating and help agencies deliver food and other essentials to seniors and vulnerable tenants. In particular, the Chair recognized the contributions of staff who work in TCHC buildings. Given the resurgence of COVID-19 cases, TCHC’s maintaining the extended 10-hour shift schedules that are enabling TCHC to deliver enhanced cleaning protocols that are preventing the spread of the virus and keeping people safe.
Lastly, the Chair thanked everyone at the company for setting a good example by following public health advice at work and at home.
DEPUTATIONS
The following written deputations were received in relation to the following items: • Item 2D – City Council Directors Requiring Board Attention (Cheryl Duggan) • Item 3 – Business Arising from the Public Meeting Minutes and Action
4 Item 2C - Minutes of Public Meeting February 1, 2021 Governance, Communications and Human Resources Committee Public Minutes February 1, 2021
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Items Update (Cheryl Duggan) • Item 4 – 2021 Public GCHRC Work Plan (Cheryl Duggan)
ITEM 2A APPROVAL OF PUBLIC MEETING AGENDA Motion ON MOTION DULY MADE by Mr. Campbell, seconded by Ms. carried Farah and carried, the GCHRC approved the Public meeting agenda for the GCHRC’s February 1, 2021 meeting.
ITEM 2B CHAIR’S POLL RE: CONFLICT OF INTEREST
The Chair requested members of the GCHRC to indicate any agenda item in which they had a conflict of interest, together with the nature of the interest. No conflicts were declared.
CONFIRMATION OF MINUTES OF THE PUBLIC GCHRC ITEM 2C MEETING OF NOVEMBER 27, 2020
Motion ON MOTION DULY MADE by Mr. Campbell, seconded by Ms. carried Farah and carried, the GCHRC confirmed the above-captioned minutes without amendments.
CITY COUNCIL DIRECTIONS REQUIRING ITEM 2D BOARD ATTENTION GCHRC:2021-05
Verbal deputation from Cheryl Duggan was received with respect to this item.
Motion ON MOTION DULY MADE by Mr. Campbell, seconded by Ms. carried Farah and carried, the GCHRC received the information contained in Report GCHRC:2021-05, being an update on TCHC-related Council decisions that require action by the TCHC Board of Directors, for its information.
5 Item 2C - Minutes of Public Meeting February 1, 2021 Governance, Communications and Human Resources Committee Public Minutes February 1, 2021
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BUSINESS ARISING FROM THE PUBLIC MEETING MINUTES ITEM 3 AND ACTION ITEMS UPDATE
Verbal deputation was received from Cheryl Duggan with respect to this item.
Motion ON MOTION DULY MADE by Mr. Campbell, seconded by Ms. carried Farah and carried, the GCHRC received the matters reported as Business Arising from the Public Meeting Minutes and Action Items Update for its information.
ITEM 4 2021 PUBLIC GCHRC WORK PLAN GCHRC:2021-06
Verbal deputation was received from Cheryl Duggan with respect to this item.
The above-captioned report (GCHRC:2021-06) was circulated to GCHRC members prior to the meeting.
Mr. Meagher was available to answer questions of the GCHRC.
Motion ON MOTION DULY MADE by Councillor Fletcher, seconded by carried Ms. Farah and carried, the GCHRC approved the 2021 Public GCHRC Work Plan as set out in Attachment 1 to Report GCHRC:2021-06.
TERMINATION
The public meeting terminated at 11:01 a.m.
6 Item 2C - Minutes of Public Meeting February 1, 2021 Governance, Communications and Human Resources Committee Public Minutes February 1, 2021
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Secretary Chair, Governance, Communications and Human Resources Committee
7 Item 2D - GCHRC:2021-08 Page 1 of 3
City Council Directions Requiring Board Attention Item 2D March 31, 2021 Governance, Communications and Human Resources Committee
Report: GCHRC:2021-08
To: Governance, Communications and Human Resources Committee (“GCHRC”)
From: Director, Strategic Planning & Stakeholder Relations
Date: March 3, 2021
PURPOSE: The purpose of this report is to provide the GCHRC with an update on TCHC-related Council decisions that require action by the TCHC Board of Directors (the “Board”).
REPORT HISTORY: The template for this report was presented and approved by the GCHRC at its November 5, 2020 meeting. The iteration of this report provided at the February 1, 2021 GCHRC meeting included a catch-up of all TCHC-related Council items from 2019 and 2020.
This report includes new TCHC-related Council items since the February 1, 2021 GCHRC meeting and covers Council meetings held on February 2 and 3, 2021 and February 18, 2021. Attachment 1 includes the two new items from this report, listed below, and all outstanding or on-going items remaining from the previous report.
RECOMMENDATIONS: It is recommended that the GCHRC receive this report for information.
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REASONS FOR RECOMMENDATIONS: Toronto City Council regularly makes decisions that impact the corporation. This report helps to keep the GCHRC informed of City Council decisions that require their attention, action and/or input.
COUNCIL ITEMS REQUIRING BOARD ATTENTION:
Report Name: EX20.9 Toronto Seniors Housing Corporation Board of Directors Date at Council: February 2 and 3, 2021 Council Decision: Adopted with amendments Attention required from Board: In anticipation of legal incorporation of the Seniors Housing Corporation, this report recommends the Terms of Reference for the Board of Directors for the Seniors Housing Corporation, and directs the City Clerk to initiate recruitment of the Board. Management Recommendations: The Board receive this item for information (link to report: here)
Report Name: EX21.2 2021 Capital and Operating Budgets Date at Council: February 18, 2021 Council Decision: Adopted with amendments Attention required from Board: City Council approved the Capital and Operating Budgets for TCHC within Shelter, Support & Housing Administration’s overall budget. Management Recommendations: The Board receive this item for information (link to report: here)
SIGNATURE:
“Lindsay Viets”
Lindsay Viets Director, Strategic Planning & Stakeholder Relations
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ATTACHMENT: 1. City Council Items – Status Tracker
STAFF CONTACT: Minh Toan, Business Planner 416-981-4371 [email protected]
10 Item 2D - City Council Directions Requiring Board Attention Report:GCHRC:2021-08 Public GCHRC Meeting - March 31, 2021 Attachment 1 - Attachment 1 Item 2D - GCHRC:2021-08
Council Relevant Management Item Date Action or Attention by TCHC Board Decision Division Reccomendations
COUNCIL ITEMS REQUIRING BOARD ATTENTION/ACTION 19-AU2.1 AU2.1 Moving Forward May 14 and Adopted with Attention: 1. City Council request the City Manager, in consultation with the Development Work On-going Together: Opportunities to 15, 2019 Amendments Chief Executive Officer, Toronto Community Housing Corporation, to make Address Broader City Priorities recommendations to City Council regarding city-building objectives that will Development reports regularly in Toronto Community Housing be addressed through Toronto Community Housing Corporation through Internal Audit to the AG Corporation Revitalizations revitalizations, and the related funding requirements to achieve those Office objectives, prior to proceeding with future revitalizations and/or phases that have yet to obtain planning approvals and Shareholder consent.
2. City Council request the City Manager, in consultation with the Director, Affordable Housing Office and the General Manager, Shelter, Support and Housing Administration, as part of the City’s strategy for addressing housing affordability, to: a. evaluate efficient and cost-effective ways to increase the supply of affordable housing units with adequate consideration of broader social factors and public policy objectives; and b. make recommendations to City Council, in consultation with the Chief Executive Officer, Toronto Community Housing Corporation, on whether more affordable housing units should be required in future Toronto Community Housing Corporation revitalizations based on a site-by-site evaluation of financial and social implications 4. City Council request the City Manager, in consultation with the Chief Executive Officer, Toronto Community Housing Corporation and other relevant stakeholders, to evaluate the impacts of requiring that new affordable housing be provided by developers in any real estate development transactions; such evaluation should consider the financial implications and/or trade-offs to the City as a whole, as well as potential incentives and strategies that can make providing affordable housing more attractive to potential developers.
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Item 2D - GCHRC:2021-08 - Attachment 1 Item 2D - GCHRC:2021-08
Council Relevant Management Item Date Action or Attention by TCHC Board Decision Division Reccomendations
5. City Council request the Executive Director, Social Development, Finance and Administration, in consultation with the Chief Executive Officer, Toronto Community Housing Corporation, to ensure that Toronto Community Housing Corporation’s long-term development capital and operating needs for revitalizations are considered as part of developing a long-term permanent funding model. 6. City Council request the City Manager to ask the Boards of CreateTO and Toronto Community Housing Corporation to ensure these organizations increase collaboration and consultation with a view to improving the function of each organization independently in the short-term; such work should commence as soon as possible. 7. City Council request the City Manager, in consultation with the Chief Executive Officer, Toronto Community Housing Corporation, to bring forth recommendations to clarify the Shareholder Direction to Toronto Community Housing Corporation with respect to the City’s approval and ongoing oversight of revitalizations, specifically:
a. the timing and scope of approvals, including objectives and priorities for the revitalization; and
b. the level of detailed reporting required annually on project progress, capital budget variances, updated forecasts and adherence with the Council- approved strategic direction and principles, including barriers and challenges. 9. City Council request the City Manager, in consultation with the Chief Executive Officer, Toronto Community Housing Corporation, to report the outcomes (short, medium, and long-term) achieved at the completion of each phase of revitalization projects in order to demonstrate the overall financial and non-financial stakeholder impacts; such reports be completed as soon as practicable following the completion of each phase of a project.
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Item 2D - GCHRC:2021-08 - Attachment 1 Item 2D - GCHRC:2021-08
Council Relevant Management Item Date Action or Attention by TCHC Board Decision Division Reccomendations
10. City Council request the Toronto Community Housing Corporation Board to report annually to City Council through the City Manager and the City’s Chief Financial Officer and Treasurer on the long-term building repair and development capital plans, including funding sources and any unfunded amounts the City needs to include in its Capital Plan.
11. City Council request the City’s Chief Financial Officer and Treasurer to ensure the City’s 10-Year Capital Plan includes Toronto Community Housing Corporation’s building capital repair and revitalization projects and identify shortfalls to be included in the overall city unfunded projects list, in addition, the City needs to identify any associated debt that needs to be included in the City’s debt service targets.
19-EX7.1 19-EX7.1 Implementing July 16-18, Adopted with Attention: 1. City Council approve in principle the establishment under SHU Update to Board provided to Tenants First - A New Seniors 2019 Amendments section 148 of the City of Toronto Act, 2006, of a wholly-owned City TSC and BIFAC reports Housing Corporation and services corporation to manage and operate Toronto Community Housing January 2021 Proposed Changes to Toronto Corporation's 83 seniors-designated buildings, as listed in Attachment 1 to Community Housing the report (June 21, 2019) from the City Manager and the Deputy City Corporation's Governance Manager, Community and Social Services, and City Council direct the Deputy City Manager, Community and Social Services, to complete a due diligence process to ensure an appropriate understanding of the legal, financial and labour implications and report back with the results of the due diligence process in the first part of 2020.
Action: 4. City Council, as sole shareholder, direct the Toronto Community SHU Update to Board provided to Housing Corporation Board of Directors to direct the President and Chief TSC and BIFAC reports Executive Officer, Toronto Community Housing Corporation to implement January 2021 the integrated service model for seniors as described in Attachment 5 to the report (June 21, 2019) from the City Manager and the Deputy City Manager, Community and Social Services, beginning with 10 sites selected from the 83 designated seniors-designated buildings in 2020 in partnership with the City and the Toronto Central Local Health Integration Network until such time as the new City services corporation referenced in Part 1 above is established.
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Item 2D - GCHRC:2021-08 - Attachment 1 Item 2D - GCHRC:2021-08
Council Relevant Management Item Date Action or Attention by TCHC Board Decision Division Reccomendations
Attention: 10. City Council approve in principle the transfer of Toronto Development Update to Board provided to Community Housing Corporation's real estate development functions to TSC and BIFAC reports CreateTO and/or the City in alignment with the City-wide real estate model, January 2021 including infill housing opportunities, the functions related to treatment of property and property related transactions and direct the Deputy City Manager, Corporate Services, in consultation with the Chief Executive Officer, CreateTO and the Chief Executive Officer and President, Toronto Community Housing Corporation to complete a due diligence process to ensure an appropriate understanding of the legal, financial and labour implications of the transfer and report back by the end of 2019 with a transfer plan including governance. Action: 13. City Council, as sole shareholder, direct the Toronto SPSR Continue to engage with the Community Housing Corporation Board of Directors to direct the President Housing Secretariat to and Chief Executive Officer, Toronto Community Housing Corporation to co- deterimine when and if an infill ordinate through the Executive Director, Housing Secretariat, who will work construction program would be in consultation with the Deputy City Manager, Community and Social of benefit to the city's overall Services, Chief Executive Officer, CreateTO and the Chief Planner and affordable housing plan. No Executive Director, City Planning, to identify opportunities for new action at this time. affordable rental housing units on Toronto Community Housing Corporation lands through a program of infill construction in which the City of Toronto, or one of its agencies, retains ownership of all land currently held, unless City Council determines the ownership of these lands is no longer in the public interest. 19-AU3.14 AU3.14 Opening Doors to July 16-18, Adopted with Attention: 16. City Council request the General Manager, Shelter, Support Operations Review of units is complete. Stable Housing: An Effective 2019 Amendments and Housing Administration, in collaboration with the Chief Executive TCHC is working with city staff Waiting List and Reduced Officer, Toronto Community Housing Corporation, to ensure that a (SSHA) to implement a Vacancy Rates Will Help More maximum number of social housing units are being used for housing and to procedure for review of all People Access Housing complete a review of all housing units that are used for other purposes; houses removed from service. and, establish a process that requires service manager approval prior to the removal of any housing units from service.
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- Attachment 1 Item 2D - GCHRC:2021-08
Council Relevant Management Item Date Action or Attention by TCHC Board Decision Division Reccomendations
Attention: 17. City Council request the General Manager, Shelter, Support Operations TCHC working with City staff and Housing Administration to: (SSHA) a. work, in collaboration with the Chief Executive Officer, Toronto Community Housing Corporation, to develop an interim process to efficiently and publicly post information on buildings with hard-to-rent vacancies to support applicants in making more informed housing choices.
19-MM10.13 MM10.13 Providing an OASIS October 2 Adopted without Attention: City Coucil requested city staff to work with TCHC on creating an SPSR/ FM/ TCHC working with city staff in for Food Security in St. James and 3, 2019 Amendments underground aquaponics farm at 325 Bleecker St (a TCHC building) and OPS SDFA and will participate in Town - by Councillor Kristyn finding a location for the OASIS Food Hub in St. James Town, and report Food Table discussions led by Wong-Tam, seconded by back at March 10, 2020 ECDC. the City in 2021 Councillor Gord Perks (Adopted)
19-GL8.16 GL8.16 The City of Toronto October 29 Adopted with Action: City Council requested Toronto Community Housing Board of FM Facilities Management 2019-2023 Green Fleet Plan and 30, Amendments Directors implement The Pathway to Sustainable City of Toronto Fleets preparing report for Board (The Pathway to Sustainable 2019 Plan. approval that is scheduled for City of Toronto Fleets Plan) Q2 2021. and 2014-2018 Green Fleet Plan Results and Wrap-Up (Amended) 20-MM24.31 MM.24.31 Lawrence Heights September Adopted without Action: 4. City Council request the City Manager to forward this Item to the Operations COO to report to TSC then Emergency Safety and Security 30 and Amendments Toronto Community Housing Corporation Board, with a request that the Board in Q1 2021 as per City Response - by Councillor Mike October 1, Board advise the City Manager about what concrete actions and plans have Council request Colle, seconded by Councillor 2020 been implemented as part of a Community Safety Plan, and City Council Mark Grimes (24.31) request the City Manager to report to the Economic and Community Development Committee.
Attention: 1. City Council request the Toronto Community Housing Operations Corporation in cooperation with the community to examine a possibility of establishing a Community Resource Safety House in order to support local residents, community building and safety enhancing effort.
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Council Relevant Management Item Date Action or Attention by TCHC Board Decision Division Reccomendations
20-EX.17.2 EX.17.2 Implementing Tenants October 27 Adopted without Action: 1. City Council adopt the 2021 Mandate Direction Document for SPSR Update to Board via report First: 2020 Action Updates and 28, Amendments Toronto Community Housing Corporation outlined in Attachment 1 to the presented to TSC November 2020 report (October 6, 2020) from the Deputy City Manager, Community and 24, 2020 Social Services and, as Shareholder, request the Board of Directors of Toronto Community Housing Corporation to work with the Deputy City Manager, Community and Social Services to carry out the actions described in the 2021 Mandate Direction document. 21-EX.20.9 EX20.9 Toronto Seniors February 2 Adopted with Attention: In anticipation of legal incorporation of the Seniors Housing SHU The Board review this item for Housing Corporation Board of and 3, 2021 Amendments Corporation, this report recommends the Terms of Reference for the Board information Directors of Directors for the Seniors Housing Corporation, and directs the City Clerk to initiate recruitment of the Board
21-EX21.2 EX21.2 2021 Capital and 18-Feb-21 Adopted with Attention: Finance The Board Review this item for Operating Budgets Amendments information SSHA (Operating)
26. City Council approve the 2021 Operating Budget for Shelter, Support and Housing Administration of $1,185.308 million gross, $408.036 million revenue and $777.272 million net
27. City Council approve the 2021 staff complement for Shelter, Support and Housing Administration of 1,106.2 positions composed of 37.0 capital positions and 1,069.2 operating positions.
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Item 2D - GCHRC:2021-08 - Attachment 1 Item 2D - GCHRC:2021-08
Council Relevant Management Item Date Action or Attention by TCHC Board Decision Division Reccomendations
Attention:
SSHA (Capital)
201. City Council approve, as amended by Part 200 above, the 2021 Capital Budget for Shelter, Support and Housing Administration with cash flows and future year commitments totaling $761.722 million as detailed by project in Appendix 6a to the 2021 Staff Recommended Capital and Operating Budget Notes for Shelter, Support and Housing Administration.
202. City Council approve, as amended by Part 200 above, the 2022-2030 Capital Plan for Shelter, Support and Housing Administration totalling $1,465.894 million in project estimates as detailed by project in Appendix 6b to the 2021 Staff Recommended Capital and Operating Budget Notes for Shelter, Support and Housing Administration.
203. City Council request that capital funding requirements for Toronto Community Housing Corporation, including $160 million of capital City funding in 2030, be revisited and confirmed in future years along with ongoing Provincial and Federal funding.
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Regent Park – New Subsidiary Corporation Item 2E March 31, 2021 Governance, Communications and Human Resources Committee
Report: GCHRC:2021-09
To: Governance, Communications and Human Resources Committee (“GCHRC”)
From: Chief Development Officer (“CDO”) and General Counsel and Corporate Secretary Date: February 22, 2021
PURPOSE: The purpose of this report is to seek approval for the creation of a subsidiary corporation with a mandate to enter into partnership with a subsidiary of Tridel Builders Inc. (“Tridel”), which partnership will undertake the development, financing and construction of the market condominium buildings in Phases 4-5 of Regent Park and related planning, development and community engagement activities. In addition, this report seeks approval of director appointments and representatives to the Board of Regent Park 2 Development Corporation.
RECOMMENDATIONS: It is recommended that the Governance, Communications and Human Resources Committee approve and forward to the Board of Directors for approval the following: 1. The incorporation of Regent Park 2 Development Corporation, and approve the appointment of Vincent Tong and Rose-Ann Lee as the two TCHC representatives on the Board of Regent Park 2 Development Corporation;
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2. Appoint the Chair of the Building Investment, Finance and Audit Committee (“BIFAC”) or their nominee who is also a member of the Board of TCHC as a Director and Chair of Regent Park 2 Development Corporation; and
3. Authorize the President and Chief Executive Officer and the General Counsel and Corporate Secretary to take all necessary actions and execute all documents and resolutions as required to implement the above recommendations.
REASONS FOR RECOMMENDATIONS:
Incorporation of Regent Park 2 Development Corporation: In 2003 the Board of Directors (the “Board”) authorized the incorporation of Toronto Community Housing’s (“TCHC”) wholly owned subsidiary Regent Park Development Corporation (“RPDC”) (TCHC:2003-030) in conjunction with the approval to proceed with the redevelopment of Regent Park. To date, RPDC has overseen the redevelopment of Regent Park and related planning, development and community engagement activities for Phases 1- 3 in collaboration with its developer partner, The Daniels Corporation. RPDC will continue to operate for some years as two market blocks within Regent Park Phases 1 and 3 respectively remain to be developed.
In 2020 through a public procurement process to select a developer partner for Phases 4 and 5 of Regent Park, Tridel was approved by the Board at its December 15, 2020 meeting to enter into a joint venture with TCHC for such phases (TCHC:2020-89). As such, a new wholly owned subsidiary of TCHC is required to enter into agreements with its new developer partner and to oversee the construction of the market blocks within Phases 4-5 of Regent Park.
The subsidiary must carry out a complex variety of tasks. These include determining the phasing, securing commitments with a separate Tridel subsidiary for construction of the market blocks, securing financing of the market blocks, securing necessary planning approvals, marketing the condominium units in the market blocks and strategically managing a wide
19 Item 2E - GCHRC:2021-09 Page 3 of 6 variety of financial considerations. Several key capabilities have been identified for the redevelopment subsidiary. These include: • A capacity to maintain momentum around a clear and broad vision of a transformed Regent Park and for Phases 4 and 5. • A capacity to manage strategically and actively the construction and marketing of the market buildings and to work with TCHC as it redevelops its rental buildings so as to ensure consistency with an overall vision, to maximize the value of this public asset and to ensure that TCHC derives its appropriate share of value enhancement consistent with its own financial requirements. • A capacity to identify a wide variety of resources needed in the community-building process from economic and employment development to cultural and community services, and attract these resources to the emerging neighbourhood. • A capacity to balance the pursuit of its own policy objectives with a need for entrepreneurship and the capacity to engage in a variety of development partnerships.
Under the Ontario Business Corporations Act (“OBCA”), TCHC’s Board has authority to incorporate subsidiary corporations. Sections 4.2 and 4.3 of the Shareholder Direction between TCHC and the City of Toronto permits TCHC to create subsidiaries and invest in joint ventures, from time to time, to carry out its business activities and meet its mandate. The ongoing governance and reporting requirements of the subsidiaries and joint ventures must comply with the Shareholder Direction. The Regent Park revitalization falls within TCHC’s mandate in the Shareholder Direction to develop new affordable and subsidized rental housing, including the revitalization and redevelopment of its lands and buildings (section 4.1(b) of the Shareholder Direction).
Reason for Incorporating a Subsidiary A two level (parent and subsidiary) corporate structure is required in development projects in order that TCHC not be liable for construction financing or construction liens and to prevent recourse being available against TCHC assets for claims arising from the project. Accordingly, it is industry best practice to incorporate a subsidiary for each construction project.
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Appointment to RPDC2 Board: It is recommended that Vincent Tong and Rose-Ann Lee, together with the BIFAC Chair or their nominee who is also a member of the Board, be appointed as Directors of Regent Park 2 Development Corporation. According to section 4.2 of the Shareholder Direction, the following requirements are established, which will be satisfied by the foregoing appointments: • 4.2.3 TCHC will appoint the Directors of the Subsidiaries from among the directors and officers of TCHC or establish and follow a process for the nomination and appointment of the Directors that is approved by the Shareholder. • 4.2.4 Members of the Board or officers of TCHC shall comprise a majority of the Board of Directors of any Subsidiary. • 4.2.5 The Chair and Vice Chair of the Board of Directors of any Subsidiary shall be a member of the Board of TCHC.
IMPLICATIONS AND RISKS: TCHC has both the authority and ability to establish subsidiaries and joint ventures under the OBCA and the Shareholder Direction. Following approval of the subsidiary by the GCHRC and the TCHC Board, TCHC will consult with the City Manager’s Office of the creation of the RPDC2 subsidiary and notify the City Manager’s Office with respect to the creation of the joint venture with Tridel, pursuant to Section 4.2 and 4.3 of the Shareholder Direction, respectively.
In the event TCHC does not incorporate a subsidiary to enter into this joint venture, TCHC itself will be the partner under the partnership agreement with the Tridel subsidiary. In such capacity, TCHC would be required to assume liability for the construction financing and would be the beneficial owner of the property, thereby making it liable for any construction liens or other claims with respect to the project. As well, TCHC as partner would have unlimited joint and several liability with the Tridel subsidiary for all partnership debts.
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LEGAL IMPLICATIONS: Outside counsel will be retained by the proposed redevelopment subsidiary for the purposes of clearing any title issues, completing any real estate transactions and dealing with all aspects of the redevelopment such as agreements with the City, developers, utilities, etc. Legal costs are included in the total budget for predevelopment work.
TCHC’s Legal Services Unit will incorporate the redevelopment subsidiary on instructions from the TCHC Board to proceed in such fashion and confirmation from the City Manager’s office and ensure that any Shareholder Direction will be in accordance TCHC Board policy. Legal Services will also deal with all legal aspects related to Regent Park tenants and any relocation that may be required as a result of redevelopment.
SIGNATURE:
“Vincent Tong”
Vincent Tong Chief Development Officer
“Darragh Meagher”
Darragh Meagher General Counsel and Corporate Secretary
ATTACHMENT: 1. Existing Regent Park Subsidiary Structure 2. Regent Park Phase 4-5 Map
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STAFF CONTACTS: Peter Zimmerman, Senior Development Director 437-855-4117 [email protected]
Marilyn Lee, Senior Legal Counsel 416-892-4317 [email protected]
23 Item 2E - GCHRC:2021-09 - Attachment 1 Item 2E - GCHRC:2021-09 Item 2E – Regent Park – New Subsidiary Corporation GCHRC Public Meeting – March 31, 2021 Report:GCHRC:2021-09
Attachment 1: Proposed Regent Park Subsidiary Structure
Toronto Community
Housing Corporation
100% 100%
Regent Park Regent Park 2 Development Development Corporation Corporation*
50% 50% Member
Dundas and Parliament Parliament and Regent Park Arts Non- Development Gerrard Development Profit Development Corporation Corporation Corporation
*There will be a nominee title holder 50% owned by TCHC and 50% owned by the Tridel entity, which will not require consultation with the City as the ownership is 50/50. The nominee will be incorporated at the time of the first land sale.
24 Item 2E - Regent Park - New Subsidiary Corporation Report:GCHRC:2021-09
GCHRC Public Meeting - March 31, 2021 Attachment 2 - Attachment2 Item 2E-GCHRC:2021-09
10 10 4 4 4 6 6
3 3 3 3 3 3
3 3 6 6 3 3 10 5
13 22 25 6 10 6 6 22 6 6
TCHC Building Market Building
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Annual General Meeting Process for TCHC and its Subsidiaries Item 2F March 31, 2021 Governance, Communications and Human Resources Committee
Report: GCHRC:2021-10
To: Governance, Communications and Human Resources Committee (“GCHRC”)
From: General Counsel & Corporate Secretary
Date: March 2, 2021
PURPOSE: The purpose of this report is to review the process for the Annual General Meeting (“AGM”) for Toronto Community Housing (“TCHC”) and its subsidiaries.
RECOMMENDATIONS: It is recommended that the GCHRC approve this report and forward to the Board of Directors (the “Board”) the following recommendations:
1. Authorize the President and Chief Executive Officer of designate to represent the sole shareholder, Toronto Community Housing Corporation, and conduct annual meetings of the shareholder via written resolution in the form attached as Appendix 1 for the following subsidiaries that are wholly-owned by TCHC: i. 2001064 Ontario Inc.; ii. Access Housing Connections Inc.; iii. Alexandra Park Development Corporation;
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iv. Allenbury Gardens Development Corporation; v. Leslie Nymark Development Corporation; vi. Railway Lands Development Corporation; vii. Regent Park Development Corporation; viii. Toronto Affordable Housing Fund; ix. Toronto Community Housing Enterprises Inc.; and
2. Authorize the President and Chief Executive Officer and the General Counsel and Corporate Secretary, and their respective designates, to take all actions and execute all necessary documents to implement the above recommendations.
REASONS FOR RECOMMENDATIONS: Per its Charter, the GCHRC is responsible for: • Annually reviewing with Management the procedures of the Annual General Meeting, and reporting and making recommendations to the Board on such matters; and • Recommending to the Board in consultation with Committee Chairs the appointment of directors of any subsidiary or joint venture, and annually reviewing the governance structures of all subsidiaries and joint ventures, including the procedures for any Annual General Meetings in accordance with applicable subsidiary board policies, and reporting and making recommendations to the Board on such matters.
TCHC’s AGM Process TCHC’s AGM has been incorporated to take place as part of the City of Toronto’s (the “City”) City Council meetings. In order to satisfy the requirements for an AGM, the City Manager, the Deputy City Manager and the Chief Financial Officer bring a report to City Council, through the Executive Committee, addressing the matters required to be dealt with at an AGM, with the recommendation that the portion of the City Council meeting at which the report is considered be treated as TCHC’s AGM.
The report requesting the AGM will likely be brought to the Executive Committee on July 6, 2021 and TCHC’s AGM will likely be scheduled to
27 Item 2F - GCHRC:2021-10 Page 3 of 4 take place the July 14-15, 2021 City Council meeting. The following items will be discussed at TCHC’s AGM: • TCHC’s 2020 Consolidated Audited Financial Statements; • Appointment of TCHC’s auditor for the next fiscal year; • 2020 Annual Report; • Letter to the Shareholder.
TCHC’s Wholly-Owned Subsidiaries’ AGM Process TCHC has established the nine wholly-owned subsidiaries noted above in the Recommendations section.
To fulfill its obligation of holding an AGM pursuant to section 94 of the Ontario Business Corporations Act (“OBCA”), the subsidiary board must first meet and approve the corporation’s financial statements for the fiscal year ended December 31, 2020. Once financial statements are approved by the subsidiary board, an AGM can be convened. TCHC, through its Board of Directors, can conduct the AGM by written resolution if permitted by the subsidiaries’ bylaws. According to section 104 of the OBCA, a resolution in writing signed by all the shareholders entitled to vote on that resolution at a meeting of the shareholders is as valid as if it had been passed at a meeting of the shareholders.
The agenda for the subsidiaries’ AGMs consists of the following (pursuant to section 96(5) of the OBCA): • Receipt and presentation of annual financial statements and auditor’s report; • Appointment of auditor; and • Election of directors.
IMPLICATIONS AND RISKS: Under the OBCA, corporations are required to hold an AGM. Failure to hold an AGM would result in non-compliance with the OBCA.
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SIGNATURE:
“Darragh Meagher”
Darragh Meagher General Counsel and Corporate Secretary
ATTACHMENT: 1. Signed Resolution in Lieu of Shareholders’ Meeting
STAFF CONTACT: Darragh Meagher, General Counsel and Corporate Secretary 416-981-4241 [email protected]
29 Item 2F - GCHRC:2021-10 - Attachment 1 Item 2F - GCHRC:2021-10 Item 2F – Annual General Meeting Process for TCHC and Its Subsidiaries GCHRC Public Meeting – March 31, 2021 Report:GCHRC:2021-10
ATTACHMENT 1
Signed Resolution in Lieu of Shareholders’ Meeting
[NAME OF CORPORATION] RESOLUTION OF THE SHAREHOLDER
BE IT RESOLVED THAT:
A. FINANCIAL STATEMENTS
The financial statements of the Corporation as at the fiscal year end of December 31, 2020 [together with the report of the auditor thereon] are hereby received.
B. [REMOVAL AND] ELECTION OF DIRECTORS
[The following directors are hereby removed as directors of the Corporation effective on the date this resolution is signed: [list directors]].
The following persons are hereby elected directors of the Corporation for the ensuing year or until their successors should be elected or appointed: [list directors]
C. SPECIAL RESOLUTION FIXING NUMBER OF DIRECTORS
Upon and subject to Articles of Incorporation providing for a minimum and maximum numbers of directors becoming effective: 1. the number of directors of the Corporation within the minimum and maximum numbers of directors provided for the in the Articles of Incorporation is hereby determined to be ______; and 2. thereafter, the directors of the Corporation are empowered to determine from time to time the number of directors of the Corporation within the minimum and maximum numbers provided for in the Articles of Incorporation, as the same may be amended from time to time.
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D. APPOINTMENT OF AUDITOR
[Name of Auditors] are hereby appointed the auditors of the Corporation to hold office until the close of the next annual meeting of the shareholder at such remuneration as may be fixed by the directors and the directors are hereby authorized to fix such remuneration.
The undersigned, being the sole shareholder of the Corporation, entitled to vote on the foregoing resolution, hereby, signs the said resolution this ______day of ______, [year] ______.
TORONTO COMMUNITY HOUSING CORPORATION
By: Name: Title: President and Chief Executive Officer
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Investment Advisory Committee – Recruitment of New Committee Member Item 2G March 31, 2021 Governance, Communications and Human Resources Committee
Report: GCHRC:2021-11
To: Governance, Communications and Human Resources Committee (“GCHRC”)
From: General Counsel & Corporate Secretary
Date: March 2, 2021
PURPOSE: The purpose of this report is to inform the GCHRC of the recruitment process to replace a vacant position on the Investment Advisory Committee (“IAC”).
RECOMMENDATIONS: It is recommended that the GCHRC receive this report for information.
REASONS FOR RECOMMENDATIONS: The IAC is an advisory committee to the Building Investment, Finance and Audit Committee (“BIFAC”) that is responsible for providing strategic advice with respect to TCHC’s Investment Policy Statement (“IPS”) and monitoring the performance of TCHC’s investment portfolio in accordance with the IPS.
With the resignation of a long-standing IAC citizen member in December 2020, a vacancy was created that now must be filled. Citizen positions on
32 Item 2G - GCHRC:2021-11 Page 2 of 3 the IAC are volunteer positions as opposed to a formal Director position on the Board of Directors, thus it is not necessary to go through the City’s Nominating Committee to fill the position. In following previous efforts to recruit for positions on the IAC, the opportunity will be posted on Toronto Community Housing’s (“TCHC”) website. The opportunity will be posted in Q2 2021.
Per the GCHRC Charter, the GCHRC is responsible for reviewing matters related to Board succession and nominations. The Chair, IAC, the Chair, BIFAC, the General Counsel and Corporate Secretary, and the Chief Financial Officer and Treasurer will review applicants’ resumes and qualifications to identify a potential candidate, and will make a recommendation to the BIFAC for approval to appoint a new member to the IAC.
IMPLICATIONS AND RISKS: It is good governance practice to review the skillsets of members to ensure appropriate expertise is utilized for the benefit of the IAC and its reporting to the BIFAC on TCHC’s investment portfolio. The future candidate will serve on a voluntary basis and will contribute their unique skillset to the IAC that will complement the balance of expertise from the current IAC members.
SIGNATURE:
“Darragh Meagher”
Darragh Meagher General Counsel & Corporate Secretary
ATTACHMENT: 1. Citizen Member Position Summary – Investment Advisory Committee
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STAFF CONTACT: Darragh Meagher, General Counsel & Corporate Secretary 416-981-4241 [email protected]
34 Item 2G - IAC - Recruitment of New Colmmittee Member
GCHRC Public Meeting - March 31, 2021 - Attachment 1 Item 2G - GCHRC:2021-11 Report:GCHRC:2021-11 EXTERNAL Attachment 1 APPOINTMENT OPPORTUNITY
POSITION: Citizen Member – Investment Advisory Committee
UNIT: Board of Directors Issued:
BACKGROUND
Toronto Community Housing Corporation (TCHC) is the largest social housing provider in Canada and the second largest in North America. Wholly owned by the City of Toronto, TCHC operates in a non-profit manner. TCHC has 2,100 buildings and 50 million square feet of residential space, which represent a $9 billion public asset.
TCHC was created by the City of Toronto on January 1, 2002, with the amalgamation of the Metropolitan Toronto Housing Corporation (formerly Metro Toronto Housing Authority, which managed the provincial public housing units in the city) and the Toronto Housing Company (a merger in 1999 of the Metropolitan Toronto Housing Company Ltd. and the City of Toronto Non Profit Housing Corporation, also known then as Cityhome).
TCHC homes and communities are in 106 of Toronto's 140 neighbourhoods, providing homes to nearly 60,000 low and moderate-income households. 110,000 residents come from many different backgrounds with a diversity in age, education, language, mental and physical disability, religion, ethnicity and race. Most of TCHC’s operating funding is received from rent paid by residents (55%) and from subsidies from the City of Toronto (39%). The remaining 6% of operating funding comes from rental of commercial spaces; parking, laundry and cable fees; and income from investments.
PROFILE
The Investment Advisory Committee (“IAC”) is a sub-committee of the Building and Investment Committee, which in turn is a Committee of TCHC’s Board of Directors. The IAC is responsible for oversight and direction associated with the management of investment funds for TCHC, and meets on a quarterly basis.
The IAC is composed of a minimum of four members, one being a Building and Investment Committee member whom chairs the IAC, a minimum of two
35 Item 2G - GCHRC:2021-11 - Attachment 1 Item 2G - GCHRC:2021-11 2 citizen members whom are investment management experts external to TCHC, and another a TCHC Executive.
POSITION SUMMARY
The citizen member will be on the IAC and is expected to provide strategic advice with respect to the investment policy and strategy for capital reserves. The citizen member will also provide views and advice on the management of TCHC’s investment portfolios in accordance with the investment policy approved by TCHC’s Board of Directors, be involved in periodic reviews of investment performance, and review the continued appropriateness of TCHC’s investment policy.
QUALIFICATIONS
The ideal candidate will demonstrate the following experience, knowledge, skills, attributes and competencies:
Executive level experience in a major public or private organization;
Senior level experience in the investment industry such as the management of institutional portfolios including pension funds, endowments, foundations, mutual funds, and closed-end funds;
Professional skills relating to investment and/or debt management as well as an understanding of risk and financial administration within the framework of the prudent investor standard and the utilization of alternative investments;
Financial designations such as CFA or CIM or post-graduate degree in any one of the fields of: finance, business, economics, risk management, accounting, public administration or related fields that may include certification such as CFA designation, Canadian Investment Manager Certification or equivalent experience accumulated through experience in the investment industry;
Proven possession of sound judgement and knowledge of good governance; and
Understanding of the principles of public accountability, integrity and fiduciary responsibilities of managing a trust would be preferred;
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Remuneration
This is a voluntary role. No remuneration is paid for service in this Committee. The appointment is for a term of two years, renewable for an additional two year term.
Conditions
The successful Candidate, or a firm they are employed or associated with, will not be permitted to bid on any RFPs as they pertain to the Investment Management, Custodian, or Investment Monitor roles. This is so as to avoid conflicts of interest.
Persons with disabilities who need accommodation in the application process, or those needing job postings in an alternative format, may e- mail a request to [email protected]
Applications must be received by:
Human Resources Division Toronto Community Housing 931 Yonge Street, 4th Floor Toronto, ON M4W 2H2 FAX #: 416-981-4260 E-mail: [email protected]
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Annual Review of Board and Committee Charters Item 2H March 31, 2021 Governance, Communications and Human Resources Committee
Report: GCHRC:2021-17
To: Governance, Communications and Human Resources Committee (“GCHRC”)
From: General Counsel and Corporate Secretary
Date: March 5, 2020
PURPOSE: The purpose of this report is to seek GCHRC’s approval of the Board and Committee charters and Chair and Vice Chair mandates.
RECOMMENDATIONS: It is recommended that GCHRC:
1. approve the following Charter and Mandate documents and forward them to the Board for its approval: a) Board Charter (Attachment 1); b) Board Chair Mandate (Attachment 2); c) Vice Chair Mandate (Attachment 3); and d) the Governance, Communications and Human Resources Committee Charter (Attachment 4);
2. approve the following Committee Charters; forward them to the respective Committees for approval and, following such approval, to the Board for its approval: a) Tenant Services Committee Charter (Attachment 5);
38 Item 2H - GCHRC:2021-17 Page 2 of 3
b) Building Investment, Finance and Audit Committee Charter (Attachment 6); and
3. approve the Procurement Award Committee Charter (Attachment 7) and the Investment Advisory Committee Charter (Attachment 8) in the form attached hereto; forward it to those Committees for approval and, following such approval to the Building, Investment, Finance and Audit Committee and to the Board for its approval.
REASONS FOR RECOMMENDATIONS: Under the GCHRC Charter, GCHRC is tasked with reviewing the Board and Committee charters and Chair and Vice Chair mandates and reporting recommendations to the Board.
There are no amendments recommended to the Board and Committee charters or the Chair and Vice Chair mandates.
IMPLICATIONS AND RISKS: It is good governance practice and in compliance with the GCHRC Charter to review and recommend changes to the Board and Committee charters and Chair and Vice Chair mandates on an annual basis.
SIGNATURE:
“Darragh Meagher”
Darragh Meagher General Counsel and Corporate Secretary
39 Item 2H - GCHRC:2021-17 Page 3 of 3
ATTACHMENTS: 1. Board Charter 2. Board Chair Mandate 3. Vice Chair Mandate 4. Governance, Communications and Human Resources Committee Charter 5. Tenant Services Committee Charter 6. Building Investment, Finance and Audit Committee Charter 7. Procurement Award Committee Charter 8. Investment Advisory Committee Charter
STAFF CONTACT: Darragh Meagher, General Counsel and Corporate Secretary 416-981-4241 [email protected]
Ceilidh Wilson, Assistant Corporate Secretary 416-981-4348 [email protected]
40 Item 2H - Annual Review of Board and Committee Charters
GCHRC Public Meeting - March 31, 2021 - Attachment 1 Item 2H - GCHRC:2021-17 Report:GCHRC:2021-17 Attachment 1 TORONTO COMMUNITY HOUSING CORPORATION CHARTER OF THE BOARD OF DIRECTORS
PURPOSE:
Toronto Community Housing Corporation (“TCHC”) is the largest social housing provider in Canada and the second largest in North America. It provides homes to about 58,500 low and moderate-income households, including seniors, families, singles, refugees, recent immigrants to Canada and people with special needs. TCHC’s core business is to provide clean, safe, well-maintained, affordable homes for tenants. Through collaboration and with tenants' needs at the forefront, TCHC connects tenants to services and opportunities, and help foster great neighbourhoods where people can thrive. TCHC’s 2019 to 2022 Strategic Plan, sets out the strategic priorities that will drive TCHC to deliver social housing in the City of Toronto. TCHC’s vision is quality homes in vibrant communities where people are proud to live and work.
This Charter is intended to identify the specific roles and responsibilities of the Board of Directors (“Board”) of “TCHC” and thereby ensure effective coordination and communication between the Board, Management and its Shareholder. This Charter complements the Charter of the Committees of the Board.
The TCHC Board is responsible for the overall management of the business and affairs of TCHC, subject to the provisions of its Articles of Incorporation, the 2013 Amended and Restated Shareholder Direction between the City of Toronto and TCHC, TCHC’s By-Laws, its enabling legislation (the Housing Services Act, 2011), its various Operating Agreements with the City of Toronto, as well as all applicable City Council directives and legislation, all as amended from time to time, (collectively, TCHC’s “Governance Framework”).
The Board is responsible for oversight of the management and control of the affairs of TCHC, and for supervising TCHC Management. The Board’s specific areas of responsibility include: strategic planning, performance measurement and monitoring, financial and operational oversight, risk management, effective stakeholder communications and accountability, governance and compliance, monitoring human resources and executive officers including the President and Chief Executive Officer, and oversight of policies and procedures, as further detailed herein.
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Directors of TCHC’s Board (“Directors”) are under a fiduciary duty to TCHC to carry out the duties of their office honestly and in good faith, in the best interests of TCHC, and with the care, diligence, and skill of a reasonably prudent person. Directors are to carry out their duties in accordance with TCHC’s Code of Ethics and Conduct – Board of Directors with a view to transparency as permitted under its Governance Framework and applicable legislation.
The Board may establish ad-hoc or advisory committees to provide input on specific issues identified by the Board. Certain of the Board's responsibilities may be delegated to its Board Committees. The responsibilities of such Board Committees will be as set forth in their respective Charter, as amended from time to time by the Board.
EXTERNAL ADVISORS:
As the need arises, and consistent with TCHC procurement practices, the Board shall have the authority to retain external advisors, experts or consultants, in order to properly discharge its duties and responsibilities.
RESPONSIBILITIES & FUNCTIONS:
The Board’s detailed responsibilities and functions are as follows:
A. Strategic Planning and Mission, Vision and Values
The Board participates in the formulation and adoption of TCHC’s statement regarding its Vision, Mission and Values. The Board provides oversight in the development, and ultimately approves a strategic plan (“Strategic Plan”) for TCHC that is consistent with its mandate as set out in the Amended and Restated Shareholder Direction and its mandate as a social housing provider under the Housing Services Act, 2011. The Board receives quarterly performance or progress reports on the implementation of the Strategic Plan. The Board’s decisions are to be consistent with the Strategic Plan and its Vision, Mission and Values. The Board will be guided by the Strategic Plan and strategic direction.
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B. Performance Measurement and Monitoring
The Board oversees the development and adoption of an enterprise-wide performance measurement framework (“Performance Framework”) in order to measure TCHC’s performance against established performance indicators and against its Strategic Plan. The Board ensures that Management has identified appropriate measures of organizational performance. The Board oversees the development of a system to report on the implementation of the Performance Framework, including commitments to attaining specific performance goals within time frames. The Board monitors TCHC’s performance against the Performance Framework and that Management has plans in place to address variances from established performance indicators, and the Board monitors implementation of remediation plans and/or corrective action.
C. Supporting Housing Stability and Tenant Leadership
The Board is to be knowledgeable about the demographics of TCHC’s tenants and support the creation of opportunities to foster improved well- being for its tenants and neighbourhood quality of life. The Board ensures that Management has a framework in place to consult with tenants through an efficient and effective tenant participation system on issues and policies that will have an impact on service standards or the level of services, and communicate such policies and changes to the tenants. The Board ensures that Management has measures in place to operate with an emphasis on supporting opportunities and independence for tenants, providing responsive customer service, promoting tenant satisfaction and supporting access to information and services by its diverse communities. The Board ensures that Management has measures in place to link tenants with organizations that provide programs and policies aimed at assisting tenants.
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D. Financial and Operational Oversight
The Board is responsible for the stewardship of TCHC’s financial resources, including the availability of, and overseeing the allocation of its financial resources. The Board oversees the appropriate use of material accounting policies for financial reporting, and approves the annual operating budget and capital budget. The Board monitors TCHC’s operation and financial performance relative to its budget and objectives, and ensures that a framework exists so that funds and assets are used for their intended purposes and according to applicable legislation, regulations, applicable City of Toronto directives and the principles of value for money, fairness, and transparency. The Board oversees that TCHC’s investments are reviewed on a quarterly basis and approves any amendments required to TCHC’s investment policies. The Board ensures the accuracy of TCHC’s financial information through review of quarterly financial statements and approval of annual audited financial statements. The Board ensures that Management has measures in place to ensure the adequacy and quality of TCHC’s internal financial and operational controls, as well as management information systems. The Board recommends appointment of external auditors and approves auditors’ fees. The Board arranges for internal and/or external audits of TCHC, as required, and directs that any corrective action be taken, if needed. The Board oversees the development of a framework to oversee TCHC’s procurement activities and its compliance with its procurement policy, protocols and guidelines.
E. Risk Identification and Oversight
The Board is to be knowledgeable of the risks inherent in TCHC’s operations and will ensure that appropriate risk analysis is performed as part of Board decision-making. The Board approves Management’s development and implementation of an enterprise-wide risk management framework (“ERM Framework”) including but not limited to a risk program, a risk profile, an assessment of risk
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tolerance, and risk measurement and management strategies, to identify, manage and report on existing and potential risks. The Board receives regular briefings or progress reports on the implementation of the ERM Framework. The Board arranges for risk-based audits of TCHC, as required, and directs that any corrective action be taken, if needed.
F. Stakeholder Communication and Accountability
The Board is to be knowledgeable regarding TCHC’s stakeholders and understand the principles of stakeholder accountability. The Board oversees the development of effective communication processes with its stakeholders, and contributes to the maintenance of strong stakeholder relationships. The Board, through the Board Chair or as otherwise delegated, performs advocacy on behalf of TCHC with stakeholders where required in support of TCHC’s Mission, Vision and Values and its strategic objectives.
G. Governance & Compliance
The Board is responsible for the overall governance of TCHC and that TCHC’s strategic, business, and operational plans, policies and activities are consistent with the directions of the Amended and Restated Shareholder Direction, and that a framework exists to support TCHC’s compliance with its Governance Framework. The Board periodically assesses and reviews its governance by evaluating its Board structures, including the size, structure and composition of the Board and Board committees and term limits for TCHC Directors and non- Director members of Board Committees and providing feedback to its Shareholder accordingly. The Board ensures a framework exists to establish criteria for the selection of potential Directors and to recommend the appointment of individuals qualified to become Directors to the Shareholder, consistent with such criteria. The Board ensures a framework exists to recommend members to Board Committees. The Board ensures a process exists for the evaluation of Directors and non- Director members of Board Committees.
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The Board oversees the development of an effective orientation and continuing education program for Directors and non-Director members of Board Committees. The Board maintains effective oversight of all Board Committees. The Board approves all enterprise-wide guidelines, plans, policies and procedures that require Board participation and/or are necessary for the Board Committees to carry out their mandates. The Board proposes amendments to such By-laws or resolutions regulating management and operations as are required. The Board approves a conflict of interest policy for TCHC employees and consultants and Board and non-Director Board Committee members.
H. Human Resources and Management/Executive Officers
The Board approves, on an annual basis, TCHC’s human resources and compensation strategy and oversees management’s implementation thereof. The Board oversees the development of a framework to support job classifications, job descriptions, personnel qualifications and salary ranges for all TCHC employees and that a process is in place for appropriately evaluating and rewarding employee performance and approves, on an annual basis, the annual salary adjustment for TCHC employees. The Board oversees the development of and adoption of a Human Resources & Compensation Strategy (“HR & Compensation Strategy”). The Board receives regular briefings on TCHC’s HR & Compensation Strategy from the Board’s Governance, Communications, Human Resources and Compensation Committee. The Board approves, on an annual basis, TCHC’s HR & Compensation Strategy. The Board approves, on an annual basis, any material amendments required to TCHC’s contributions to the OMERS pension plan and its health and benefits plan. The Board oversees the recruitment, selection, supervision and succession planning of the President and Chief Executive Officer. The Board recruits and supervises the President and Chief Executive Officer by: . Developing and approving the President and Chief Executive Officer’s job description; . Undertaking a recruitment process and selecting the President and Chief Executive Officer;
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. Reviewing and approving the annual performance goals of the President and Chief Executive Officer; . Reviewing the President and Chief Executive Officer’s performance and achievement of TCHC’s strategic goals; and . Determining the President and Chief Executive Officer’s compensation including incentive compensation or other awards. The Board approves decisions relating to TCHC’s Executive Officers, including: . Appointment and discharge of such Executive Officers; . Development of an Executive Compensation Policy; . Compensation and benefits (including incentive compensation or other awards) for such Executive Officers; and . Employment contracts, termination/severance arrangements and other special arrangements with such Executive Officers. The Board oversees the development of a framework to support TCHC’s development of a formal succession plan for the President and Chief Executive Officer and executives.
I. Policies and Procedures
The Board oversees the development of a framework to permit the Board to oversee the following: . Monitor compliance with all significant policies and procedures of TCHC’s operations; . Direct management to ensure TCHC operates at all times within applicable laws and regulations and to the highest ethical standards; . Provide policy direction to Management while respecting its responsibility for day-to-day management of TCHC’s business; and . Review significant new corporate policies or materials amendments to existing policies.
Non-Exhaustive List: The foregoing list of responsibilities is not exhaustive, and the Board may, in addition, perform such other functions as may be necessary or appropriate in the circumstances to foster long-term success for the corporation.
Amendment / Review: This Charter may be amended by the Board. The Charter shall be reviewed by the Board on an annual basis.
Approval Date: December 16, 2014 Page 7 of 8
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Amendment #1: April 30, 2015 Amendment #2: February 27, 2019 Amendment #3: February 20, 2020
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48 Item 2H - Annual Review of Board and Committee Charters
GCHRC Public Meeting - March 31, 2021 - Attachment 2 Item 2H - GCHRC:2021-17 Report:GCHRC:2021-17 Attachment 2 MANDATE OF THE CHAIR OF THE BOARD OF DIRECTORS
INTRODUCTION The Chair of the Board of Directors (“Board”) is responsible for leading the Board in fulfilling its duties under its Board Charter to set the strategic direction and policies regarding the business and operations of Toronto Community Housing Corporation (“TCHC”).
The Chair of the Board will have the authority to engage independent legal counsel, consultants or other advisors, with respect to any issue, or to assist him or her in fulfilling his or her responsibilities without consulting or obtaining approval of any officer of TCHC. TCHC will provide appropriate funding to such advisors that are necessary or appropriate in carrying out the Chair’s duties.
DUTIES AND RESPONSIBILITIES The Chair of the Board will have the following specific responsibilities.
1.1 Functioning of the Board a) Chairing Board meetings and ensuring that Board functions are effectively carried out.
b) Setting the agenda for Board meetings in consultation with the President and Chief Executive Officer (“CEO”) based upon input from Directors and the Corporate Secretary.
c) Ensuring the Board has adequate resources, including the flow of information and reviewing the adequacy and timing of materials to enable it to make informed decisions.
d) Ensuring the Board is appropriately approving strategy and supervising management’s progress against achieving such strategic goals.
e) Chairing the Board meetings and ensuring that appropriate time is allotted during Board meetings for the effective discussion of agenda items and key issues and concerns.
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f) Communicating with the Board to keep it up to date on major Board developments, including timely discussion of potential developments.
g) Facilitating the candid and full discussion of all key matters that come before the Board, ensuring decisions are made on a sound and informed basis.
h) Building consensus, fostering effectiveness and developing teamwork within the Board.
1.2 Committees a) In consultation with the Governance, Communications and Human Resources Committee (“GRHRC”) and taking into account the preferences, skills and experience of each Director, making recommendations as to Committee membership and Committee Chairs, for approval by the Board.
b) Recommending the formation of Committees for approval by the Board and facilitating the integration of the Committees’ activities within the work of the Board.
c) Providing high-level advice and guidance to Committee Chairs.
d) Serving as an ex-officio member of all Board committee except as otherwise determined by the Board.
1.3 Director Evaluation and Development (a) Working with directors and GCHRC to ensure that director orientation and development programs meet the needs of the Board. Ensuring new Directors are provided with orientation and briefing materials.
(b) Initiating performance discussion with individual directors when requested by the President and CEO or GCHRC.
(c) Evaluating the Board effectiveness and suggesting improvements.
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(d) Providing input to the Shareholder regarding Board Chair succession planning.
(e) Annually establishing goals for the Board and for him or herself and reviewing such goals with the GCHRC and the Board
1.4 Relations with Shareholders and Other Stakeholders (a) Providing leadership to the Board in carrying out its responsibilities to the Shareholder.
(b) Facilitating communications between the Board and its Shareholder.
(c) Facilitating the Board’s efforts in establishing practices to respond to feedback from the Shareholder and other stakeholders.
(d) In consultation with management, responding to the Shareholder’s concerns regarding governance issues or other issues relating to the Board.
1.5 Management Relations (a) Acting in an advisory capacity on behalf of the Board to the President and CEO.
(b) Managing the relationships between management (through the President and CEO) and the Board, ensuring the President and CEO is aware of the concerns of the Board.
(c) Establishing and reviewing the President and CEO’s performance targets and objectives and reviewing his or her assessments in conjunction with the GCHRC.
Non-Exhaustive List: In addition to the foregoing list of duties, the Chair of the Board may perform such other functions as may be necessary or appropriate in the circumstances as delegated by the Shareholder.
Amendment: This Mandate may be amended by the Board.
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Approval Date: February 27, 2019 Last Review Date: February 27, 2019 Amendment #3: February 20, 2020
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GCHRC Public Meeting - March 31, 2021 - Attachment 3 Item 2H - GCHRC:2021-17 Report:GCHRC:2021-17 Attachment 3 Vice Chair Mandate
The Vice Chair shall have the following mandate:
1. The Vice Chair shall fill the mandate of the Chair of the Board (see attached) if the Chair is unable to perform his/her duties for any reason. 2. In the event the Chair is unable to attend a public event or engagement, the Vice Chair may fill the role of spokesperson for the Board. 3. The Vice Chair shall assist the Chair with the management/function of the Board. 4. The Vice Chair shall serve as ex-officio member of all Board Committees and subcommittees except: a. When the Chair is present at the Board Committee or Subcommittee; and/or b. As otherwise determined by the Board.
Vice Chair Selection Methodology
The Vice Chair shall be appointed in the following manner:
1. Taking into account the preferences, skills and experience of each director, the Board shall select and approve a Vice-Chair.
Amendment: February 20, 2020
Page 1 of 1 53 Item 2H - Annual Review of Board and Committee Charters
GCHRC Public Meeting - March 31, 2021 - Attachment 4 Item 2H - GCHRC:2021-17 Report:GCHRC:2021-17 Attachment 4
THE GOVERNANCE, COMMUNICATIONS, AND HUMAN RESOURCES COMMITTEE CHARTER
Mandate The Governance, Communications, and Human Resources Committee (the “GCHRC” or the Committee") is established as a committee of the Board of Directors (“Board”) of Toronto Community Housing Corporation (“TCHC”). The purpose of the Committee is to assist the Board to implement appropriate standards of corporate governance, particularly fulfilling its oversight responsibilities in respect of:
Corporate governance; Human resources, executive compensation, and succession planning; Stakeholder relations and corporate communications; and Corporate compliance.
Responsibilities The Committee fulfills its purpose by carrying out the following responsibilities:
A. Corporate Governance Overseeing the design, implementation, and reporting of corporate governance guidelines and procedures, monitoring best practices in corporate governance, and reporting and making recommendations to the Board on such matters; Reviewing the Board Charter and Charters for each Committee, and reporting and making recommendations to the Board on such matters; In collaboration with the Chair of the Board and the chairs of each Committee, reviewing Board and Committee work plans for alignment with responsibilities and Board goals; Overseeing the design, implementation, and reporting of an annual evaluation of the performance of the Board, its Committees, and individual directors and reporting and making recommendations to the Chair of the Board and to the Board as appropriate; Monitoring the effectiveness of Board and Committee meeting procedures and meeting materials and reporting and making recommendations to the Board on such matters;
Page54 1 of 6 Item 2H - GCHRC:2021-17 - Attachment 4 Item 2H - GCHRC:2021-17 Reviewing with Management the procedures of the Annual General Meeting and reporting and making recommendations to the Board on such matters; Monitoring the relationship between the Board and Management for the appropriate independence and delineation of responsibilities and reporting and making recommendations to the Board on such matters; Reviewing matters related to Board succession and nominations, the process for elections of Tenant Directors and Councillor appointments, Board size and composition, including designing and monitoring a Board skills matrix and reporting and making recommendations to the Board on such matters, including where appropriate recommending to the Board matters for presentation to the Shareholder; Overseeing the design, implementation, and reporting of policies, strategies and initiatives for director education and board development; Recommending to the Board in consultation with Committee Chairs the appointment of directors of any subsidiary or joint venture, and reviewing the governance structures of all subsidiaries and joint ventures, including the procedures for any Annual General Meetings in accordance with applicable subsidiary board policies, and reporting and making recommendations to the Board on such matters; Overseeing the design, implementation, and reporting of policies and procedures associated with the use of outside advisors to the Board and its committees and reporting and making recommendations to the Board on such matters; Overseeing the design, implementation, and reporting of policies, strategies, and initiatives related to transparency, the conduct of the Board, ethics and conflict of interest, lobbying, and annual declarations by directors and reporting and making recommendations to the Board on such matters; and Monitoring the following the areas of risk and the steps Management has taken to control such risks: i. Corporate communications and disclosures (particularly material communications to the public and shareholder); ii. D&O insurance and indemnity agreements; and iii. Legal issues of the corporation.
B. Human Resources, Executive Compensation, and Succession Planning Overseeing the design, implementation, strategies, and initiatives by Management on human resources, talent development and retention, compensation principles, and succession planning; and reporting and making recommendations to the Board on such matters;
Page 2 of 6 55 Item 2H - GCHRC:2021-17 - Attachment 4 Item 2H - GCHRC:2021-17 Overseeing internal human rights complaints and other complaints involving employees Reviewing and, as appropriate, recommending to the Board changes to the Chair of the Board’s position description; Recommending to the Board the appointment of a new Chief Executive Officer (“CEO”), the dismissal of the existing CEO, or remedial action where necessary; Recommending to the Board any agreements, including those addressing retirement, termination of employment or other special circumstances between the Corporation and the CEO, for execution by the Chair of the Board; Reviewing and, as appropriate, recommending to the Board changes to the CEO position description; Annually reviewing and, as appropriate, recommending to the Board performance targets that are relevant to the CEO’s compensation, and annually assessing and recommending to the Board the CEO’s performance in meeting those targets; Annually assessing the ‘tone at the top’ set by the CEO through his/her business ethics, conduct and integrity; Recommending to the Board the CEO’s total compensation based upon the above evaluation; Recommending to the Board, in consultation with the CEO, the appointment, dismissal, or re-assignment of Officers, including the terms and conditions of such for execution by the CEO; Reviewing and recommending to the Board the Corporation’s strategies with respect to labour relations issues and negotiation strategies for collective agreements; Reviewing matters related to Director remuneration and reporting and making recommendations to the Board on such matters, including where appropriate recommending to the Board matters for presentation to the Shareholder; and Recommending to the Board appropriate disclosure policies and processes for compensation and related issues.
C. Stakeholder Relations and Corporate Communications Periodically reviewing with Management the Shareholder Direction and assessing shareholder proposals and reporting and making recommendations to the Board on such matters, including where appropriate recommending to the Board matters for presentation to the Shareholder; Annually reviewing with Management the Corporation’s stakeholder relations strategies and its compliance with lobbyist rules and
Page 3 of 6 56 Item 2H - GCHRC:2021-17 - Attachment 4 Item 2H - GCHRC:2021-17 regulations and reporting and making recommendations to the Board on such matters; and Annually reviewing with Management the corporate communications and branding strategies of the Corporation, and reporting and recommending to the Board for approval significant investments in communications and branding; and Recommending to the Board the approval of the annual report of the Corporation to the Shareholder.
Corporate Compliance Overseeing the policies and processes by which Management achieves and reports to the Board on compliance for the Corporation and reporting and making recommendations to the Board on such matters; and Reviewing the Corporation's by-laws and recommending, as appropriate, revisions to the Board for presentation to the Shareholder.
Authority The Committee has full delegated authority from the Board in respect of the matters that fall within its Charter.
The Committee may establish ad-hoc or advisory committees to provide input on specific issues identified by the Committee.
The Committee is accountable to the Board and shall not be entitled to sub- delegate all or any of the powers and authority delegated to it.
The Committee will have full, free and unrestricted access to Management and its employees.
The Committee may retain the services of external advisors at the expense of the Corporation as may be deemed necessary to ensure its due diligence and in accordance with TCHC’s procurement policy and procedures.
Composition Appointment of the Committee Chair and members shall be by the Board upon recommendation by the Board Chair. The Chair of the Board shall be a voting ex officio member of the Committee. The President and CEO will appoint an Executive staff liaison to support the Chair.
Page 4 of 6 57 Item 2H - GCHRC:2021-17 - Attachment 4 Item 2H - GCHRC:2021-17 The President and CEO will appoint a staff person to reside as Corporate Secretary for the Committee. The Committee shall be composed of a minimum of four Directors.
Terms of Membership Two-year term. The term is renewable for an additional two-year term.
Quorum Quorum shall be a minimum of fifty percent of the Directors of GCHRC. Where a quorum is present, decisions shall be taken by motion, with passage by simple majority (fifty percent plus one) of the total Committee members present at a meeting of the Committee, in person or by teleconference call. Written resolution in lieu of meeting signed by all members of the Committee is permitted.
Meetings The Committee will meet as frequently as it determines necessary but not less than once each quarter. Meetings may be called by the Chair of the Board or the Chair of the Committee. The Chair of the Committee must call a meeting when requested to do so by any member of the Committee, the Chair of the Board, the President and CEO, or the General Counsel and Corporate Secretary. Time-limited sub-committees or advisory committees may be formed to address specific issues and perform clear tasks. The procedure at meetings shall be determined by the Committee Chair adhering to the by-laws of the Corporation or any resolution of the Board. Meetings will be held in public other than matters to be dealt with in closed session, such as: a) the security of the property of the Corporation; b) personal matters about an identifiable individual, including an employee; c) a proposed or pending acquisition or disposition of land by the Corporation; d) labour relations or employee negotiations; e) litigation or potential litigation, including matters before administrative tribunals, affecting the Corporation; f) advice that is subject to solicitor-client privilege, including communications necessary for that purpose; g) any other matter City Council would be permitted to discuss at a meeting or part of a meeting that is closed to the public under City of Toronto Act, 2006 or any other Act; or
Page 5 of 6 58 Item 2H - GCHRC:2021-17 - Attachment 4 Item 2H - GCHRC:2021-17 h) a request under the Municipal Freedom of Information and Protection of Privacy Act (MFIPPA).
Review The Committee shall review its Charter on an annual basis.
Reporting The Committee will report the proceedings of each meeting and all recommendations made by the Committee at such meeting to the Board at the Board's next meeting. The Committee will make such recommendations to the Board as it may deem appropriate.
Approved: December 16, 2014 Amended: February 19, 2015 Amended: April 27, 2016 Amended: December 11, 2017 Amended: June 12, 2018 Amended: February 27, 2019 Amended: February 20, 2020
Page 6 of 6 59 Item 2H - Annual Review of Board and Committee Charters
GCHRC Public Meeting - March 31, 2021 - Attachment 5 Item 2H - GCHRC:2021-17 Report:GCHRC:2021-17 Attachment 5
THE TENANT SERVICES COMMITTEE CHARTER
Mandate The Tenant Services Committee (the “TSC” or "Committee") is established as a committee of the Board of Directors (the “Board”) of Toronto Community Housing Corporation (“TCHC”) to assist the Board in fulfilling its responsibilities in respect of:
Community relations, tenant engagement and quality customer service; Healthy Communities; Day-to-day Maintenance; Community Safety and Security; Social Investment; and Oversight of the Commissioner of Housing Equity.
Responsibilities
The Committee fulfills its purpose by carrying out the following responsibilities: In conjunction with the Board, the Committee receives quarterly performance or progress reports on the implementation of the Corporation’s Strategic Plan. Overseeing and ensuring the design, implementation, and reporting of policies, strategies and initiatives by Management on community relations, tenant communications and engagement, residential tenancies, and quality customer service including issues related to internal transfers, the call centre, and eviction prevention, and reporting and making recommendations to the Board on these matters; Overseeing and ensuring the design, implementation, and reporting of policies, strategies and initiatives by Management on healthy communities and day-to-day maintenance, and making recommendations to the Board on these matters; Overseeing and ensuring the design, implementation, and reporting of policies, strategies and initiatives by Management on security, CCTV cameras, and crime and reporting and making recommendations to the Board on these matters; Overseeing and ensuring the design, implementation, and reporting of policies, strategies and initiatives by Management on community safety, Page 1 of 4 60 Item 2H - GCHRC:2021-17 - Attachment 5 Item 2H - GCHRC:2021-17 including property standards and fire and life safety and reporting and making recommendations to the Board on these matters; Overseeing and ensuring the design, implementation, and reporting of social investment policies, strategies and initiatives by Management that address tenant demographics and reporting and making recommendations to the Board on these matters; and Receiving and reviewing with Management reports from and about the Ombudsman, the Ontario Human Rights Tribunal, Residential Tenancies Act hearings and other related investigations involving tenants, including complaints and reporting and making recommendations to the Board on these matters.
Oversight of the Commissioner of Housing Equity Recommending to the Board, for approval the appointment or dismissal of the Commissioner of Housing Equity (CHE), including the terms and conditions of such for execution by the Chair of the Board; Annually reviewing and, as appropriate, recommending to the Board for approval the CHE’s position description, succession plans, performance reviews, and compensation structure; and Annually reviewing with the CHE and recommending to the Board for approval a work plan and staffing complement, and an annual report on results and benefits to the Corporation for the Office of the CHE (“OCHE”).
Authority The Committee has full delegated authority from the Board in respect of the matters that fall within its Charter.
The Committee may establish ad-hoc or advisory committees to provide input on specific issues identified by the Committee.
The Committee is accountable to the Board and shall not be entitled to sub- delegate all or any of the powers and authority delegated to it.
The Committee will have full, free and unrestricted access to management and its employees, including the Commissioner of Housing Equity.
The Committee may retain the services of external advisors at the expense of the Corporation as may be deemed necessary to ensure its due diligence and in accordance with TCHC’s procurement policy and procedures.
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61 Item 2H - GCHRC:2021-17 - Attachment 5 Item 2H - GCHRC:2021-17 Composition Appointment of the Committee Chair and members shall be by the Board upon recommendation of the Board Chair. The Chair of the Board shall be a voting ex officio member of the Committee. The President and Chief Executive Officer will appoint an Executive staff liaison to support the Chair. The President and Chief Executive Officer will appoint a staff person to reside as Corporate Secretary for the Committee. The Committee shall be composed of a minimum of four Directors.
Terms of Membership Two-year term. The term is renewable for an additional two-year term.
Quorum Quorum shall be a minimum of fifty percent of the Directors of TSC. Where a quorum is present, decisions shall be taken by motion, with passage by simple majority (fifty percent plus one) of the total Committee members present at a meeting of the Committee, in person or by teleconference. Written resolution in lieu of meeting signed by all members of the Committee is permitted.
Meetings The Committee will meet as frequently as it determines necessary but not less than once each quarter. Meetings may be called by the Chair of the Board or the Chair of the Committee. The Chair of the Committee must call a meeting when requested to do so by any member of the Committee, the Chairman of the Board, the President and Chief Executive Officer, or the General Counsel and Corporate Secretary. Time-limited sub-committees or advisory committees may be formed to address specific issues and perform clear tasks. The procedure at meetings shall be determined by the Committee Chair adhering to the by-laws of the Corporation or any resolution of the Board. Meetings will be held in public other than matters to be dealt with in closed session, such as: (a) the security of the property of the Corporation; (b) personal matters about an identifiable individual, including an employee; (c) a proposed or pending acquisition or disposition of land by the Corporation; Page 3 of 4
62 Item 2H - GCHRC:2021-17 - Attachment 5 Item 2H - GCHRC:2021-17 (d) labour relations or employee negotiations; (e) litigation or potential litigation, including matters before administrative tribunals, affecting the Corporation; (f) advice that is subject to solicitor-client privilege, including communications necessary for that purpose; (g) any other matter City Council would be permitted to discuss at a meeting or part of a meeting that is closed to the public under City of Toronto Act, 2006 or any other Act; or (h) a request under the Municipal Freedom of Information and Protection of Privacy Act (MFIPPA).
Review The Committee shall review its Charter on an annual basis and recommend any changes to such terms to the Governance, Communications and Human Resources Committee.
Reporting The Committee will report the proceedings of each meeting and all recommendations made by the Committee at such meeting to the Board at the Board's next meeting. The Committee will make such recommendations to the Board as it may deem appropriate.
Approved: December 16, 2014 Amended: April 27, 2016 Amended: December 11, 2017 Amended: June 12, 2018 Amended: February 27, 2019 Amended: February 20, 2020
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63 Item 2H - Annual Review of Board and Committee Charters
GCHRC Public Meeting - March 31, 2021 - Attachment 6 Item 2H - GCHRC:2021-17 Report:GCHRC:2021-17 Attachment 6
THE BUILDING INVESTMENT, FINANCE AND AUDIT COMMITTEE CHARTER
Mandate The Building Investment, Finance and Audit Committee (the “BIFAC” or "Committee") is established as a committee of the Board of Directors (“Board”) of Toronto Community Housing Corporation (“TCHC”) to assist the Board in fulfilling its responsibilities in respect of:
Capital Funds and investments (with an Advisory Committee, if needed); Capital projects, real property and building revitalization; Building state of repair and environmental sustainability; Budget, Financial Reporting and Financial Statements; Subsidiaries and joint ventures; Internal Audit, Accounting Systems and Internal Controls; External Audits; Financial Compliance; Financial and Fraud Risk; Information Technology; Enterprise Risk Management; Insurance; and Delegated Financial authority: $5 million.
Advisory Subcommittees: The Investment Advisory Committee shall continue as a subcommittee of the BIFAC.
Responsibilities The Committee fulfills its purpose by carrying out the following responsibilities:
A. Capital Funds and Investments Overseeing the design, implementation, and reporting of investment policies, strategies and initiatives by Management for capital reserves and reporting and making recommendations to the Board on such matters.
64 THE BUILDING INVESTMENT, FINANCE AND AUDIT COMMITTEE Item 2H - GCHRC:2021-17 - Attachment 6 Item 2H - GCHRC:2021-17 CHARTER
B. Capital Projects, Real Property and Building Revitalization Reviewing and recommending to the Board for its approval, capital projects and their respective capital budgets, real estate transactions, monitoring the execution of such matters by Management, and reporting to the Board on such matters; Overseeing policies, strategies and initiatives by Management related to real property, including initiatives to achieve a good state of repair throughout the portfolio, and reporting and making recommendations to the Board on such matters; Overseeing policies, strategies, and initiatives by Management on the management of physical assets and reporting and making recommendations to the Board on such matters; and Monitoring Management’s execution of development plans (including community revitalizations) and reporting and making recommendations to the Board on such matters.
C. Building State of Repair and Environmental Sustainability Overseeing the disposition of assets in connection with the State of Good Repair Fund and/or any other capital reserve funds; and Overseeing policies, strategies and initiatives by Management on green plans, energy and environmental plans and reporting and making recommendations to the Board on such matters.
D. Budget, Financial Reporting and Financial Statements Reviewing with Management, and as necessary with the external auditor, and recommending to the Board for approval, the annual operating and capital plan and associated budgets of the organization, the annual audited consolidated financial statements of the Corporation, quarterly financial reports to include balance sheet, income statement, statement of cash flows, and management notes on variances between actual to budget levels, and prior years; as well as provide financial forecasts and other financial reporting as determined by the Board; Reviewing with Management, and as necessary with the external auditor, the Corporation’s key accounting, tax, and financial reporting policies and practices and reporting and making recommendations to the Board on such matters;
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65 THE BUILDING INVESTMENT, FINANCE AND AUDIT COMMITTEE Item 2H - GCHRC:2021-17 - Attachment 6 Item 2H - GCHRC:2021-17 CHARTER
Reviewing with Management, and as necessary with the external auditor, significant accounting or disclosure issues, including complex or unusual transactions, and significant changes to accounting principles and reporting and making recommendations to the Board on such matters; and Overseeing with Management the financial reporting of all elements in connection with the State of Good Repair Fund and/or any other capital reserve funds.
E. Subsidiary and Joint Ventures Recommending to the Board for approval the creation or disposition of any subsidiary or joint venture; Receiving and reviewing with Management the annual operating plan and budget of all subsidiaries and joint ventures, and reporting and making recommendations to the Board on such matters; and Receiving and reviewing with Management the annual financial statements of all subsidiaries and joint ventures, and reporting and making recommendations to the Board on such matters.
F. Internal Audit, Accounting Systems and Internal Controls Reviewing and approving the Internal Audit work plans and reports and advising the Board, as appropriate, on the adequacy, accuracy, timeliness and reliability of financial reports and on the efficacy of internal accounting, auditing, and management control systems and procedures.
G. External Audits Annually reviewing and evaluating the external auditor, including the independence and the terms of engagement and remuneration, and making recommendations to the Board for presentation to the Shareholder; Reviewing and approving the annual audit plan of the external auditors; Reviewing with the external auditor any significant changes in financial reporting and accounting practices and reporting and making recommendations to the Board on such matters; Reviewing with the external auditor the findings of the annual audit of the organization’s financial statements and recommending to the Board the approval of the annual audit report;
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66 THE BUILDING INVESTMENT, FINANCE AND AUDIT COMMITTEE Item 2H - GCHRC:2021-17 - Attachment 6 Item 2H - GCHRC:2021-17 CHARTER
Reviewing with Management any management responses to the annual audit report and reporting to the Board on such matters; and Reviewing with the Auditor General any findings of its audits of the Corporation, monitoring management responses to recommendations by the Auditor General, and reporting and making recommendations to the Board on such matters.
H. Financial Compliance Monitoring Management’s compliance with laws and regulations, including but not limited to the reporting requirements of the Shareholder Direction and Canadian GAAP and, where there is non- compliance, reporting to the Board with recommendations for rectifying.
I. Financial and Fraud Risk Reviewing with Management, the internal auditor, and the external auditors their assessment and monitoring of financial risks including but not limited to liquidity risk, financing and refinancing risk, and litigation costs risk, reviewing and assessing steps to respond to such risks, and reporting and making recommending to the Board on such matters; Monitoring and reporting, as necessary, to the Board on issues of fraud, including employee and tenant fraud; and Monitoring and reporting, as necessary, to the Board any referrals of financial whistleblower issues with recommendations for addressing the issues.
J. Information Technology Annually reviewing with Management the information technology and management strategies of the Corporation and reporting and recommending to the Board for approval significant investments in technology.
K. Enterprise Risk Management Review with Management its assessment of identified risks that the corporation faces and has established a risk management infrastructure to address those risks.
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67 THE BUILDING INVESTMENT, FINANCE AND AUDIT COMMITTEE Item 2H - GCHRC:2021-17 - Attachment 6 Item 2H - GCHRC:2021-17 CHARTER
L. Insurance Annually reviewing with Management the Insurance program of the Corporation and recommending to the Board for approval the annual insurance policy renewal.
Authority The Committee has full delegated authority from the Board in respect of the matters that fall within its Charter.
The Committee may establish ad-hoc or advisory committees to provide input on specific issues identified by the Committee.
The Committee will have full, free and unrestricted access to Management and its employees, the external auditor, and internal auditors.
The Committee may retain the services of external advisors at the expense of the Corporation as may be deemed necessary to ensure its due diligence and in accordance with TCHC’s procurement policy and procedures.
Within the scope of the Committee, the Committee may award contracts up to $5,000,000.
Composition Appointment of the Committee Chair and members shall be by the Board upon recommendation by the Board Chair. The Chair of the Board shall be a voting ex officio member of the Committee. The President and Chief Executive Officer will appoint an Executive staff liaison to support the Chair. The President and Chief Executive Officer will appoint a staff person as Corporate Secretary for the Committee. The Committee shall be composed of a minimum of four Directors.
Terms of Membership Two-year term. The term is renewable for an additional two-year term.
Quorum Quorum shall be the minimum of fifty percent of the Directors of BIFAC.
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68 THE BUILDING INVESTMENT, FINANCE AND AUDIT COMMITTEE Item 2H - GCHRC:2021-17 - Attachment 6 Item 2H - GCHRC:2021-17 CHARTER
Where a quorum is present, decisions shall be taken by motion, with passage by simple majority (fifty percent plus one) of the total Committee members present at a meeting of the Committee, in person or by teleconference call. Written resolution in lieu of meeting signed by all members of the Committee is permitted.
Meetings The Committee will meet as frequently as it determines necessary but not less than once each quarter. Meetings may be called by the Chair of the Board or the Chair of the Committee. The Chair of the Committee must call a meeting when requested to do so by any member of the Committee, the Chairman of the Board, the President and Chief Executive Officer, or the General Counsel and Corporate Secretary. Time-limited sub-committees or advisory committees may be formed to address specific issues and perform clear tasks. The procedure at meetings shall be determined by the Committee Chair adhering to the by-laws of the Corporation or any resolution of the Board. Meetings will be held in public other than matters to be dealt with in closed session, such as: a. the security of the property of the Corporation; b. personal matters about an identifiable individual, including an employee; c. a proposed or pending acquisition or disposition of land by the Corporation; d. labour relations or employee negotiations; e. litigation or potential litigation, including matters before administrative tribunals, affecting the Corporation; f. advice that is subject to solicitor-client privilege, including communications necessary for that purpose; g. any other matter City Council would be permitted to discuss at a meeting or part of a meeting that is closed to the public under City of Toronto Act, 2006 or any other Act; or h. a request under the Municipal Freedom of Information and Protection of Privacy Act (MFIPPA).
Review The Committee shall review its Charter on an annual basis and recommend any changes to such terms to the Governance, Communications and Human Resources Committee.
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69 THE BUILDING INVESTMENT, FINANCE AND AUDIT COMMITTEE Item 2H - GCHRC:2021-17 - Attachment 6 Item 2H - GCHRC:2021-17 CHARTER
Reporting The Committee will report the proceedings of each meeting and all recommendations made by the Committee at such meeting to the Board at the Board's next meeting. The Committee will make such recommendations to the Board as it may deem appropriate.
Approved: December 16, 2014 Amended: April 27, 2016 Amended: December 11, 2017 Amended: June 12, 2018 Amended: February 27, 2019 Amended: July 30, 2020
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70 Item 2H - Annual Review of Board and Committee Charters
GCHRC Public Meeting - March 31, 2021 - Attachment 7 Item 2H - GCHRC:2021-17 Report:GCHRC:2021-17 Attachment 7
THE PROCUREMENT AWARD COMMITTEE CHARTER
Mandate The Procurement Award Committee (“PAC”) is established as a management committee of Toronto Community Housing Corporation (“TCHC”) to assist the Board in fulfilling its responsibilities in respect of contract award approvals up to $2.5 million (exclusive of taxes).
Responsibilities The PAC fulfills its mandate by reviewing and approving contract awards up to $2.5 million (inclusive of any change orders and exclusive of taxes), and by recommending approval by the Building Investment, Finance and Audit Committee (“BIFAC”) and/or the Board for contract awards above that limit, with the exception of consultant contracts not directly related to capital repair and/or development projects.
Prerequisites for PAC Authority (Competitive Procurement) The PAC has authority to approve contracts if all of the following conditions are met:
1. The Senior Director of Procurement has recommended the award as being in compliance with the terms of a competitive procurement call, and applicable procurement policies, procedures, and protocols.
2. The recommended award is the lowest bidder or highest scoring proponent as determined by an evaluation team, and based on evaluation criteria outlined in the procurement call.
3. The award and resulting commitment does not result in a commitment term exceeding five (5) years, including extensions.
4. The award and resulting commitment is less than or equal to $2.5 million (exclusive of taxes).
5. The funding for the award and subsequent commitment was approved by the Board of Directors through a budget process, for all years that have been the subject of the Board’s budget approval process.
1 71 Item 2H - GCHRC:2021-17 - Attachment 7 Item 2H - GCHRC:2021-17 THE PROCUREMENT AWARD COMMITTEE CHARTER
6. The PAC has not received a material written objection to the merits of the award, prior to the decision to award by the PAC.
7. All members of the PAC, present at the meeting when the matter is considered, vote in favour of the award.
Prerequisites for PAC Authority (Change Orders) The PAC has authority to award change orders if all of the following conditions are met:
1. The original contract was awarded through a competitive procurement call, and applicable procurement policies, procedures, and protocols.
2. The cumulative value of the change order, original contract(s) and resulting commitments is less than or equal to $2.5 million (exclusive of taxes).
3. The funding for the change order and subsequent commitment is within existing budget approvals from the Board of Directors.
4. All members of the PAC, present at the meeting when the matter is considered, vote in favour of the change order.
Authority The PAC has full delegated authority from the Board in respect of the matters that fall within this Charter.
The PAC is accountable to the Board and shall not be entitled to sub-delegate all or any of the powers and authority delegated to it, unless authorized under TCHC’s Financial Control Bylaw No. 3.
Composition President and Chief Executive Officer; General Counsel and Corporate Secretary; Vice President, Human Resources; Chief Financial Officer and Treasurer; Chief Operating Officer; Chief Development Officer; and Senior Director, Strategic Procurement.
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72 Item 2H - GCHRC:2021-17 - Attachment 7 Item 2H - GCHRC:2021-17 THE PROCUREMENT AWARD COMMITTEE CHARTER
Quorum Quorum shall be a minimum of four members. Where a quorum is present, decisions shall be taken by motion, with passage by unanimous vote. Written resolution in lieu of meeting signed by all members of the PAC is permitted.
Meetings The PAC will meet as frequently as it determines necessary, generally through monthly meetings. The procedure at meetings shall adhere to the by-laws of the Corporation or any resolution of the Board.
Review The PAC shall review its Charter on an annual basis and recommend any changes to such terms to the Governance, Communications and Human Resources Committee.
Reporting The PAC will report the proceedings of each meeting, all contracts and change orders awarded, and all recommendations made by the PAC to the BIFAC at the BIFAC's next meeting. The PAC will make such recommendations to the BIFAC as it may deem appropriate.
Approved: June 27, 2019 Amended: July 30, 2020
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73 Item 2H - Annual Review of Board and Committee Charters
GCHRC Public Meeting - March 31, 2021 - Attachment 8 Item 2H - GCHRC:2021-17 Report:GCHRC:2021-17 Attachment 8 Investment Advisory Committee Charter
Mandate The Investment Advisory Committee (the "Committee") is established as an advisory subcommittee to the Building Investment, Finance and Audit Committee. The purpose of the Committee is to assist the Building Investment, Finance and Audit Committee in fulfilling its responsibilities in respect of:
• Capital Funds and Investments.
Responsibilities The Committee shall: • Provide strategic advice with respect to the investment policy and strategy for capital reserves, including the investment of funds allocated for the purposes of the State of Good Repair Fund and/or other capital reserve funds; • Monitor investment performance and report on implementation of the investment policy; and • Periodic review of performance reports generated by the fund manager(s) and report regularly to the Building Investment, Finance and Audit Committee with respect to the performance of all invested funds.
Composition • The Committee shall be composed of a minimum of 4 members: a Board member sitting on the Building Investment, Finance and Audit Committee, the President and Chief Executive Officer, and a minimum of 2 external advisors with expertise in investment management and finance. • The Chair of the Committee shall be the Building Investment, Finance and Audit Committee representative with expertise in investment management strategies and management of investment portfolios. • The President and Chief Executive Officer will appoint a staff person to act as Corporate Secretary for the Committee.
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Item 2H - GCHRC:2021-17 - Attachment 8 Item 2H - GCHRC:2021-17
Quorum • Quorum shall be a minimum of three (3). • Where a quorum is present, decisions shall be taken by motion, with passage by simple majority (fifty (50) per cent plus one) of the total Committee members present at a meeting of the Committee, in person or by teleconference call. Decisions may also be by resolution in writing signed by all members of the Committee.
Meetings • The Committee will meet bi-annually, or more frequently at the call of the Committee Chair. • Meetings will be held at a time and place as determined by the Committee. • The procedure at meetings shall be determined by the by-laws of the Corporation or by resolution of the Board.
Review • The Committee shall review its term of reference on an annual basis and recommend any changes to such terms to the Building Investment, Finance and Audit Committee.
Approved: April 29, 2013 Amended: February 4, 2015- Replaced Terms of Reference with Charter and Building and Investment Committee with Building Investment, Finance and Audit Committee. Amended: September 28, 2017 Amended: February 27, 2019 Amended: September 2020 (presented at December 15 2020 Board Meeting)
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75 Item 3- Action List - Public
Toronto Community Housing Corporation Governance, Communications and Human Resources Committee 931 Yonge Street, Ground Floor Conference Room
Report on Business Arising from Public Meeting Minutes GCHRC Action Item List
Report No. Target and Meeting Description Status Assigned To Date Date 1. September Open Meeting Requirements 9, 2020 meeting The General Counsel & In progress May 25, General Corporate Secretary to report 2021 Counsel & back to the GCHRC after Corporate speaking with the City Clerk’s Secretary office re: whether TCHC is meeting the City’s open meeting requirements and the efficacy of TCHC’s agenda design.
2. September Legal Roster 9, 2020 meeting In Q1 2021, the General Complete Briefing General Counsel & Corporate Secretary note Counsel & to report to the GCHRC on included in Corporate progress in procuring an March 31, Secretary external counsel roster. 2021 materials
3. GCHRC:20 Professional Standards Unit 20-29 November Management to bring the Complete March 31, General 27, 2020 professional standards unit 2021 Counsel & matter back to the GCHRC for (GCHRC:2 Corporate discussion in early 2021. 021-13) Secretary
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Report No. Target and Meeting Description Status Assigned To Date Date 4. TCHC:2020 Human Resources Plan -93 December In Q1 2021, the CEO to provide In progress Full report Chief 15, 2020 the GCHRC with timelines for back at Executive Board the implementation of the May 25, Officer & meeting Human Resources Plan. 2021 Interim Vice meeting President, Human Resources
Page 2 of 2 77 Item 3 - Briefing Note #2
Toronto Community Housing Corporation 931 Yonge Street Toronto, ON M4W 2H2
Briefing Note: To: Governance, Communications and Human Resources Committee From: Darragh Meagher, General Counsel and Corporate Secretary Date: March 24, 2021 Re: Legal Service Roster
The GCHRC requested that General Counsel report on progress in procuring an external counsel roster during the first quarter of 2021.
Legal Services staff continue to prepare the documents related to this procurement. As of this date, staff have determined that TCHC will approach this procurement through four (4) separate RFX documents in order to ensure that the teams that will evaluate the submitted proposals can be comprised of different members of the Legal Services Division whose expertise best suited to the legal services to be procured through that process.
At present, we anticipate that this will result in the evaluation of firms in relation with expertise in the following broad practice areas:
Corporate Commercial Law Real Estate Law Litigation Employment and Labour Law
Within these broad practice areas, firms with expertise that is specific to TCHC’s historical requirements will be invited to submit proposals to provide legal services.
78 Item 3 - Briefing Note
Toronto Community Housing Corporation 931 Yonge Street Toronto, ON M4W 2H2
Briefing Note: To: Governance, Communications and Human Resources Committee From: Darragh Meagher, General Counsel and Corporate Secretary Date: March 24, 2021 Re: Request to name 3036 Bathurst St., as "The Michael Feldman Place"
The attached correspondence, requesting that TCHC name its building located at 3036 Bathurst Street “The Michael Feldman Place” was forwarded to the Board of Directors by City Councillor Michael Colle on March 19, 2021.
TCHC does not, at present, have its own process in place to designate buildings in this way, either on behalf of a person or otherwise. We may want to consider the City’s Property Naming Policy as a guide in this regard. It provides, in part, that when considering requests to rename an existing City property it will consider:
• The proposed name and relevance to the City property; • The rationale for changing the name and the significance of the proposed name including significant contributions to the community, City of Toronto, Province or Canada for proposals to name a City property on behalf of an individual or organization; and • Documented support from the local community, including but not limited to petitions and support letters.
In the absence of such a policy, TCHC management have been asked to bring this matter forward to the Governance, Communications and Human Resources Committee for its consideration.
79 Councillor Mike Colle Item 3 - Briefing Note
Ward 8, Eglinton-Lawrence
Ward 8 Eglinton-Lawrence Tel: 416-338-2500
City Hall, 100 Queen Street West Fax: 416-392-4895
2nd Floor, Suite A20 [email protected]
Toronto, Ontario M5H 2N2
March 12, 2021
ATTN: Toronto Community Housing Corporation Board 931 Yonge Street, 7th Floor, Toronto, ON M4W 2H2
Re: Request to name 3036 Bathurst St., as "The Michael Feldman Place"
Dear members,
I would like to bring to your attention my proposal to name a Toronto Community Housing Building located in Ward 8, Eglinton-Lawrence at 3036 Bathurst Street, "The Michael Feldman Place", to honour a lifelong affordable housing advocate and former City Councillor, Michael Feldman.
Mr. Feldman was an elected member of North York and Toronto City Councils and was first elected as Chair of the Toronto Metropolitan Housing Company in 1973, where he served for 28 years. During time as Chair, Mr. Feldman helped secure construction of 15,000 units of rent- geared-to-income housing.
Therefore, I would be very much appreciative of your consideration of my request to name 3036 Bathurst Street as "The Michael Feldman Place" to honour all the great accomplishments and contributions made by an outstanding public servant and affordable housing advocate.
If you require any further information on my end, please reach me at 416-338-0008 or by email: [email protected]
Best regards,
Mike Colle Toronto City Councillor Ward 8, Eglinton-Lawrence
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Update on Professional Standards Unit Item 4 March 31, 2021 Governance, Communications and Human Resources Committee
Report: GCHRC:2021-13
To: Governance, Communications and Human Resources Committee (“GCHRC”)
From: General Counsel and Corporate Secretary
Date: March 23, 2021
PURPOSE: The purpose of this report is to provide GCHRC with information related to the potential establishment of a Professional Standards unit, which the Board referred to the GCHRC for its consideration.
RECOMMENDATION: It is recommended that the GCHRC receive the information in this report for its information.
REASONS FOR RECOMMENDATIONS:
DECISION HISTORY: At it its meeting of April 27, 2020, the Board deferred its consideration of the Implementation of the Rubin Thomlinson recommendations to a subsequent meeting. It was considered by the Board at its meeting of September 25, 2020. https://www.torontohousing.ca/events/Documents/Board/2020%20Board% 20Meetings/April%2027%202020%20Board%20Meeting/Item%2010%20% E2%80%93%20Implementations%20of%20%20RT%20Recommendations- PP.pdf
81 Item 4 - GCHRC:2021-13 Page 2 of 3
At its meeting of September 25, 2020, the Board referred the issue of the potential establishment of a Professional Standards Unit to the Governance, Communications and Human Resources Committee. At its meeting of November 27, 2020, the Committee directed management to bring the professional standards unit matter back to the GCHRC for discussion in early 2021.
ISSUE BACKGROUND: In a report addressing the implementation of the Rubin Thomlinson recommendations, considered by the Board at its meeting of July 30, 2020, management reported that TCHC proposed to implement a Professional Standards unit, within the Legal Services Division, responsible for conducting workplace investigations.
The matter was referred to the Board’s meeting of September 25, 2020. At that time, the Board referred its consideration of the potential establishment of a Professional Standards unit to the GCHRC.
In considering the potential establishment of a Professional Standards unit, the GCHRC may wish to consider the approach that other organizations have taken to the conduct of workplace investigations. Attached as Appendix 1 to this Report is a summary of the approach to workplace investigations of a number of comparable employers that the GCHRC may wish to consider in determining its approach to this issue.
IMPLICATIONS AND RISKS: No risks are identified in the Committee’s consideration of this matter. However, in the event that TCHC adopts an ineffective approach to workplace investigations, it risks failing to take effective remedial actions to the recommendations made by Rubin Thomlinson.
SIGNATURE: “Darragh Meagher” ______Darragh Meagher General Counsel and Corporate Secretary
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ATTACHMENTS: 1. Organizational Approaches to Workplace Investigations
STAFF CONTACT: Darragh Meagher, General Counsel and Corporate Secretary 416-981-4241 [email protected]
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Appendix 1: Organizational Approaches to Workplace Investigations
Organization Workplace Investigation Process City of Toronto The City of Toronto approaches workplace investigations through a variety of processes. In addition to workplace investigations undertaken by the City’s Accountability Officers, workplace investigations can be undertaken by staff in the Equity and Human Rights Office (part of the City’s People and Equity Division). Workplace investigations arising from allegations of employee misconduct are undertaken by Divisional managers, supported by staff from the People and Equity Division and Legal Services.
Some City Divisions including Toronto Paramedic Services and Fire Services, have established Professional Standards Units, within their organizational structure in order to facilitate that work.
Toronto Police Toronto Police Service’s Professional Standards Services unit is charged with promoting and supporting professionalism, which includes managing the activities of the Professional Standards – Investigative Unit.
Toronto Transit Complaints or concerns regarding the conduct of Commission Transit Enforcement Officers and policies of, or services provided by, the Transit Enforcement Officer Program are investigated by the TTC’s Unit Complaints Coordinator.
Investigations of other employees of TTC are conducted by the Investigative Services Unit of its Human Resources Department.
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Organization Workplace Investigation Process Toronto District School Investigations of alleged violations of the TDSB Board Workplace Harassment Prevention Policy are the responsibility of its Human Rights Office.
Ultimate responsibility for oversight of this policy resides with the Associate Director Equity, Well- Being and School Improvement.
Toronto Public Library Individual Division managers are responsible for conducting investigations related to the TPL’s Human Rights and Anti-Harassment/ Discrimination policy, supported by Human Resources staff.
85 Page 1 of 3 Item 5 - GCHRC:2021-16
TCHC 2021-22 Strategic Communications Plan Item 5 March 31, 2021 Governance, Communications and Human Resources Committee
Report: GCHRC:2021-16
To: Governance, Communications and Human Resources Committee From: Vice President, Strategic Planning and Communications
Date: March 22, 2021
PURPOSE The purpose of this report is to provide the GCHRC with Toronto Community Housing’s (“TCHC”) Strategic Communications Plan for 2021-2022.
RECOMMENDATIONS: It is recommended that the GCHRC receive the 2021-22 TCHC Strategic Communications Plan for information.
REASONS FOR RECOMMENDATIONS: Toronto Community Housing has an opportunity to use strategic communications to build trust and confidence among tenants, employees and stakeholders. The plan guides how TCHC, as a service organization, will engage and inform key audiences to drive understanding of our services and supports, ensuring that people receive the right information at the right time and on their terms. There is an abundance of amazing stories to be told about TCHC communities and the people that call these communities home. The communications plan will be centred on human interest stories that bring to life the vibrancy of TCHC communities and the people who are proud to live and work there.
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We have already started to strengthen our traditional media and social media channels, and in the coming year we will put our minds to creating a strong digital presence through external and internal communications channels, including the TCHC website and intranet. Through the development of the Confronting Anti-Black Racism Strategy, we know we have more work to do to meet the communications needs of Black staff and tenants and through this plan, we are committed to doing this work. We are also committed to ensuring all communications are accessible and meet the Accessibility for Ontarians with Disabilities Act (“AODA”) standards. We are fortunate to have a strong partnership and guidance from the tenant-led R-PATH Committee as we continue to build our expertise as leaders in social housing communications excellence. This is an exciting time for TCHC and communications is a key enabler of ensuring the success of the restructuring of the organization to a service model that is closer to tenants and achieving the goals that have been set.
IMPLICATIONS AND RISKS We have already seen the value of proactively telling the TCHC story and directing tenants to information related to the services TCHC provides. This enables the organization to drive transparency, build trust and ultimately advance its strategic priorities. This communications plan will move us forward.
SIGNATURES:
“Paula Knight”
Paula Knight Vice President, Strategic Planning and Communications
ATTACHMENT: 1. Toronto Community Housing Strategic Communications Plan
87 Page 3 of 3 Item 5 - GCHRC:2021-16
STAFF CONTACT: Bruce Malloch, Director, Strategic Communications 416-737-6642 [email protected]
88 Item 5 - TCHC 2021-22 Strategic Communications Plan GCHRC Public Meeting - March 31, 2021 - Attachment 1 Item 5 - GCHRC:2021-16 Report:GCHRC:2021-16 Attachment 1
Toronto Community Housing
Strategic Communications Plan GOVERNANCE, COMMUNICATIONS AND HUMAN RESOURCES COMMITTEE MARCH 31, 2021
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What we’ll discuss today
What we know Our vision for communications Our plan and guiding principles Who we are communicating to What will we communicate Going digital How we will know we’re successful
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TCHC analyzed media coverage in top tier and local publications from Jan 2019 to Dec 2020 to understand the overall sentiment towards the organization Insights from this analysis will enable us to What we know establish a baseline from which to measure the impact of future TCHC communications efforts.
While this is only one dimension of the way we will measure our impact, it is at this time a critical starting point given TCHC’s historical image and reputation challenges.
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What we know
The first pie chart reflects sentiment breakdown for the articles closely analyzed
The second pie chart summarizes the sentiment of third- party spokespeople when commenting on TCHC issues, including City leadership and tenants.
Overall, the analysis found the majority of stories that reference TCHC were either neutral or positive, with sentiment from third parties almost identical
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What we know Coverage: key themes TCHC as a city-builder TCHC restructuring TCHC as a community builder Community safety and combating gun violence Somber announcements
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What we know
Leveraging internal spokespeople impacts sentiment TCHC spokespeople are subject matter experts. They are essential to fulfilling media needs and organizational objectives:
• share information about specialized topics • reframe a story with strong key messages that reinforce objectives and can correct bias • deliver proof points that positively reflect organizational achievements
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What we know
Coverage during the pandemic Overall, third party using a subject matter expert spokespeople such as the Stories that include a TCHC has put an emphasis on new Mayor and City Councillors are spokesperson put a face and building initiatives, which positive about TCHC and want name to the organization increased the amount of to see continued community positive coverage housing improvements
Media sentiment towards TCHC Stories about crime within Tenants and other community is often impartial in crime TCHC buildings generate the members most frequently stories most negative coverage provide negative commentary
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Moving Forward
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We are champions for tenants, shaping and sharing their stories and helping them navigate our services. We inspire human connections, Our vision for Communications empower our people and partners, and celebrate the diversity and experiences of those who live and work in Toronto Community Housing.
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We will work together to continue to improve the lives of tenants. 2020 – 2021 We will empower our company to build on the Strategic progress to date in delivering service closer to tenants through the restructuring of the Priorities Operations Division and bringing to life the TCHC Alignment Culture Model. We will inspire staff so that we can continue to make TCHC’s vision a reality for tenants.
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Our Plan
Build trust and Engage and inform key Be proactive storytellers, Be trusted and Create connections confidence among audiences to drive with a consistent human respected advisors, through integrated tenants, employees and understanding of our voice nimbly solving problems communications stakeholders services and supports, and advancing the channels to enable ensuring people have organization’s strategic transparency, trust and the right information, at priorities action. the right time and on their terms
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We are one team with one voice, working together for tenants, employees and stakeholders We always act and communicate with openness, integrity and transparency
We are strategic and creative, always asking “why?” and “why not?” Our guiding We help connect people with the right information principles We reflect and respect the diversity of our tenants and employees
We proactively identify opportunities that are right and timely
We put people at the centre of everything we do and say
We believe in the power of continuous learning, inside and out
We lead with data and insights, and measure everything
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Tenants
Who we are Employees communicating to
Stakeholders
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Who we are and what we stand for
What will we ◦ Tenant services and supports communicate ◦ Human interest stories ◦ Community partnerships and impact ◦ Employee passion and commitment
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Define the TCHC brand character Who we are ◦ We have a unique role as the largest and what we social housing provider in Canada stand for ◦ We provide homes and help connect tenants to social supports ◦ Committed and passionate people work here
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Provide helpful, timely Review tone / content information that of all tenant reflects the new communications to service model promise align with the brand
Deliver just-in-time Define effective Tenant Services communications to communications address emerging and Supports channels for tenants opportunities / issues
Develop Confronting Establish a Tenant and Anti-Black Racism Staff Communications communications work Network plan
10416 Item 5 - GCHRC:2021-16 - Attachment 1 Item 5 - GCHRC:2021-16 Harness the vibrancy of TCHC communities and the people who live there
Attract and retain great talent by sharing employee experiences Human Interest Stories Holistic truth telling as identified through the Confronting Anti-Black Racism Strategy
Establish an editorial board of TCHC tenants and staff to identify storytelling opportunities
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Support and amplify Strengthen Learn
Support and boost Further strengthen our Learn from our COVID- Community awareness of the work ability to support 19 experience. We are of the R-PATH tenants by sharing better together with Committee to improve information about our our partners in Partnerships the quality of life for role in working with addressing the support people with physical community partners, needs of tenants and disabilities. and the impact of these communities and Impact relationships.
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Employee Passion and Commitment
Frontline staff service and support
How we can help
Service hub profiles
Unique roles at TCHC
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The nature of TCHC’s business makes it imperative to Responsive have a responsive and effective issues and crisis and Effective management process • The organization has already developed a key expertise in this area Issues and • The team will continue to refine its approach and processes with a view to being best-in-class in this important communications Crisis discipline Management
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Going Digital
As a service organization, TCHC has an Rebuild internal and external Partner with Information opportunity to leverage the power of websites to function as a service Technology Services to define digital communications to reach hub where tenants can easily future state digital platforms to tenants and other key audiences navigate, access information and support our tenant, employee and engage with TCHC stakeholder engagement priorities
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• Early indicators from social media show our plan is already having impact • Steady social media channel growth since April 2020, with a decrease in negative sentiment Instagram Linkedin Facebook Twitter How we will 41% 33% 15% 9% • We will continue to measure media sentiment on a know we’re biannual basis • We will engage directly with tenants to understand their successful communications needs and measure their satisfaction with communications on an annual basis • We will review the employee engagement survey results and build our internal communications plan to address opportunities that are identified • We will be responsive to issues that arise in the media and public environment with the goal of achieving neutral to positive coverage that has TCHC share of voice
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What we stand for
◦ Tenant services and supports ◦ Human interest stories ◦ Community partnerships and impact ◦ Employee passion and commitment
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What we stand for
◦ Tenant services and supports ◦ Human interest stories ◦ Community partnerships and impact ◦ Employee passion and commitment
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Thank you & Questions
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Appendix
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Definitions
TCHC as a city-builder Announcements related to multi-million-dollar capital projects to repair or renew our building portfolio. Milestones in TCHC’s community revitalization projects, such as new buildings opening and major community engagement events. TCHC restructuring How Toronto Community Housing’s role within the City of Toronto is evolving AND how TCHC as a corporation is restructuring and refocusing internally. Safety in Communities and combatting gun violence Coverage of shootings that occur in TCHC varies widely. In some cases, the media will not identify the location of a shooting as TCHC property; at other times, media will identify that it is a TCHC community, often when tenants are raising safety concerns. Somber Announcements TCHC sometimes issue Public Statements expressing sorrow and solidarity with the community when tragic events such as fires, accidents or violent crimes occur, while outlining how TCHC will support and help tenants through the crisis. TCHC as Community Builder TCHC issues an average of eight news releases each month about community engagement, tenant services, job-training and scholarships for youth, community programs to support wellness, economic development and initiatives to support the most vulnerable in our communities.
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