Public Meeting Minutes December 7, 2017 Governance, Communications, Human Resources and Compensation Committee Page 1 of 5 The Governance, Communications, Human Resources and Compensation Committee (GCHRCC or Committee) of Toronto Community Housing Corporation (TCHC) held a public meeting on December 7, 2017, in the Main Floor Conference Room, 931 Yonge Street, Toronto, ON M4W 2H2, and via teleconference commencing at 10:56 a.m. Committee Directors in Attendance: Ex Officio Director in Attendance: Absent Committee Directors: Pamela Taylor, Chair Catherine Wilkinson (by teleconference) Kevin Marshman Councillor Joe Cressy, Vice Chair Joseph Kennedy Management Present: Marta Asturi, Legal Counsel & Assistant Corporate Secretary Cathy Barker, Vice President - Human Resources Jennifer Bond, Director, Labour Relations & Legal Counsel Ismail Ibrahim, General Counsel & Corporate Secretary (Interim) Kathy Milsom, President and Chief Executive Officer Vincent Tong, Vice President, Development (Interim) A quorum being present, the Chair called the meeting to order and Ms. Sonia Fung served as recording secretary. ITEM 1 CHAIR S REMARKS No comments or remarks were received from the GCHRCC Chair.
Page 2 of 5 ITEM 2A APPROVAL OF PUBLIC AGENDA AND REVIEW OF AGENDA ORDER The public meeting agenda was revised and circulated prior to meeting. It was noted that item 6 was withdrawn. Ms. Taylor and, the GCHRCC approved the revised agenda as circulated. ITEM 2B DECLARATION OF CONFLICT OF INTEREST The Chair requested members of the GCHRCC to indicate any agenda item in which they had a conflict of interest, together with the nature of the interest. None were declared. ITEM 2C ITEM 2D CONFIRMATION OF PUBLIC MEETING MINUTES OF SEPTEMBER 14, 2017 Ms. Taylor and, the GCHRCC confirmed the abovecaptioned minutes. BUSINESS ARISING FROM THE MINUTES AND COMMITTEE ACTION ITEMS UPDATE Ms. Taylor and, the GCHRCC received the report for information. ITEM 3 UPDATE ON TCHC SUBSIDIARIES GCHRCC:2017-35 Ms. Wilkinson and, the GCHRCC adopted the recommendations in this report and resolved to forward to the Board of Directors to: 1. approve the Don Mount Court Development Corporation special resolution on voluntary dissolution appended as Attachment 1 to this report; and 2. approve the Access Housing Connections Inc. special
Page 3 of 5 resolution on voluntary dissolution appended as Attachment 1 to this report. ITEM 4 ALLENBURY GARDENS PHASE 2.2 TITLE NOMINEE CREATION Mr. Tong presented the report. GCHRCC:2017-36 It was noted that 2602811 Ontario Inc. (AGDC subsidiary) will not require any long-term debt. Costs will be minimal and are included in the project budget. Ms. Wilkinson and, the GCHRCC resolved to adopt this report and recommended that this report be forwarded to the Board of Directors for approval of: 1) Incorporation of 2602811 Ontario Inc., and approve the appointment of the Chief Financial Officer and Interim Vice- President Development as the two Allenbury Gardens Development Corporation (AGDC) representatives on the board of directors of the Nominee.; 2) Consulting with the City General Manager and informing them of the creation of the Nominee; and 3) Authorizing the Interim Chief Financial Officer or Interim Vice-President Development to take all necessary actions and execute all documents and resolutions as required to implement the above recommendations. ITEM 5 POLICY APPROVAL : PRIVACY POLICY GCHRCC:2017-37 The above captioned report was circulated prior to the meeting. Mr. Ibrahim presented the report. Discussion ensued with regard to the content of the draft policy. It was noted that the draft policy needs further revisions with inputs from GCHRCC and the Board. A revised draft will be circulated to GCHRCC offline for review. It was agreed that this item be deferred to the next GCHRCC meeting.
Page 4 of 5 ITEM 6 ITEM WITHDRAWN ITEM 7 CHANGES TO FINANCIAL CONTROL BY-LAW NO. 3 Discussion ensued. GCHRCC:2017-39 Ms. Taylor and, the GCHRCC resolved to approve this report and recommended that this report be forwarded to the Board of Directors for approval and that the Board: 1. Approve the creation of the Procurement Award Committee (PAC) and its Charter (Attachment 4); 2. Delegate the Board s signing authority of up to $2.5 million (exclusive of taxes) to the PAC, as outlined in this report; 3. Delegate the Board s signing authority above $2.5 million (exclusive of taxes) to BIFAC; 4. Request that the City of Toronto approve the revised Bylaw 3 as per Attachment 2; and 5. Authorize the appropriate staff to implement the above recommendations. Ms. Wilkinson abstained from voting on this item. ITEM 8 2018 GCHRCC WORK PLAN GCHRCC:2017-40 Correction to report: Page 1, under heading Recommendation Delete: 5. October 5, 2018 (9:00 a.m. 11:00 a.m.) [Ad hoc meeting] Correction to Attachment 1 of report: Delete column with heading Oct. 5, 2018 Ms. Wilkinson and, the GCHRCC approved the draft 2018 Work Plan appended as Attachment 1 to this report.
Page 5 of 5 ITEM 9 GOVERNANCE PROCEDURES GCHRCC:2017-41 It was noted that with the proposed changes to Bylaw No. 3, existence of the Bid Award Subcommittee is no longer required. The GCHRCC recommended that the following subcommittees continue to exist and report to BIFAC: Investment Advisory Committee and the IT Subcommittee. Correction to report: Page 2, last paragraph, line 3 June 29 should read June 12 Mr. Marshman and, the GCHRCC adopted this report as amended, and recommended that the report be forwarded to the Board for approval of: (a) (b) The amended Committee Charters appended as Attachments 1, 2 and 3 to this report; and The 2018 Board and Committee meeting schedule. TERMINATION The GCHRCC public meeting terminated at 11:38 a.m. Secretary Chair, Governance, Communications, Human Resources and Compensation Committee