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Public Minutes

December 14, 2021

Board of Directors

Toronto Senior Housing Corporation

The Board of Directors (“Board”) of the Toronto Senior Housing Corporation (“TSHC”) held its sixth public meeting on December 14, 2021 at 8:30 a.m. (EDT) via video conference. The meeting was live streamed on YouTube and subsequently posted to the City’s website for TSHC.

Directors in Attendance:

  • Maureen Quigley (Chair)
  • Lawrence D’Souza
  • Councillor Paula Fletcher
  • Linda Jackson
  • Warren Law
  • Carrie MacNeil
  • Jim Meeks
  • Brenda Parris
  • Councillor Paul Ainslie
  • Paul Johnson, City of Toronto, Ex-Officio Member

TSHC representatives present:

  • Michael Sherar, Interim Transitional Lead and Chief Corporate Officer
  • Rajni Vaidyaraj, Interim Executive Assistant
  • Mary Tate, Interim Project Management Lead
  • Helena Ferreira, Interim Human Resources Lead
  • Norman Rees, Interim Financial Lead
  • Arlene Howells, Interim Communications and Stakeholder Relations Lead

Board Secretary present:

  • Anjali Chauhan, Account Executive – DSA Corporate Services Inc.

CONSTITUTION AND NOTICE OF MEETING

Ms. Quigley served as Chair of the Meeting and Ms. Chauhan served as recording secretary.

All the Directors being present with notice of the Meeting being given, the Chair declared the Meeting to have been properly called and constituted for the transaction of business.

ITEM 1: CHAIR’S REMARKS

The Chair welcomed everyone to the sixth Board meeting and stated that the meeting was being live streamed on YouTube. The Chair noted the Acknowledgement of the Land. The Chair provided the highlights of the work completed over the past seven months through the virtual conduct of monthly board meetings, orientation sessions and workgroup meetings. She noted that the Board Standing Committees will begin their work in January 2022 and expected to meet the Board members in person by the end of March 2022. She thanked Mr. Sherar and the transition team for their hard work and support on all matters to ensure an efficient and effective transition aligned with the expectations of the City of Toronto. She noted the focus of the Board and management to ensure the readiness to assume the operational responsibility as landlord for the 83 senior buildings and over 14,000 tenants on June 1, 2022. She noted that the Board will be asked to authorize the management team to begin negotiations with Toronto Community Housing Corporation (TCHC) on two major components of the transition plan during the closed session. She informed the Board that tenant input was received on two elements of the transition, namely, tenant input plan and important attributes of the TSHC’s first Chief Executive Officer (CEO). The Chair thanked the Board members for their commitment and contribution. She stated that two deputation requests were received in relation to agenda Item 15 and 22 and the deputants will join via phone.

ITEM 2: APPROVAL OF PUBLIC MEETING AGENDA

The Chair asked that Item 18 be moved to the end of the agenda to allow sufficient time for approval and discussion of the tenant input plan and asked for approval of the public meeting agenda. Hearing none:

Motion carried

UPON MOTION, duly made by Mr. Law, and seconded by Councillor Ainslie, IT WAS RESOLVED THAT the public meeting agenda, as amended, is hereby approved.

ITEM 3: CHAIR’S POLL RE: CONFLICT OF INTEREST

The Chair requested that members of the Board declare whether they were in conflict of interest, together with the nature of the interest, with any public agenda item.

No conflicts were declared.

ITEMS 4-11: CLOSED SESSION

Motion carried

UPON MOTION, duly made by Mr. Law and seconded by Ms. MacNeil and unanimously carried, IT WAS RESOLVED THAT the Board move into a closed session.

ITEM 12: MOTION TO APPROVE CLOSED SESSION DECISION

Motion carried

UPON MOTION, duly made by Ms. MacNeil and seconded by Mr. Law and unanimously carried, IT WAS RESOLVED THAT the Board of Directors authorize the Transitional Lead and Chief Corporate Officer (or his designate) to begin preliminary negotiations with TCHC on the functional service delivery agreement that will outline the terms under which TSHC will purchase services from TCHC.

Motion carried

UPON MOTION, duly made by Ms. MacNeil and seconded by Mr. Law and unanimously carried, IT WAS RESOLVED THAT the Board of Directors authorize the Transitional Lead and Chief Corporate Officer (or his designate) to enter into preliminary negotiations with TCHC on the lease agreement for the operation of the 83 seniors-designated buildings.

ITEM 13: APPROVAL OF PUBLIC MEETING MINUTES OF NOVEMBER 23, 2021

The Chair tabled the minutes of the last public meeting held on November 23, 2021 and asked that they be taken as read.

Motion carried

UPON MOTION, duly made by Mr. Law, and seconded by Ms. Jackson, IT WAS RESOLVED THAT the public meeting minutes of November 23, 2021, as tabled, are hereby approved.

ITEM 14: APPROVAL OF CLOSED SESSION MINUTES OF NOVEMBER 23, 2021

The Chair tabled the minutes of the last closed session meeting held on November 23, 2021 and asked that they be taken as read.

Motion carried

UPON MOTION, duly made by Councilor Ainslie and seconded by Mr. Law, IT WAS RESOLVED THAT the closed session meeting minutes of November 23, 2021, as tabled, are hereby approved.

ITEM 15: MATTERS ARISING – ACTION ITEMS

The Chair noted that as decided at the previous meeting, the action items would be included on a regular basis as a specific agenda item. She noted that action items were being tracked since the first Board meeting in June as per the list circulated to the Board.

DEPUTATION: The following verbal deputation was received with respect to Action items list.

1. Bill Lohman
The Chair welcomed Mr. Lohman to the meeting. Mr. Lohman sought procedural clarity on circulating the deputations to the members in advance of the meeting. He inquired if the list of tenant’s pending issues provided to Mr. Meeks was circulated to all the board members and TCHC’s response. He further inquired if there was any movement to accommodate seniors requests for input to the Transitional Workgroup. He noted the top priority for seniors tenants was community engagement and access to recreational activities noting the detrimental effects of continued isolation. He raised concerns on absence of tenant input on various matters. He noted that the seniors tenants had concerns with the ‘Youth Engagement Refresh’, which he felt for over 3 years were not addressed. He further inquired on the role of Seniors Tenants Advisory Committee (STAC) after June 1, 2022. He raised concerns regarding the absence of clarity on the role of STAC at the meeting held with STAC members a day before.
The Chair noted the interim deputation policy that normally written deputations should be received three days in advance to allow for circulation to the Board members. However, she confirmed that Mr. Lohman’s deputation had been circulated to Directors. She confirmed that the list of tenant’s pending issues provided by Mr. Lohman was circulated to the Board. She provided an overview of the TSHC’s plans surrounding tenant input and engagement and noted that in addition to broad tenant input, tenant members of the Board, along with all members of the Board were providing oversight on decisions regarding transition.

Mr. Lohman further explained tenant engagement issues and concerns surrounding the role of STAC. Councilor Fletcher noted to take the comments regarding role of STAC under advisement at the City Council. Mr. Lohman answered questions on concerns regarding access to recreational activities and use of common space, noting the process being more complicated than before. Councilor Fletcher requested Mr. Johnson to inquire and report back to the Board on this issue.

ITEM 16: TRANSITIONAL LEAD’S REPORT

At the invitation of the Chair, Mr. Sherar provided a verbal update. He first addressed concerns raised by Mr. Lohman noting that there was a clear accountability framework for STAC to TCHC including a terms of reference and membership, and that STAC’s primary purpose was to provide input on the implementation of the new Integrated Service Model (ISM).
He noted that the transition team took the opportunity to engage STAC on issues of transition in addition to the ISM. He confirmed that the list of tenants’ pending issues provided by Mr. Lohman was referred to the City of Toronto and provided an overview of the discussions held including the role of STAC, issue of use of common spaces and other operational issues.
Mr. Sherar thanked the staff at TSHC, TCHC and the City of Toronto for their continued support. He noted that TSHC was making good progress and was on track to achieve the required milestones for smooth and efficient transfer of operations on June 1, 2022. He provided a brief update on the additional staff hired to the transition team and informed that a formal non-disclosure agreement was entered into with TCHC which allowed receipt of documents important to transition planning. He provided overview of the town halls conducted with staff and meetings with union partners. He further answered the questions from the Board.
Ms. Parris led a discussion on STAC membership decisions and issues surrounding engagement with social service agencies. She commented that it would be useful
if there was continuity of membership at STAC during the transition phase. Mr. Sherar noted that TCHC was engaged in process to establish membership for the coming year. Mr. Johnson provided comments on the process of renewal of STAC membership. He noted to discuss the membership consistency issue with the seniors service team and senior housing unit within TCHC.

Councilor Fletcher noted that she will be putting a motion forth at City Council regarding STAC to ensure it is brought back under Tenant’s First team at City.

ITEM 17: APPROVAL OF THE ASSIGNMENT OF BOARD MEMBERS TO THE JOINT TRANSITION WORKGROUP

The Chair noted that the Board approved the establishment of a Joint Board Transition Workgroup at the previous meeting. She proposed the appointment of herself, Carrie MacNeil, and Warren Law as members of the Joint Board Transition Workgroup. Mr. Sherar answered questions from the Board and noted that the Terms of Reference and decision surrounding membership from TCHC is pending approval by TCHC. Councilor Fletcher proposed Ms. Parris join the Joint Board Transition Workgroup. Following discussions and given due consideration:

Motion carried

UPON MOTION, duly made by Councilor Fletcher and seconded by Mr. Meeks and unanimously carried, IT WAS RESOLVED THAT the Board of Directors defer the decision on the assignment of members to the Joint Transition Workgroup until the next meeting.

ITEM 18: PROJECT STATUS REPORT AND RISKS

Discussed at the end of the approval items

ITEM 19: TSHC CORPORATE OFFICE LOCATION

corporate head office. He provided an overview of the benefits of the location, ongoing renovations noting the design of the space was in alignment to TCHC design and accessibility guidelines. Mr. Sherar further answered questions from the Board. Following discussions and given due consideration:

Motion carried

UPON MOTION, duly made by Mr. Meeks and seconded by Ms. Parris and unanimously carried, IT WAS RESOLVED THAT the Board of Directors approve 423 Yonge Street, Toronto to be Toronto Seniors Housing Corporation Corporate Head Office.

ITEM 20: FINANCIAL RESULTS THROUGH NOVEMBER 30, 2021

At the invitation of the Chair, Mr. Rees provided a review of informational report (BD:2021-42) which provided an update on TSHC’s current financial position, and year-end external audit planning. He outlined the key highlights on Financial Results through November 30,2021. He provided an overview of discussions with KPMG noting the scope of audit. He informed that the City of Toronto requires draft audited financial statements by March 4, 2022. He noted that the audited financial statements will come to the Board for approval at its February 23, 2022 meeting based on the proposed new Board dates.

ITEM 21: APPROVAL OF THE 2022 TRANSITION BUDGET AND 2022 BUDGET

At the invitation of the Chair, Mr. Rees provided a review of report (BD:2021-43) which provided a recommendation regarding the TSHC 2022 Transition Budget and 2022 Incremental Budget – Operations. Mr. Johnson provided comments on financial element confirming the budget was in range for the transition period. Mr. Rees answered questions from the Board. Following discussions and given due consideration:

Motion carried

UPON MOTION, duly made by Ms. Parris and seconded by Ms. MacNeil and unanimously carried, IT WAS RESOLVED THAT the Board of Directors approve the 2022 Transition Budget (January 1 to May 31, 2022) in the amount of $2,831,000 and that the Board of Directors authorize the Board Chair and Interim Transitional Lead and Chief Corporate Officer to sign the Memorandum of Understanding, entitled ‘To Enable Transitional Operating Funding to Support Long-Term Sustainability’ with the City of Toronto.

Mr. Rees provided overview of the discussions with City of Toronto and the key assumptions included in the development of the incremental budget noting that a final budget will be brought back for the approval of the Board in the spring 2022. Following discussions and given due consideration:

Motion carried

UPON MOTION, duly made by Ms. Parris and seconded by Ms. MacNeil and unanimously carried, IT WAS RESOLVED THAT the Board of Directors submit a 2022 Incremental Budget – Operations (June 1 to December 31, 2022) in the amount of $7,595,000 to the City of Toronto, direct management to work with the City of Toronto to ensure that sufficient funds are available to operate TSHC and bring back to the Board of Directors
a final 2022 Incremental Budget- Operations.

ITEM 22: TENANT INPUT PLAN FOR TRANSITION

DEPUTATION: The following verbal deputation was received with respect to report (BD: 2021-44).
1. Maureen Clohessy
The Chair welcomed Ms. Clohessy to the meeting. Ms. Clohessy referred to the scope of plan and items out of scope as outlined in the informational report (BD:2021-44) on the tenant input plan for transition. She raised concerns on the wording of scope noting that all the issues pertained to tenant-facing programs. She proposed the scope be widened to include all transition decisions. She raised concerns on the use of space agreements, the process for hiring new Seniors Housing Unit staff at TCHC, and the lack of tenant input. She raised concerns regarding the use of the new TCHC Tenant Engagement System for tenant input on transition.
Ms. MacNeil noted that an amendment to the transitional principles was approved at the last meeting to include tenant input on all areas of the joint transition workplan with exception of confidential Board matters.
Ms. Clohessy answered the questions from the Board on expectations surrounding tenant input during the transition. Councillor Fletcher noted that the issues may also be heard by the Tenant’s First Team
At Chair’s invitation, Mr. Sherar provided an overview of the rationale for keeping implementation of the TCHC Tenant Engagement System out of scope for the TSHC tenant input plan.
At the invitation of the Chair, Ms. Howells provided a review of informational report (BD:2021-44) noting that the tenant input plan received unanimous support of the focus group held with tenants on November 29, 2021. She provided an overview of the focus group held to receive input on the CEO profile and the planned focus groups on various issues scheduled for January 2022. She noted that the corporation is looking for every opportunity to involve tenants through mechanisms available.

The Board members provided comments on the report and detailed discussion ensued on tenant input. Ms. MacNeil proposed to replace the term “elected tenant leaders” with “building representatives”. Ms. Howells thanked members for the feedback on the report.

Mr. Sherar further answered questions from Board on receiving tenant input on transition plan including the CEO search and noted that he will indicate the issues raised through deputations with the City and TCHC. Councilor Fletcher reiterated that the CEO Search Committee had asked that STAC provide input on CEO Search.
The Chair confirmed that a meeting was held with STAC and that no staff were in attendance. Following discussions and given due consideration:

Motion carried

UPON MOTION, duly made by Councilor Fletcher, and seconded by Ms. MacNeil and unanimously carried, IT WAS RESOLVED THAT the Board hereby approves that a request be made to the Deputy City Manager of the City of Toronto to ensure that the Senior Tenants Advisory Committee (STAC) has input into the creation of the agendas related to the tenant input plan.

ITEM 23: 2022 BOARD MEETING DATES (REVISED)

The Chair provided a review of report (BD:2021-45) which provided recommendation that the Board of Directors approve the revised proposed 2022 Board Meeting schedule to align with the City of Toronto’s 2022 Schedule (now confirmed) and to avoid any conflicting meeting dates.

Motion carried

UPON MOTION, duly made by Councilor Ainslie and seconded by Ms. Jackson and unanimously carried, IT WAS RESOLVED THAT Board of Directors approve the revised 2022 Board Meeting Dates.

ITEM 18: PROJECT STATUS REPORT AND RISKS

Motion carried

UPON MOTION, duly made by Councilor Ainslie and seconded by Ms. MacNeil and unanimously carried, IT WAS RESOLVED THAT the meeting time be extended to finish the agenda item relating to the Project Status Report and Risks.

At the invitation of the Chair, Ms. Tate provided a review of the informational report (BD:2021-40) providing information on work completed in the previous month as well as planned work for the upcoming month. She noted that the status report also flagged any major project risks. She further answered questions from the Board.

ITEM 24: TERMINATION

Motion carried

UPON MOTION, duly made by Councilor Ainslie and seconded by
Ms. MacNeil, IT WAS RESOLVED THAT the public meeting terminate at 11:40 a.m. (EDT).

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Maureen A. Quigley, Chair

Board of Directors

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Monique Hutchins, Secretary