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Public Minutes

November 23, 2021

Board of Directors

Toronto Senior Housing Corporation

The Board of Directors (“Board”) of the Toronto Senior Housing Corporation (“TSHC”) held its fourth public meeting on November 23, 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

City staff present:

  • Paul Johnson, Deputy City Manager – City of Toronto (Ex-Officio Member, TSHC)
  • Jenn St. Louis, Manager – Tenants First Project at City of Toronto

TCHC staff present:

  • Jag Sharma, President and Chief Executive Officer – Toronto City Housing Corporation (TCHC)

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

Guest Invitees present:

  • Jen Hayes, Partner – MNP LLP

Board Secretary present:

  • Monique Hutchins, Managing Director – DSA Corporate Services Inc.
  • Anjali Chauhan, Account Executive – DSA Corporate Services Inc.

CONSTITUTION AND NOTICE OF MEETING

Ms. Quigley served as Chair of the Meeting and Ms. Hutchins 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 fifth Board meeting and stated that the meeting was being live streamed on YouTube. The Chair noted the Acknowledgement of the Land. The Chair thanked Mr. Chris Murray for his services and noted that Mr. Paul Johnson would replace him as the ex-officio member to the Board and would address any matters related to the City of Toronto programs or services. The Chair provided a brief outline of the agenda and flow of meeting noting the significant decisions proposed on certain items. She stated that two deputation requests were received in relation to agenda Item 19 and the deputants will join via phone.

ITEM 2: APPROVAL OF PUBLIC MEETING AGENDA

The Chair asked that Item 9 be removed from the agenda as it is a duplicate of Item 2 and asked if there were any changes to the public meeting agenda. Hearing none:

Motion carried

UPON MOTION, duly made by Mr. Law, and seconded by Mr. D’Souza, 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 agenda item.

No conflicts were declared.

ITEMS 5-8: CLOSED SESSION

Motion carried

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

ITEM 9: APPROVAL OF PUBLIC MEETING AGENDA

Removed

ITEM 10: APPROVAL OF PUBLIC MEETING MINUTES OF OCTOBER 27, 2021

The Chair tabled the minutes of the last public meeting held on October 27, 2021 and asked that they be taken as read.
Councillor Fletcher proposed that the page numbers be included in the Board Agenda next to each item number. She addressed further items arising from the minutes. Mr. Sherar addressed questions regarding the composition of the focus group of tenants use as referenced in the minutes, namely being the Senior Tenants Advisory Committee as well as elected tenant representatives, and results of the issues raised by the deputants including an overview of the joint communications group. Mr. Johnson further provided comments noting active involvement surrounding tenant engagement and communication at staff and senior level executives in the City of Toronto.
Ms. MacNeil proposed an amendment to Item 15 of the minutes to indicate the request made by Mr. Meeks to Mr. Lohman to submit the list of tenant issues.
Mr. Law proposed that an actions item list be created and that it be included as a separate item on future agendas.

Motion carried

UPON MOTION, duly made by Mr. Law, and seconded by Councillor Ainslie, IT WAS RESOLVED THAT the public meeting minutes of October 27, 2021, as amended, are hereby approved.

ITEM 11: APPROVAL OF CLOSED SESSION MINUTES OF OCTOBER 27, 2021

The Chair tabled the minutes of the last closed session meeting held on October 27, 2021 and asked that they be taken as read.

Motion carried

UPON MOTION, duly made by Mr. Law and seconded by Mr. Meeks, IT WAS RESOLVED THAT the closed session meeting minutes of October 27, 2021, as tabled, are hereby approved.

ITEM 12: CHAIR’S POLL RE: CONFLICT OF INTEREST

The Chair noted as no interest were declared under item 3, the meeting can move to the next Agenda item.

ITEM 13: TRANSITIONAL LEAD’S REPORT

At the invitation of the Chair, Mr. Sherar provided a verbal update on the action items arising out of the previous meeting’s deputations noting that the pending issues were referred to the Tenant’s First Group where they were being actively considered. He further noted that the list of pending issues received from deputant, Mr. Bill Lohman was provided to Mr. Meeks and will be circulated to the Board after the meeting.
Mr. Sherar provided an overview of the status of launch and development of TSHC and regular meetings being held with various stakeholders. He indicated the TSHC will bring on additional resources for the transition team for timely and effective completion of work, noting that the same was within the budget and being managed by Mr. Rees. He further outlined the issues that would require legal advice pending the appointment of external counsel to TSHC, those items being the terms of work and engagement with TCHC on negotiation of a lease agreement and employee transfer. He noted commitment to tenant engagement on keys aspects of work affecting the tenants including engagement on service delivery model and CEO Search. He further provided an update on staff engagement at upcoming staff town halls.
A discussion ensued on possible risks, mitigation of those risks that may hinder the transition of services to the TSHC. The Chair proposed that the Audit, Finance and Risk Committee of the Board receive reports on transition risks. At Councillor Fletcher’s request, Mr. Sherar undertook to include risks and their mitigation in Board reports.
Ms. Parris led a discussion on employee transfer and Mr. Sherar and Ms. Ferreira provided a high-level overview on the approach adopted concerning the employee transfer and noted that a framework will be brought before the Board at the next Board meeting.
Mr. Sherar noted the comments from the members of the Board on risk and employee transfer.
Councillor Fletcher further led a discussion on input from Senior Tenants Advisory Committee (STAC) on the discussions surrounding tenant engagement. Following detailed discussion and given due consideration:

Motion carried

UPON MOTION, duly made by Councillor Fletcher and seconded by Ms. MacNeil and unanimously carried, IT WAS RESOLVED THAT the members of the STAC be involved at the outset, to provide input on the discussions surrounding tenant engagement before presentation of the report to the Board.

ITEM 14: APPROVAL OF THE JOINT TRANSITION WORKGROUP – TERMS OF REFERENCE AND PRINCIPLES

The Chair welcomed Mr. Jag Sharma of TCHC. The Chair provided a review of report (BD:2021-29) which outlined the recommendation regarding the Terms of Reference for a Joint Board Transition Workgroup prepared by the Chair and Mr. Sherar from TSHC and Mr. Tim Murphy (Chair) and Mr. Sharma from TCHC.
At Councilor Fetcher’s request, the Chair proposed an amendment to the membership to include a tenant representative from each corporation.

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 approve the establishment of a Joint Board Transition Workgroup with the proposed amendment to the membership, and the Terms of Reference in the form presented to the Board in Report (BD:2021-29).
Ms. MacNeil proposed an amendment to the transitional principles outlined in the report and following discussion, the Chair proposed an addition to principles to include tenant’s input on areas of the joint transition workplan with exception of the confidential Board matters.

Motion carried

UPON MOTION, duly made by Ms. MacNeil and seconded by Mr. Meeks and unanimously carried, IT WAS RESOLVED THAT the Board of Directors approve the proposed amendment to the Principles as presented to the Board in Report (BD:2021-29).
Discussions ensued on tenant engagement quality and tenant engagement committee and the Chair noted that a report is proposed to be presented on the matter at the next Board meeting.

ITEM 15: APPROVAL OF THE TSHC BOARD STANDING COMMITTEES MEMBERSHIP AND TERMS OF REFERENCE

At the invitation of the Chair, Mr. D’Souza, provided a review of report (BD:2021- 30) which outlined the recommendation regarding the Board Standing Committees Memberships as per the expression of interests received from Board members and the terms of reference noting that upon set-up, the Committees may further modify the terms of reference. Ms. Jackson inquired about the frequency of meetings and Councillor Fletcher commented that the terms of reference should align with the City corporations.
Councillor Ainslie inquired about the Corporate Governance and Human Resources Committee responsibility to develop policies on Conflict of Interest and Director’s declaration of conflict of interest. Mr. Sherar and Mr. Law noted that such policies will be presented to the Board. The Chair asked that Mr. Law follow up with Mr. Johnson regarding the City’s advice on good corporate governance. Following discussions and given due considerations:

Motion carried

UPON MOTION, duly made by Mr. D’Souza and seconded by Councillor Ainslie and unanimously carried, IT WAS RESOLVED THAT the Board of Directors approve the membership and the Terms of Reference for the Board of Directors Standing Committees in the form presented to the Board in Report (BD:2021-30).

ITEM 16: TSHC FUNCTIONAL SERVICES DELIVERY MODEL REVIEW & DESIGN

At the invitation of the Chair, Ms. Tate provided a review of informational report (BD:2021-21) and introduced Ms. Hayes from MNP LLP, Professional Chartered Accountants (MNP) and invited her to present TSHC Service Delivery Model Review and Design for information and further discussion. Ms. Hayes provided an overview of the project context outlining the benefits of the shared service model to enable TSHC focus on its core business. She provided a comparative overview of the roles of TCHC and TSHC through the transition and the short and long-term shared service delivery model. She indicated the analysis principles based on categorization into direct client facing functions, supports to service delivery and back-office functions. She then provided an overview of the phased project approach, key milestones and timelines up until June 2022. She outlined the next steps in the process noting that MNP will provide to TSHC a preliminary service delivery model for phase 1 service. Discussion ensued on accountability of TSHC in terms of shared services in long-term and the Board members provided comments on the preliminary presentation.

ITEM 17: INTRODUCTION TO OPERATING AGREEMENT

At the invitation of the Chair, Ms. Tate provided a review of informational report (BD:2021-32) which outlined the guiding principles for the execution of the Operating Agreement, as identified in the Shareholder Direction, structure of Operating Agreement, timeline and next steps towards negotiation, approval and execution of the Operating Agreement. Ms. Tate then answered questions from the Board.

ITEM 18: TSHC FINANCIAL PLANNING

At the invitation of the Chair, Mr. Rees provided a review of informational report (BD:2021-33) which provided an update on the TSHC’s current financial position, planning for the 2022 Transition Budget (to June 1, 2022), and planning with respect to TSHC’s operating budget (post June 1, 2022). He outlined the key highlights on Statement of Operations, Statement of Financial Position, the proposed 2022 Transition Budget and Incremental Budget. He noted that a 2022 Transition Budget and, 2022 Incremental Budget will be presented to the Board for approval at the December 2021 meeting. He explained the key assumptions included in the development of the incremental budget. He further answered questions from the Board.

ITEM 19: INTEGRATED SERVICE MODEL IMPLEMENTATION

DEPUTATION: The following verbal deputation was received with respect to report (BD: 2021-34).
1. Bill Lohman
The Chair welcomed Mr. Lohman to the meeting. Mr. Lohman mentioned concerns regarding the accountability framework under the integrated service model. He noted that the model needed further inputs to create a cohesive, functional and effective model and was missing a tenant engagement component. He mentioned concerns regarding tenant communication, appointment of tenant representative and a business plan. The Chair thanked Mr. Lohman for submissions since last meeting and noted that his written deputation will be circulated to the Board after the meeting. Mr. Lohman answered questions form the Board on inclusion of seniors in the tenant engagement.
2. Janet McLeod
The Chair welcomed Ms. McLeod to the meeting. Ms. McLeod introduced herself as Former-Chair and Contracted Consultant at Greenwood Towers Tenants Association. She raised concerns regarding ongoing safety and security concerns at the building and noted more serious security issues had transpired since the submission of her written deputation. She explained the issues occurring at the building noting that no one was available at the CSU building security number. She provided comments surrounding tenant engagement and need to involve input from STAC. She further answered questions from the Board explaining the security concerns.

At the invitation of the Chair, Mr. Sherar provided a review of informational report (BD: 2021-34). He also indicated that he would follow up on the deputants concerns and report back to the Board. He noted key highlights, on the implementation of the Integrated Service Model outlined in the report. He discussed key innovations which included a new staffing model, senior-specifics procedures, seniors health and wellness hubs and designated care coordinators. He concluded with an overview of the timeline and upcoming activities for the implementation noting ensuring tenant engagement. A discussion ensued on mutual recreational space. The Chair indicated that further questions regarding the Integrated Service Model can be directed to Mr. Sherar.

ITEM 20: TERMINATION

Motion carried

UPON MOTION, duly made by Ms. MacNeil and seconded by Ms. Jackson, IT WAS RESOLVED THAT the public meeting terminate at 11:28 a.m. (EDT).

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Maureen A. Quigley, Chair

Board of Directors

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Monique Hutchins, Secretary