October 27, 2021
Board of Directors
Toronto Senior Housing Corporation
Directors in Attendance:
- Maureen Quigley (Chair)
- Lawrence D’Souza
- Councillor Paula Fletcher
- Linda Jackson
- Warren Law
- Carrie MacNeil
- Jim Meeks
- Brenda Parris
- Chris Murray, ex-officio
- Councillor Paul Ainslie
City staff present:
- Emma Helfand-Green, Management Consultant, Seniors Services – Seniors Services and Long-Term Care
- Paul Johnson, Deputy City Manager – City of Toronto
- Kevin Lee, Senior Corporate Management & Policy Consultant – City Manager’s Office
- Michael Smith, Solicitor, Municipal Law – City of Toronto Legal Services Division
- Reema Patel, Solicitor, Municipal Law – City of Toronto Legal Services Division
- Jenn St. Louis, Manager – Tenants First Project at City of Toronto
TSHC representatives present:
- Michael Sherar, Interim Transitional Lead and Chief Corporate Officer
- Rajni Vaidyaraj, Interim Executive Assistant
- Arlene Howells, Interim Communications and Stakeholder Relations Lead
- Mary Tate, Interim Project Management Lead
- Helena Ferreira, Interim Human Resources Lead
- Norman Rees, Interim Financial Lead
Board Secretary present:
- Monique Hutchins, Managing Director – DSA Corporate Services Inc.
- Anjali Chauhan, Account Executive – DSA Corporate Services Inc.
CONSTITUTION AND NOTICE OF MEETING
Majority of the Directors, constituting quorum, 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 fourth Board meeting and stated that the meeting was being live streamed for the first time. The Chair noted the Acknowledgement of the Land. She indicated that since the last meeting, all the directors were actively involved in the workgroups established for the General Counsel and Corporate Secretary recruitment, Chief Executive Officer (“CEO”) search and governance. She informed the Board that the TCHC Board had approved the joint transition plan leading to the transfer of operations of the senior housing portfolio from the Toronto Community Housing Corporation (“TCHC”) to the TSHC on June 1, 2022. She provided a brief overview of the transition plan noting that early plans and activities would be discussed at the Meeting. She stated that two deputation requests were received in relation to Agenda Item 15 and the deputants will join via phone.
ITEM 2: APPROVAL OF PUBLIC MEETING AGENDA
UPON MOTION, duly made by Mr. Law, and seconded by Ms. Jackson, IT WAS RESOLVED THAT the public meeting agenda, as presented, is hereby approved.
ITEM 3: APPROVAL OF PAST MINUTES
UPON MOTION, duly made by Mr. Meeks, and seconded by Ms. Jackson, IT WAS RESOLVED THAT the public meeting minutes of September 28, 2021, as table, are hereby approved.
ITEM 4: CHAIR’S POLL RE: CONFLICT OF INTEREST
No conflicts were declared.
ITEMS 5-9: CLOSED SESSION
UPON MOTION, duly made by Mr. Law and seconded by Ms. Parris and unanimously carried, IT WAS RESOLVED THAT the Board move into a closed session.
ITEM 10: MOTION TO APPROVE IN-CAMERA DECISION
UPON MOTION, duly made by Mr. Law and seconded by Ms. Parris and unanimously carried, IT WAS RESOLVED THAT the Board of Directors receive the report and approve the TSHC pausing on the recruitment of a General Counsel and Corporate Secretary until after the CEO recruitment is complete.
ITEM 11: TRANSITIONAL LEAD’S REPORT
At the invitation of the Chair, Mr. Sherar provided a verbal update on the progress of the transition plan as approved in September 2021 and thanked the Board for their feedback on the key areas of the progress. He indicated that there would be parallel approvals at both TSHC and TCHC Boards at each stage of the plan, and that the transition team was in place and will be presenting updates on the different components of the transition plan at the meeting today.
ITEM 12: MOTION TO APPROVE TSHC BOARD STANDING COMMITTEE STRUCTURE
- Corporate Governance and Human Resources Committee
- Audit, Finance and Risk Management Committee
- Quality and Tenant Engagement Committee
ITEM 13: CEO SEARCH UPDATE
UPON MOTION, duly made by Mr. Law and seconded by Councillor Fletcher and unanimously carried, IT WAS RESOLVED THAT the Board move into a closed session.
ITEM 14: TSHC/TCHC 2022 FINANCIAL PLANNING
At the invitation of the Chair, Mr. Sherar introduced Mr. Rees, Interim Financial Lead and welcomed him to provide an update on TSHC/TCHC Financial Planning. Mr. Rees provided a review of his report, which was previously circulated to the Board, outlining an update on TSHC current financial position and projected results through to December 2021, planning for the 2022 Transition budget to June 1, 2022, and planning with respect to TSHC’s operating budget post June 1, 2022 with recommendation to the Board to receive the report for informational purposes. The Board had a high-level discussion on the revenue sources for TSHC. Mr. Rees then answered the questions from the Board.
ITEM 15: TRANSITION COMMUNICATIONS PLAN
UPON MOTION, duly made by Councillor Fletcher and seconded by Ms. Parris and unanimously carried, IT WAS RESOLVED THAT the communication and engagement issues raised by the deputants be referred to Tenant’s First.
ITEM 16: DRAFT EXECUTIVE LEADERSHIP TEAM
Following discussion on potential impact of shared services and the unique mandate of TSHC on the Executive Leadership Team organization structure, Councillor Fletcher requested that Mr. Sherar review the proposed structure with the City Manager to ensure alignment with the practices at the City of Toronto.
ITEM 17: TSHC/TCHC SHARED SERVICES REVIEW
At the invitation of the Chair, Ms. Tate provided an informational update of the shared service project.
ITEM 18: TRANSITION PROJECT PLAN
At the invitation of the Chair, Ms. Tate provided an update on the development of the Transition Project Plan. She reviewed how each item would be treated in terms of completed, in progress and incomplete items. She reviewed the initial project status report as of October 15, 2021.
ITEM 19: 2022 BOARD MEETING DATES
UPON MOTION, duly made by Ms. MacNeil and seconded by Mr. Law and unanimously carried, IT WAS RESOLVED THAT the Board of Directors approve 2022 Board Meeting dates:
ITEM 20: TERMINATION
UPON MOTION, duly made by Ms. Jackson and seconded by Mr. Law, IT WAS RESOLVED THAT the public meeting terminate at 11:10 a.m. (EDT).
Maureen A. Quigley, Chair
Board of Directors