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Public Minutes

October 27, 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 October 27, 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

Regrets:

  • 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

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

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

The Chair asked if there were any additions to the public meeting agenda. Hearing none:

Motion carried

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

The Chair tabled the minutes of the last public meeting held on September 28, 2021 and asked that they be taken as read.

Motion carried

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

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 5-9: CLOSED SESSION

Motion carried

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

Motion carried

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

At the invitation of the Chair, Mr. D’Souza – Vice Chair, provided a review of report which outlined the recommendation of the Governance workgroup on the Standing Committee Structure of the Board. He stated that the Governance Workgroup recommended to establish three Standing Committees of the Board, namely, Corporate Governance and Human Resources Committee, Audit, Finance and Risk Management Committee, Quality and Tenant Engagement Committee (together therein the “Committees”) and reviewed the high-level responsibilities and membership, along with the Board Standing Committee Principles as mentioned in the report previously circulated to the Board. He further answered questions from the Board.
The Chair noted that following the approval of TSHC Board Standing Committee structure, the mandate, related components, terms of reference and constitution of Committees will be brought for approval in November 2021.
Councillor Fletcher proposed that the Tenant’s First Team be consulted on this item which was noted.

Motion carried

UPON MOTION, duly made by Mr. D’Souza and seconded by Councillor Fletcher and unanimously carried, IT WAS RESOLVED THAT the TSHC establish the following Standing Committees of the Board with the proposed high-level responsibilities and membership, along with the Board Standing Committee Principles:
  • Corporate Governance and Human Resources Committee
  • Audit, Finance and Risk Management Committee
  • Quality and Tenant Engagement Committee

ITEM 13: CEO SEARCH UPDATE

The Chair provided a verbal update on the progress of the CEO search process. She noted that the Search Committee sent a comprehensive request for proposals to three recruitment firms on an invitational basis, each with deep and relevant experience. She provided an overview of the next steps and proposed timeline for the Search Committee.
Discussion ensued on the basis of selection of the firms that were sent an invitation to apply. There being further questions on the item, Councillor Fletcher proposed to move the meeting to a closed session.

Motion carried

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

DEPUTATION: The following verbal deputation was received with respect to the report.
1. Bill Lohman
The Chair welcomed Mr. Lohman to the meeting and indicated he had five minutes to address the Board at which time the Directors may ask questions afterwards. Mr. Lohman thanked the Board for recognizing the need for seniors to be acknowledged and be heard. He raised concerns on lack of tenants’ input or tenants’ voice in the Integrated Service Model and requested that TSHC should have clear, concise and consistent communication with the tenants. He noted that there have been a list of pending issues and concerns by seniors that were not adequately addressed through existing engagement mechanisms. Mr. Meeks requested Mr. Lohman to forward the list of the pending issues to the Board and the Chair thanked Mr. Lohman for his participation.
2. Maureen Clohessy
The Chair welcomed Ms. Clohessy to the meeting and indicated she had five minutes to address the Board at which time the Directors may ask questions afterwards. Ms. Clohessy provided her views on the transition communication plan and noted the matters where the tenants would like to be heard. She noted that the tenants would like to be involved in the work being done by the workgroups and committees of TSHC.
At the invitation of the Chair, Ms. Howells provided a review of the proposed communication plan. She informed the Board that she had opportunity to work with and receive feedback from a focus group of tenants including the deputants who addressed the Board at this meeting. She noted that the long-standing issues with tenants pre-dated the creation of TSHC and the operational issues were currently under the purview of TCHC. She discussed the engagement with TCHC in the ISM structure, operational issues that TCHC are managing and accessibility in terms of communications to seniors. She indicated the communications materials were planned to be disseminated next week to senior tenants, TCHC staff and the general public.
The Chair requested Ms. Howells to include the feedback from communication with tenants in reports to the Board. A discussion ensued regarding the communication plan and communications and engagement issues raised by the deputants. Ms. Howells, Ms. Helfand-Green and Ms. St. Louis answered questions from the Board. At the invitation of the Chair, Mr. Sherar commented on the role of Tenant’s First team and the issue of tenant engagement. Councillor Fletcher proposed that the communication team work with Tenant’s First on the issues raised by the deputants.

Motion carried

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

At the invitation of the Chair, Ms. Ferreira provided a review of the report which outlined Draft Executive Leadership Team Organization Structure recommending six positions to be considered, on the understanding that the structure once approved by the Board would then need to be re-confirmed in consultation with the new CEO (once appointed). She indicated that once all feedback has been incorporated, she will bring the amended Executive Team Organization Structure for formal approval to the Board. She answered questions from the Board.

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

The Chair provided a review of the suggested Board meeting dates for 2022 understanding that these dates may need to be changed once the City schedule of meetings for 2022 is published, so as to avoid conflicts.

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 approve 2022 Board Meeting dates:

ITEM 20: TERMINATION

Motion carried

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).

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Maureen A. Quigley, Chair

Board of Directors

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Monique Hutchins, Secretary