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Public Minutes

September 28, 2021

Board of Directors

Toronto Senior Housing Corporation

The Board of Directors (“Board”) of the Toronto Senior Housing Corporation (“TSHC”) held its third public meeting on September 27, 2021 at 8:30 a.m. (EDT) via video conference. The meeting was recorded and subsequently posted to the City’s website for TSHC.

Directors in Attendance:

  • Maureen Quigley (Chair)
  • Councillor Paul Ainslie
  • Lawrence D’Souza
  • Councillor Paula Fletcher
  • Linda Jackson
  • Warren Law
  • Carrie MacNeil
  • Jim Meeks
  • Brenda Parris
  • Chris Murray, ex-officio

City staff present:

  • Paul Johnson, Deputy City Manager – Community and Social Services – City of Toronto
  • Emily Gaus, Project Manager, Tenants First – Social Development, Finance and Administration
  • Emma Helfand-Green, Management Consultant, Seniors Services – Seniors Services and Long-Term Care
  • Michael Smith, Solicitor, Municipal Law – City of Toronto Legal Services Division

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

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 third Board meeting and noted the Acknowledgement of the Land. She recognized that the first Truth and Reconciliation Day will take place on September 30, 2021. She indicated that the Interim Transitional Lead had recruited the majority of his interim team. She stated that this was the first meeting holding public deputations and that one deputante will speak on item 13. Finally, she indicated that the public meeting was being recorded in order to post on the City’s website for TSHC for public viewing.

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 August 11, 2021 and asked that they be taken as read.

Motion carried

UPON MOTION, duly made by Ms. MacNeil, and seconded by Counsellor Ainslie, IT WAS RESOLVED THAT the public meeting minutes of August 11, 2021, as table, are hereby approved.

ITEM 4: APPROVAL OF PAST MINUTES – CLOSED SESSION

The Chair indicated that as per the By-Laws of the Corporation, closed session minutes are to be approved during the public session. Any further discussion regarding closed session minutes would need to be made in a closed session.
The Chair tabled the minutes of the closed meeting held on June 30, 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 closed meeting minutes of June 30, 2021, as table, are hereby approved.

ITEM 5 : APPROVAL OF PAST MINUTES – CLOSED SESSION

The Chair tabled the minutes of the closed meeting held on August 11, 2021 and asked that they be taken as read.

Motion carried

UPON MOTION, duly made by Ms. Jackson, and seconded by Counsellor Ainslie, IT WAS RESOLVED THAT the closed meeting minutes of August 11, 2021, as table, are hereby approved.

ITEM 6: INTERIM TRANSITIONAL LEAD AND CHIEF CORPORATE OFFICER’S REPORT

At the invitation of the Chair, Mr. Sherar provided a verbal report. He introduced the interim team members in attendance and provided the names of the entire interim team, namely:
  • Rajni Vaidyaraj, Interim Executive Assistant
  • Norman Rees, Interim Financial Lead
  • Arlene Howells, Interim Communications and Stakeholder Relations Lead
  • Mary Tate, Interim Project Management Lead
  • Helena Ferreira, Interim Human Resources Lead
Mr. Sherar noted that Ms. Howells will be assisting with communications and stakeholder relations, including tenant engagement, Mr. Rees will be managing the budget during the transition period and working with Toronto Community Housing and City staff to develop the TSHC operating budget post transition, Ms. Tate will be leading the transition project management and Ms. Ferreira will liaise with the unions and Toronto Community Housing to plan the transition of employees. He indicated that the first permanent staff member will be the hiring of the general counsel and corporate secretary, which the working group will present a shortlist of candidates to the Board at the next meeting.

Mr. Sherar discussed a first few items the new transition team would address, namely reviewing the detailed expenses from the Toronto Community Housing Corporation (TCHC) regarding senior housing in order to create a budget and the plans for TSHC corporate office’s location both of which will be presented at upcoming Board meetings.

ITEM 7: 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.

ITEM 8: MOTION TO APPROVE POLICY FOR TSHC BOARD MEETING CLOSED SESSIONS

The Chair provided a review of report (BD:2021-14) which outlined information on the TSHC closed session policy. She reiterated that closed session minutes are to be approved during the public session. Any further discussion regarding closed session minutes would need to be made in a closed session. The Chair tabled an amendment to the policy to add “as with all closed sessions items” last line of the policy as it was inadvertently left out.
In discussion, Councillor Fletcher asked about the City of Toronto Act as it governs the Board unless it meets certain criteria in relation to posting of all Board sessions including public orientations on the corporate website.

Motion carried

UPON MOTION, duly made by Mr. Law and seconded by Ms. Jackson, IT WAS RESOLVED THAT that the Directors receive the report and approve the TSHC Board of Directors meetings closed
session policy.

ITEM 9: MOTION TO APPROVE A GOVERNANCE WORKGROUP

The Chair provided a review of report (BD:2021-15) which outlined information on the establishment of a Governance Workgroup that will recommend to the Board a Board Committee Structure.

Motion carried

UPON MOTION, duly made by Ms. MacNeil and seconded Counsellor Fletcher and unanimously carried, IT WAS RESOLVED THAT the Directors receive the report and approve the establishment of TSHC Board of Directors Workgroup according to the Governance Workgroup Terms of Reference.

ITEM 10: MOTION TO APPROVE THE TSHC CHIEF EXECUTIVE OFFICER SEARCH PROCESS

The Chair provided a review of report (BD:2021-16) which outlined information on the establishment of a Chief Executive Officer (CEO) Search Workgroup to undertake the process for recruitment of a permanent CEO for TSHC and bring to the Board candidate(s) for consideration and approval for appointment.

In discussion, it was suggested that Mr. Murray, ex-officio be added to the workgroup.

Motion carried

UPON MOTION, duly made by Ms. Jackson and seconded by Mr. Law and unanimously carried, IT WAS RESOLVED THAT Mr. Murray be added to the workgroup.
Motion carried as amended

UPON MOTION, duly made by Ms. Parris and seconded by Counsellor Fletcher and unanimously carried, IT WAS RESOLVED THAT the Directors receive the report and approve the establishment of TSHC Board of Directors CEO Search Workgroup according to the CEO Search Workgroup Terms of Reference as
amended.

ITEM 11: MOTION TO APPROVE TSHC INTERIM INSURANCE COVERAGE

At the invitation of the Chair, Mr. Sherar, provided a review of report (BD:2021-17) which outlined information on the Errors and Omissions (E&O) insurance plan. He asked Ms. Ferreira to join the meeting to answer questions from the Board.

Motion carried

UPON MOTION, duly made by Councillor Ainslie and seconded by Counsellor Fletcher, IT WAS RESOLVED THAT the Board of Directors receive the report and approve continuing coverage of TSHC through the City of Toronto Errors and Omissions insurance plan through the transition period until a comprehensive insurance plan for TSHC as an operating company is developed and brought back to the Board for approval.

ITEM 12: MOTION TO APPROVE THE APPOINTMENT OF AUDITORS FOR FISCAL 2021

At the invitation of the Chair, Mr. Sherar provided a review of report (BD:2021-18) which outlined information on the selection of auditor for the 2021 financial year.

Motion carried

UPON MOTION, duly made by Mr. Law and seconded by Ms. MacNeil and unanimously carried, IT WAS RESOLVED THAT the Board receive the report and:
  1. Appoint KPMG as the external auditor of Toronto Seniors Housing Corporation for the year ended December 31, 2021, with remuneration set at $7,500.00 plus HST.
  2. The Board Chair is authorized to sign the audit engagement letter.

ITEM 13: TSHC/TCHC JOINT TRANSITION WORK PLAN

DEPUTATION: The following verbal deputation was received with respect to the report.
1. Maureen Clohessy
The Chair welcomed the first ever deputant to the meeting and indicated she had five minutes to address the Board at which time the Directors may ask questions afterwards. The deputant spoke to the need for effective and frequent engagement and communication with tenants regarding the transition work. The deputant raised concerns with the effectiveness of current mechanisms for tenant engagement and feedback. Several Board members had questions of clarification for the deputant and asked her to expand on specific areas of the advice she was providing to TSHC.
Following discussion on the issues raised by the deputant, the Board asked that the Transitional Lead work to ensure tenants are engaged effectively through the transition process.

At the invitation of the Chair, Mr. Sherar provided a review of report (BD 2021-19) advised the Board on the development of the Joint Transition Work Plan noting key items that will be reviewed and approved by the Board during the transition process. The Board asked several questions of clarification particularly on the issues of tenant engagement and the shared services review.

The Chair informed the Board that she and the Transitional Lead had met with the Toronto Community Housing Board Chair and CEO to discuss the importance of collaboration between TCHC and TSHC during the transition process and the potential of a joint Board level group to meet at key points to facilitate successful transition on June 1, 2022.

Motion carried

UPON MOTION, duly made by Ms. MacNeil and seconded by Mr. Meeks and unanimously carried, IT WAS RESOLVED THAT the Board receive the report and approve the Toronto Seniors Housing Corporation/Toronto Community Housing Corporation Joint Transition Workplan.

ITEM 14: TERMINATION

Motion carried

UPON MOTION, duly made by Mr. Law and seconded by Ms. Jackson, IT WAS RESOLVED THAT the public meeting terminate at 10:42 a.m. (EDT).

_____________________

Maureen A. Quigley, Chair

Board of Directors

______________________
Monique Hutchins, Secretary