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Committee members must declare any conflict of interest which relates to an item of discussion Public Agenda June 10, 2016 Governance, Communications, Human Resources and Compensation Committee Ground Floor Boardroom 931 Yonge Street Toronto, ON M4W 2H2 June 10, 2016 10:00 a.m. – 11:00 a.m. PUBLIC MEETING AGENDA Item Description Action Pre-read Presenter 1. Approval of Public Meeting Agenda and Review of Agenda Order Approval Public Meeting Agenda Chair, GCHRCC 2. Chair’s Poll re: Conflict of Interest Declaration Public Meeting Agenda Conflict of Interest Policy Chair, GCHRCC 3. Confirmation of the GCHRCC Public Meeting Minutes of April 18, 2016 Approval Minutes Chair, GCHRCC 4. Business Arising from the Minutes and Committee Action Items Update Information Action Item List Chair, GCHRCC Report from the GCHRCC Chair: 5. Chair’s Report and Remarks Information Verbal Report 5 minutes Chair, GCHRCC Corporate Governance: 6. Compliance Reporting, Q1-2016 Information GCHRCC:2016-18 5 minutes General Counsel and Corporate Secretary (Interim) 7. Proposed Changes to TCHC Financial Control Bylaw 3 Information GCHRCC:2016-19 5 minutes General Counsel and Corporate Secretary (Interim)

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Page 1: Governance, Communications, Human Resources and ... · meeting on April 18, 2016, in the Main Floor Conference Ro om, 931 Yonge Street, Toronto, ON M4W 2H2, commencing at 10:13 a.m

Committee members must declare any conflict of interest which relates to an item of discussion

Public Agenda June 10, 2016

Governance, Communications, Human Resources and Compensation Committee

Ground Floor Boardroom 931 Yonge Street Toronto, ON M4W 2H2

June 10, 2016 10:00 a.m. – 11:00 a.m.

PUBLIC MEETING AGENDA

Item Description Action Pre-read Presenter

1. Approval of Public Meeting Agenda and Review of Agenda Order

Approval Public Meeting Agenda

Chair, GCHRCC

2. Chair’s Poll re: Conflict of Interest

Declaration Public Meeting Agenda

Conflict of Interest Policy

Chair, GCHRCC

3. Confirmation of the GCHRCC Public Meeting Minutes of April 18, 2016

Approval Minutes Chair, GCHRCC

4. Business Arising from the Minutes and Committee Action Items Update

Information Action Item List Chair, GCHRCC

Report from the GCHRCC Chair:

5. Chair’s Report and Remarks

Information Verbal Report 5 minutes

Chair, GCHRCC

Corporate Governance:

6. Compliance Reporting, Q1-2016

Information GCHRCC:2016-18 5 minutes

General Counsel and Corporate Secretary (Interim)

7. Proposed Changes to TCHC Financial Control Bylaw 3

Information GCHRCC:2016-19 5 minutes

General Counsel and Corporate Secretary (Interim)

Page 2: Governance, Communications, Human Resources and ... · meeting on April 18, 2016, in the Main Floor Conference Ro om, 931 Yonge Street, Toronto, ON M4W 2H2, commencing at 10:13 a.m

Public Agenda Governance, Communications, Human Resources and Compensation Committee June 10, 2016

Committee members must declare any conflict of interest which relates to an item of discussion

2

Item Description Action Pre-read Presenter

8. Establishment of a Bid Award Subcommittee

Committee and Board

Approval

GCHRCC:2016-20 5 minutes

General Counsel and Corporate Secretary (Interim)

9. Establishment of a IT Subcommittee

Committee and Board Approval

GCHRCC:2016-21 5 minutes

General Counsel and Corporate Secretary (Interim)

Corporate Compliance

10. 2016 Policy Review Schedule

Information GCHRCC:2016-22 10 minutes

Director, Strategic Planning and Stakeholder Relations

11. Policy Approval - Conflict of Interest Policy

Committee and Board Approval

GCHRCC:2016-23 10 minutes

General Counsel and Corporate Secretary (Interim)

12. Policy Update - Workplace Diversity Policy

Information GCHRCC:2016-24 5 minutes

General Counsel and Corporate Secretary (Interim)

Government Relations/Corporate Communications:

13. Update: City of Toronto review of Mayor’s Task Force Report Deferred from April 18, 2016 meeting.

Information GCHRCC:2016-10

5 minutes

Director, Strategic Planning and Stakeholder Relations

TERMINATION

Page 3: Governance, Communications, Human Resources and ... · meeting on April 18, 2016, in the Main Floor Conference Ro om, 931 Yonge Street, Toronto, ON M4W 2H2, commencing at 10:13 a.m

Public Meeting Minutes April 18, 2016

Governance, Communications, Human Resources and Compensation Committee Page 1 of 5 The Governance, Communications, Human Resources and Compensation Committee (GCHRCC or Committee) of Toronto Community Housing Corporation (TCHC) held a public meeting on April 18, 2016, in the Main Floor Conference Room, 931 Yonge Street, Toronto, ON M4W 2H2, commencing at 10:13 a.m. Committee Directors in Attendance:

Pamela Taylor, Chair Councillor Joe Cressy, Vice Chair (via teleconference – left at 10:30 a.m.) Joseph Kennedy Kevin Marshman Catherine Wilkinson

Ex Officio Director in Attendance: Norman (Bud) Purves (arrived at 10:33 a.m.) Other Directors in Attendance: None. Regrets: None.

Management Present: Cathy Barker, Vice President, Human Resources Jennifer Bond, Director, Labour Relations & Legal Counsel, HR -

Human Resources & Labour Relations Sarah Dionne, Manager, Enterprise Risk Projects Jason Gorel, Chief Financial Officer and Treasurer Ismail Ibrahim, Interim General Counsel and Corporate

Secretary/ Director of Compliance and Legal Counsel Ted Millward, Legal Counsel, Corporate Heather Robson, Legal Counsel, Employment and Privacy-

Legal Services Greg Spearn, President and Chief Executive Officer (Interim)/

Chief Development Officer Helen Trajanos, Director Insurance & Risk Management, Legal

– Risk Management & Insurance Wayne Tuck, Chief Operating Officer (Interim)

A quorum being present, the Chair called the meeting to order and Ms. Charmaine Zina served as recording secretary.

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Governance, Communications, Human Resources and Compensation Committee Public Meeting Minutes April 18, 2016 Page 2 of 5 ITEM 1 APPROVAL OF PUBLIC AGENDA AND REVIEW OF AGENDA

ORDER The agenda was approved as circulated.

Motion carried ON MOTION DULY by Mr. Marshman, seconded by Mr. Kennedy and carried, the GCHRCC approved the revised agenda.

ITEM 2 DECLARATION OF CONFLICT OF INTEREST

The Chair requested members of the GCHRCC to indicate any agenda item in which they had a conflict of interest, together with the nature of the interest. None were declared.

ITEM 3 CONFIRMATION OF PUBLIC MEETING MINUTES OF MARCH 23, 2016 The GCRHCC had before it the draft GCHRCC minutes for March 23, 2016.

Motion carried

ON MOTION DULY MADE by Mr. Marshman, seconded by Ms. Wilkinson and carried, the GCHRCC confirmed the above-captioned minutes without amendments.

ITEM 4 BUSINESS ARISING FROM THE MINUTES AND COMMITTEE ACTION

ITEMS UPDATE

The Chair noted that the Communications Plan had been dropped from the Action Item list. Mr. Ibrahim indicated that the Communications Plan will be put back on the action item list. Mr. Ibrahim answered questions from the GCHRCC members regarding Action Item - GCHRCC September 29 2014 – Item 10: Tenant Directors – Process for Appointment, including regarding tenant consultation and the past decision history regarding the review of the process. Mr. Ibrahim indicated that there is a report that will be brought to the May meeting of the Resident Services Committee regarding the review of the process to appoint tenant directors, which will include recommendations regarding tenant consultations.

Motion carried

ON MOTION DULY MADE by Mr. Marshman, seconded by Ms. Wilkinson and carried, the GCHRCC received the report for information.

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Governance, Communications, Human Resources and Compensation Committee Public Meeting Minutes April 18, 2016 Page 3 of 5 Action Item: GCCHRCC members to be provided with Management’s analysis of the options considered for the process to appoint tenant directors, when completed in September. ITEM 5 CHAIR’S REMARKS The Chair welcomed everyone to today’s GCHRCC meeting and provided a summary of what occurred during GCHRCC’s in-camera and closed sessions.

ITEM 6 UPDATE ON ENTERPRISE RISK MANAGEMENT GCHRCC:2016-05 The GCHRCC had before it the above-captioned report (GCHRCC:2016-05) from Ms. Trajanos. Ms. Trajanos presented the report, answered questions raised by GCHRCC members regarding the approach for implementing Enterprise Risk Management at TCH. A discussion ensued regarding risk identification, responses and community impacts, specifically with respect to TCHC policies with respect to the use of barbeques by tenants.

Motion carried

ON MOTION DULY MADE by Ms. Wilkinson, seconded by Mr. Kennedy and carried, the GCHRCC received the report for information.

Action Item: Risk assessments are to be done in a manner to ensure practical impacts on tenants are taken into consideration (with priority on the assessments for summer related activities, in particular the use of BBQs,). ITEM 7 CHARITABLE DONEE STAUTS UPDATE GCHRCC:2016-16 The GCHRCC had before it the above-captioned report (GCHRCC:2016-16) from Mr. Ibrahim. Mr. Ibrahim presented the above-noted report and answered questions raised by GCHRCC members regarding the decision of the Canada Revenue Agency to deny TCHC’s application for Qualified Done status and Management’s recommendation to appeal the decision.

Motion carried

ON MOTION DULY MADE by Ms. Wilkinson, seconded by Mr. Kennedy and carried, the GCHRCC received the report for information.

Motion carried

ON MOTION DULY MADE by Ms. Wilkinson, seconded by Mr. Kennedy and carried, the GCHRCC approved the recommendation of the filing of an

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Governance, Communications, Human Resources and Compensation Committee Public Meeting Minutes April 18, 2016 Page 4 of 5

appeal.

ITEM 8 POLICY APPROVAL: CONFLICT OF INTEREST

POLICY GCHRCC:2016-13 The GCHRCC had before it the above-captioned report (GCHRCC:2016-13) from Mr. Ibrahim. Ms. Robson presented the report, answered questions raised by GCHRCC members and accepted feedback from GCHRCC. The moonlighting provisions and the requirement for a yearly sign-off by employees were identified as items to be further addressed in the policy. The Chair asked GCHRCC members to provide Management with any further comments offline, and requested that the policy be revised to take into account the comments made by GCHRCC members and that it be brought forward again for approval at the next GCHRCC meeting.

Motion carried

ON MOTION DULY MADE by Mr. Marshman, seconded by Mr. Kennedy and carried, the GCHRCC received the report for information.

ITEM 9 POLICY APPROVAL: WHISTLEBLOWER POLICY GCHRCC:2016-15 The GCHRCC had before it the above-captioned report (GCHRCC:2016-15) from Mr. Ibrahim. Ms. Robson presented the report, answered questions raised by GCHRCC members. The Chair requested that GCHRCC members provide Management with any further comments on the policy offline prior to the issuance of the April 27, 2016 Board meeting package next week.

Motion carried

ON MOTION DULY MADE by Mr. Kennedy, seconded by Mr. Marshman and carried, the GCHRCC unanimously approved the recommendations in this report and resolved to recommend to the Board of Directors for ratification with the understanding that Management provide the GCHRCC members with the Fraud Prevention Policy.

Action Item: Management to circulate to GCHRCC members a copy of TCHC’s Fraud Prevention Policy. ITEM 10 MAYOR’S TASK FORCE UPDATE GCHRCC:2016-10

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Governance, Communications, Human Resources and Compensation Committee Public Meeting Minutes April 18, 2016 Page 5 of 5 This item was deferred to next GCHRCC meeting.

TERMINATION The GCHRCC public meeting terminated at 11:13 a.m.

Secretary Chair, Governance, Communications, Human Resources and Compensation Committee

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Page 1 of 4

GCHRCC- Business Arising from the Minutes and Committee Action Item List - Public Meetings

Report No. and Meeting Date

Description Status Target Date Assigned to

Review of Action Item List April 18, 2016

Item 4 – Business Arising from the Minutes and Committee Action Item List Management to put the Communications Plan back on the Action Item List.

In progress. Communications Plan anticipated to be brought to the July GCHRCC meeting.

July 15, 2016

Director, Strategic Communications

GCHRCC:2016-05 April 18, 2016

Item 6 – Update on Enterprise Risk Management Risk assessments are to be done in a manner to ensure practical impacts on tenants are taken into consideration (with priority on the assessments for summer related activities, in particular the use of BBQs,).

The practical impact of assessments on tenants will be taken into consideration in the development of the ERM policy that will be brought to the Committee in Q3, 2016. Management has developed and issued a BBQ safety tip sheet for circulation by OUMs to tenants who use community BBQs. Management has advised that tenants should book BBQs through the existing process for booking space at their building. This process will be formalized and included in the Use of Common Space policy to be brought to RSC in September. 

September 16, 2016

Director, Risk Management &

Insurance

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Page 2 of 4

Report No. and Meeting Date

Description Status Target Date Assigned to

GCHRCC:2016-15 April 18, 2016

Item 9 – Policy Approval: Whistleblower Policy Management to circulate to GCHRCC members a copy of the Fraud Prevention Policy.

Policy to be forwarded to GCHRCC members by e-mail.

June 10, 2016

General Counsel & Corporate Secretary (Interim)

GCHRCC:2015-56, NOVEMBER 13, 2015

Item 7 – Update on Enterprise Risk Management. Management will report back to GCHRCC and Board, in the second quarter of 2016, with risk appetite statements for approval and the status of the implementation of the corporate wide ERM program, including highest risks identified, mitigation strategies and the proposed ERM Framework that clarifies the role of the Board and Management.

In progress.

July 15, 2016

Director, Risk Management &

Insurance

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Page 3 of 4

Report No. and Meeting Date

Description Status Target Date Assigned to

GCHRCC:2015-57, NOVEMBER 13, 2015

Item 8 – Update on Corporate Emergency Response Plan. The GCHRCC requested Management to bring a follow up report on the feedback received from tenant councils on the role of residents in the ERP.

Consultations with residents groups and tenant councils are ongoing.

November 4, 2016

Director, Risk Management &

Insurance

GRHRC SEPTEMBER 29, 2014

Item 10 – Tenant Directors – Process for Appointment The GRHRC requested Management to establish a focus group at the end of the tenant director selection process in April 2015 to identify strengths and weaknesses of the process, to propose improvements and to include tenant consultation.

Management reviewing process in conjunction with Mayor’s Task Force recommendation. Currently, awaiting City’s initial report before progressing further. Report on the review of the tenant board member selection process for 2017 was brought to the RSC Committee on May 30th, 2016, and included a component on tenant consultations. It is anticipated that the final report recommending a process will be brought to the GCHRCC and RSC in September.

September 16,

2016

General Counsel and Corporate

Secretary; Vice President,

Resident & Community

Services

GRHRC:2013-30, MAY 15, 2013

Item 5 – Work Plans For All Committees The Committee requested a presentation from Management on high performance employees, including identification of high

This item will be included as part of the Talent Management Strategy, which is in development. Focus is on development pay for performance model and adjustment of wage bands.

September 16, 2016

(Original target date was June

10, 2016)

VP, Human Resources

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Page 4 of 4

Report No. and Meeting Date

Description Status Target Date Assigned to

performance employees and the rationale for selection.

Furthermore, high turnover within the organization over the last number of years has impacted the development of the succession plan which is underway.

GRHRC:2013-19, MARCH 27, 2013

Item 10 – Compliance Reporting, Q4 2012 Management to provide an update on timelines for establishing processes for the balance of reporting items.

Partially implemented as AODA reported in Q1 2015 Compliance Certificate. Further review to continue in 2016. Report to be presented in Q3 2016.

September 16, 2016

Director of Compliance and Legal Counsel

GCHRCC: 2015-33 JUNE 1, 2015

Item 12- Government Relations Strategy Update The GCHRCC requested Management to report back to clarify which rules govern the development of TCHC’s government relations strategy such as the Shareholder Direction, and how TCHC is in compliance with these rules.

Report to be presented at the June 10, 2016 GCHRCC meeting.

June 10, 2016

Director, Strategic Planning and Stakeholder Communications

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Page 1 of 2

Compliance Reporting, Q1-2016

Item 6 June 10, 2016 Governance, Communications, Human Resources and Compensation Committee Report: GCHRCC:2016-18

To: Governance, Communications, Human Resources and Compensation Committee (GCHRCC)

From: President and Chief Executive Officer (Interim)

Date: June 1, 2016

Strategic Plan Priority:

Service Excellence:

Demonstrate Value for Money and Public Accountability PURPOSE: To provide the Governance, Communications, Human Resources and Compensation Committee (GCHRCC) with the Compliance Certificate for Q1, 2016.

RECOMMENDATIONS: It is recommended that the GCHRCC receive this report for information.

REASONS FOR RECOMMENDATIONS: In 2012, the Board expressed an interest in a compliance certificate process to provide assurance to the Board that key areas of financial compliance are formally reviewed and confirmed. Attached, please find the certificate relating to all statutory payments for Q1, 2016.

“Greg Spearn”

Greg Spearn President and Chief Executi8ve Officer (Interim)

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Page 2 of 2

ATTACHMENT: 1. Q1, 2016 – Quarterly Compliance Certificate

STAFF CONTACT: Ismail Ibrahim, Interim General Counsel and Corporate Secretary, Legal Services 416-981-4241 [email protected]

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Item 6 - Compliance Report, Q1-2016 June 10, 2016 GCHRCC Public Meeting

Report:GCHRCC:2016-18Attachment

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CONFIDENTIAL Page 1 of 5

Proposed Changes to TCHC Financial Control Bylaw 3 Item 7 June 10, 2016 Governance, Communications, Human Resources and Compensation Committee Report: GCHRCC:2016-19

To: Governance, Communications, Human Resources and Compensation Committee (GCHRCC)

From: Interim General Counsel & Corporate Secretary

Date: June 3, 2013

Reason for Confidential Information:

This report deals with matters that are or may be the subject of litigation or potential litigation, including matters before administrative tribunals, affecting the Corporation.

Corporate Goals:

Business Foundations: Financial sustainability

PURPOSE:

The purpose of this report is to gather feedback from the GCHRCC on the proposed changes to Toronto Community Housing Corporation’s (“TCHC”) Financial Control Bylaw 3 (“Bylaw 3”). Feedback from the City on these proposed changes is also being sought. Once amendments are made based on this feedback, a report will be brought back to the GCHRCC for official approval of changes to Bylaw 3.

RECOMMENDATIONS: It is recommended that the GCRHRC receive this report for information.

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CONFIDENTIAL Page 2 of 5

REASONS FOR RECOMMENDATIONS: BACKGROUND:

Bylaw 3 currently governs the financial control structure of TCHC. This document requires an update as it contains ambiguous terminology, does not address changes in TCHC’s business since its inception in 2002, and, with the exception of the definition of “commitment”, has not been revised since it was established in 2002.

The proposed revisions are summarized as follows:

1. Providing more clarity and consistency in the Bylaw

Issue

The existing Bylaw 3 is inconsistent and difficult to interpret. For example, there are terms under “Definitions” that do not appear elsewhere, and the document is not user-friendly.

Proposed Resolution

The proposed changes clarify the document by: removing unnecessary defined terms; improving defined terms to assist with interpretation; and, modifying the structure by placing complimentary information together.

New sections were added to reduce uncertainty, including sections on change orders; sections for operating and development budget items; and the addition of a section on “Payment Authority.”

2. Clarification of authority given under “Budget Approval” and “Spending Authority”

Issue

Currently, “Spending Authorities” are referred to under both Part I: Budgets and Part III: Commitments, resulting in confusion as to whether the authority to spend is given at the time the budget is approved.

Proposed Resolution

Clarifications were made to “Spending Authorities” by indicating that the approval of the budget authorizes staff to begin the procurement process. Spending Authority itself is the authority to enter into a commitment.

The Board would have the authority to direct the commencement to procure and enter into commitments at the time of budgetary approval.

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CONFIDENTIAL Page 3 of 5

3. Definition of commitment value for the purposes of determining spending authority and to avoid perception of splitting

Issue

The value of a commitment needs to be defined to enhance fairness and transparency and to avoid critique that a commitment was split to avoid signing authority thresholds.

Proposed Resolution

Multi-Year Commitment

If a commitment extends beyond the current year, the value will be deemed to be the full value of the contract during its entire term, not merely the portion spent in the current year.

Multi-Project Procurement

For efficiency and volume discounts, procurement bulk purchases allowing distinct capital projects to be combined into one procurement call are proposed. This increases the perceived commitment value of the procurement and therefore the level of signing authority required. The new definition for the value of the commitment is to be at the project level, subject to certain conditions.

Where the procurement call is awarded to one vendor, the commitment value will be deemed to be the value of the entire procurement call.

Unknown Contract Value

Where the volume of work is subject to change, the commitment value will be estimated based on prior year spend and projected volume anticipated over the contract term.

Taxes and Other Charges

The commitment value will be exclusive of taxes, as such amounts are in essence refundable to TCHC (i.e. HST).

4. Definition of capital project: Building Capital vs. Development

Issue

What constitutes a capital project is unclear, and the term does not consider certain complexities related to development projects TCHC is now heavily engaged in.

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CONFIDENTIAL Page 4 of 5

Proposed Resolution

A building capital project has been clarified to be an undertaking at a specified municipal address related to a defined line item in the capital budget.

A development project is clarified to be an undertaking to develop a defined parcel of land and/or buildings, and the project encompasses all activities in the anchor business plan.

5. Delegation of authority from the Board

Issue

The threshold for the CEO’s spending authorization has not been adjusted for inflation or changes to TCHC’s business since 2002.

Proposed Resolution

1. Increase in delegated authority to the CEO

Type of Approval Previous Authority Level New Authority Level

Now as HST is Excluded.

Budgeted Items $442,477.88 $500,000

Unbudgeted Items $221,238.94 $250,000

2. Increase in Change Order authority level to the CEO

Type of Approval Previous Authority Level New Authority Level

Operating Budget None provided Sum of all change orders is greater of $250,000 or

20% of original commitment value

Capital Budget $100,000 for contracts under $500K

20% of contracts over $500K

Development Capital Project Budget

None provided

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CONFIDENTIAL Page 5 of 5

3. Creation of a Procurement Award Committee (the “PAC”) for approvals of

commitments above the CEO’s authority.

Recognizing the need to strike a balance between Board accountability and the delegation of spending authority to efficiently execute approved operating and capital plans, the creation of the PAC is proposed, which would provide senior management with additional delegated authority.

The composition and terms of reference for the PAC have not been finalized and would require Board approval. At the same time, it is suggested the PAC would be structured similarly to the City’s Bid Committee with the purpose of authorizing commitments, subject to strict conditions.

The PAC would report the proceedings of each meeting and all recommendations made by the committee at the next available appropriate Board Committee meeting, for those awards falling within their respective mandates.

SIGNATURE:

“Ismail Ibrahim”

Ismail Ibrahim Interim General Counsel & Corporate Secretary APPENDIX A:

1. Proposed New Bylaw 3 2. Current Bylaw 3 revisions 3. Amendment to Bylaw 3

STAFF CONTACT: Ismail Ibrahim, Interim General Counsel & Corporate Secretary 416-981-4241 [email protected]

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TORONTO COMMUNITY HOUSING CORPORATION FINANCIAL CONTROL BY-LAW NO. 3 - DRAFT

PART I Definitions, Authority, Purpose, Applicability

A. Definitions In this By-Law: “Account” means a financial liability of the Corporation arising from a Commitment and evidenced by any invoice, pay sheet, receipt, or other document indicating payment is due for the goods or services specified in the account. “Anchor Business Plan” is the plan establishing the overall budget for each Development Capital Project. “Board Committee” means a committee established by the Board of Directors. “Building Capital Project” means an undertaking to acquire, improve, or demolish land, buildings, engineering structures, and the project relates to a defined Capital Budget Envelope in the Capital Budget to be completed at a particular property at a specified municipal address. All Building Capital Projects will be grouped into a Capital Budget Envelope in seeking the approval of the Capital Budget. “Capital Budget” means the annual, Board approved, budget to accomplish the Capital Plan as reflected in capital activities of the Statement of Cash Flows in the consolidated financial statements of the Corporation. “Capital Budget Envelope” means the category of Building Capital work in the Capital Budget, including but not limited to mechanical, structural, roofing, electrical, and life safety. “Capital Plan” means the total of the planned and unplanned Building Capital Projects and Development Capital Projects to be carried out during the period covered in the Capital Plan. “Capital Project” means either of: i) a Building Capital Project, ii) a Development Capital Project, and iii) an Other Capital Project. “Commitment” means entering into any contractual obligation including, without limitation, those relating to the purchase of goods, services or construction, partnering/community arrangements, joint ventures, banking documents, and debt, or any other document evidencing obligation and is aggregated to reflect a specific operating Program, Building Capital Project, Development Capital Project, or Other Capital Project. “Commitment Change Order” means a requested change in either scope of work or dollar value of the original, approved Commitment. “Commitment Value” means the value of the Commitment for the purposes of determining Spending Authority.

Item 7 - Proposed Changes to TCHC Financial Control Bylaw 3 June 10, 2016 GCHRCC Pulic Meeting Report:GCHRCC:2016-19 Attachment 1

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“Corporation” means the Toronto Community Housing Corporation. “Development Capital Project” means an undertaking to develop a parcel of land and/or buildings, and the project encompasses all sub-projects in the Anchor Business Plan. “Emergency” means a situation where the purchase of goods or services is necessary because of an immediate risk to the safety or health of the Corporation’s employees, residents or the general public, or because of the possibility of serious damage to the Corporation’s property or private property. “Material Risk of Financial Loss” means a possibility of incurring loss of money or decrease in financial value that would be significant to the Corporation. “Net Income” or “Net Loss” means revenues/sources of funds less expenditures/uses of funds for accounting purposes. “Operating Budget” means the annual projected revenues and expenditures budgeted to carry out the Operating Plan for revenues and expenditures. “Operating Plan” means the planned annual operating activities as reflected in the Statement of Operations in the consolidated financial statements of the Corporation. “Other Capital Project” means any other capital asset recognized in the consolidated financial statements of the Corporation (on the basis of accounting principles), that is neither a Building Capital Project nor a Development Capital Project. Examples of Other Capital Project include information technology capital or general corporate capital (i.e. leasehold assets etc.). “Payment Authority” means the authority to settle an Account of the Corporation. “Program” means a strategy that encompasses one or more related goods or services that is either mission driven or mandate driven and is the level at which the Board approves funding in the Operating Budget. “Procurement Authority” means the authority to begin the purchasing process to procure goods and services as a result of the Board approval of the Operating and/or Capital Budget. “Procurement Award Committee” means the committee consisting of senior staff as established under the Board approved terms of reference of the committee. “Procurement Call” means solicitation by the Corporation to external suppliers to submit a tender, quotation, proposal, pre-qualification, and expression of interest. “Revenue Contracts” means a binding agreement between the Corporation and another party that defines the terms under which revenue will be received, including but not limited to, commercial leases and applications, residential leases and applications, and revenue commitments. “Spending Authority” means the authority to enter into a Commitment. “Urgency” means a situation where the purchase of goods and services is necessary due to unforeseen circumstances that may result in material risk of financial loss.

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B. Sole Authority The Board has the sole authority to approve the funding of Operating and Capital Budgets, except as otherwise provided in this By-Law. C. Purpose The budgeting, commitment of funds, and payment of accounts of the Corporation shall be carried out in accordance with the provisions of this By-Law. D. Applicability The provisions of this By-Law shall apply to the Corporation.

PART II Budgets

E. Operating Budget The Board, in adopting the total of all sums required during the year for the operating purposes of the Corporation, shall approve or amend the Operating Budget put forth by the Chief Executive Officer to carry out the Operating Plan. F. Capital Budget The Board, in adopting the sums required during the year for the capital purposes of the Corporation, shall approve or amend the Capital Budget put forth by the Chief Executive Officer to carry out the Capital Plan. In preparing the annual Capital Budget, in respect of Building Capital Projects and Other Capital Projects, sources of funding must be identified and included as part of the Capital Budget process. In addition, in respect of Development Capital Projects, approval within the overall Capital Budget for such projects shall take place in the following progression:

At time of project initiation – an Anchor Business Plan be presented as part of obtain budget approval that will reflect the overall project costs and sources of funding over all years in which the Development Capital Project is anticipated to take place; and

On an annual basis, as part of the Capital Budget, the Anchor Business Plan be integrated into the annual Capital Budget to reflect any changes that may or may not have taken place since the approval of the previous Anchor Business Plan.

There may be instances in which Development Capital Projects come forward for budget approval during the course of the fiscal year, but were not contemplated, nor included in the current year annual Capital Budget. As such Development Capital Projects come forward, the annual Capital Budget will be updated to reflect new approvals, and the identification of the required sources of funding be presented and be part of the budget approval by the Committee or Board of Directors, having the appropriate Commitment Authority.

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G. Procurement Authority – Operating Budget

1. The Operating Budget approved by the Board establishes the planned revenue and expenditure levels for the Corporation. The approval of the Operating Budget authorizes the Corporation to begin the procurement process to execute the Operating Plan.

2. Procurement Authority and Spending Authority may be provided by the Board simultaneously, where the Board explicitly states that, with the approval of the budget, the Board authorizes appropriate staff to enter into a Commitment(s) on behalf of the Board.

3. Management may propose to reallocate revenues and expenditures in the Operating Budget during the course of the fiscal year, subject to the following:

a. Reallocations greater than $500,000 shall be reported to the Board on a quarterly basis; and

b. A reallocation that results in a change to the Net Income or Net Loss per the approved Operating Budget by more than 10% or $1,000,000, whichever is greater, shall be approved by the Board.

4. At a minimum, the Chief Executive Officer shall provide the Board a quarterly report comparing budgeted revenues and expenditures to the actual revenues and expenditures, as well as a forecast of the estimated Operating Plan results for the year as a whole.

H. Procurement Authority – Capital Budget

1. The Capital Budget approved by the Board establishes the budget for planned Capital Projects and the estimated budget for unplanned Capital Projects. The approval of the Capital Budget authorizes the Corporation to begin the procurement process to carry out the Capital Plan.

2. Procurement Authority and Spending Authority may be provided by the Board

simultaneously, where the Board explicitly states that with the approval of the budget, the Board authorizes the appropriate staff to enter into a Commitment(s) on behalf of the Board.

3. Management may reallocate funds among Building Capital Envelopes in the total

Building Capital Budget, subject to the following:

a. Reallocations between $500,000 and $5,000,000 shall be reported to the Board on a quarterly basis; and

b. Reallocations greater than $5,000,000 or any reallocation or reforecasting that results in a change to the total Building Capital Budget by more than 10% shall be approved by the Board.

4. Management may reallocate funds within Development Capital Envelopes in the Capital Budget, subject to the following:

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a. The Chief Executive Officer is authorized to reallocate funds within a Development Capital Project budget, so long as no change to the total Development Capital Project budget results is anticipated;

b. Reallocations between $500,000 and $5,000,000 to the Development Capital Project budget shall be reported to the Board on a quarterly basis; and

c. Reallocation greater than $5,000,000 or any reallocation that results in a change to the Development Capital Project budget by more than 10% shall be approved by the Board.

5. At a minimum, the Chief Executive Officer shall provide the Board a quarterly report

comparing budgeted capital expenditures to actual expenditures plus Commitments, as well as a forecast of the estimated Capital Plan results for the year as a whole.

6. On an annual basis, the Chief Executive Officer shall report to the Board the status of all Capital Projects, including those that closed during the year.

Part III Board Approval

I. Approval No Commitment shall be made, no debt shall be incurred, no expenditure shall be made and no Account shall be paid by or on behalf of the Corporation, except with Board approval and in accordance with the provisions of this Financial Control By-Law. The Board may delegate its authority under this By-Law to a Committee of the Board or to the Procurement Award Committee.

Part IV Commitments

J. Spending Authority – Operating Budget

1. The Chief Executive Officer may make a Commitment, not exceeding his or her authority

as provided in Sections J (2) and J (3), provided that the Commitment is in accordance with procurement policies, procedures, and protocols. For the purposes of determining if a Commitment is within the Chief Executive Officer’s Spending Authority, the following will be considered:

a. The Commitment Value is deemed to be the greater of the total amount to be

executed in the Commitment document, including current and future years, and the total amount of a Program;

b. Where the volume of work under a Program is unknown, the Commitment Value will be estimated based on projected volumes and prior year(s) spend;

c. The Commitment Value shall be inclusive of all related charges with the exception of taxes, which shall be excluded; and

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d. Commitments may not be split to circumvent the spending authorities provided for in this By-Law.

2. The Chief Executive Officer may make a Commitment, not exceeding $500,000 in any

one instance, so long as the provisions in Section J (1) have been met, and the funds have been provided for in the approved Operating Budget.

3. The Chief Executive Officer may make a Commitment, not exceeding $250,000 in any one instance, if the funds have not been provided for in the approved Operating Budget, so long as the provisions in Section J (1) have been met and the funds for the expenditure are available.

4. A Commitment that exceeds the Chief Executive Officer’s authority as specified in this

By-Law requires the approval of:

a. The Procurement Award Committee, subject to the conditions and authority set out in the Board approved Terms of Reference of the committee;

b. A Board Committee, subject to the conditions and authority set out in the Board approved Terms of Reference of the committee; or

c. The Board of Directors.

5. The Chief Executive Officer may delegate Commitment Authority to any management or staff member to enter into a Commitment for goods or services in accordance with the provisions of this Financial Control By-Law. In delegating Commitment Authority, the Chief Executive Officer shall formulate and maintain a current schedule specifying the delegation of financial signing authority within the Corporation.

6. The Chief Executive Officer shall have the authority to approve Commitment Change

Orders and amendments as follows:

a. The Chief Executive Officer may authorize Commitment Change Orders or amendments where the following conditions are met:

i. Sufficient funds are available; and

ii. The sum of all change orders or amendments do not exceed the greater of $250,000 or 20% of the original Commitment Value.

b. Where a change order or amendment does not meet the provisions of section J 6(a) above, additional Commitments must be authorized by the Procurement Award Committee or Board Committee, within the authority set out in the Terms of Reference of each committee, or by the Board.

7. Notwithstanding the above requirements of Section J, the Chief Executive Officer is

delegated standing authority to pay routine, budgeted expenditures, including specific property management costs for utilities, taxes of any kind, waste levies or any other levies imposed by a government agency, false fire alarm charges, mortgage principal and interest payments, as well as payroll and related benefits.

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K. Spending Authority – Capital Budget – Building Capital, Other Capital, or Development Capital 1. The Chief Executive Officer may make a Building Capital or Other Capital Project

Commitment, not exceeding his or her authority as provided in Sections K (2) and K (3), provided that the Commitment is in accordance with procurement policies, procedures and protocols. For the purposes of determining if such a Commitment is within the Chief Executive Officer’s spending authority, the following will be considered:

a. Where more than one Building Capital or Other Capital Project is procured

through a single Procurement Call, the Commitment Value shall be deemed to be at the Building Capital or Other Capital Project level if the Procurement Call is both evaluated and awarded at the Building Capital or Other Capital Project level, and not on basis of the entire call. Where the Procurement Call is evaluated as a whole, the Commitment Value shall be deemed to be the at the Procurement Call level;

b. The Commitment Value is deemed to be the total amount to be executed in the commitment document, including current and future years;

c. The Commitment Value shall be inclusive of all related charges with the exception of taxes, which shall be excluded; and

d. Commitments may not be split to circumvent the spending authorities provided for in this By-Law.

2. The Chief Executive Officer may make a Commitment, not exceeding $500,000 in any

one instance, provided the provisions in Section K (1) have been met, the funds have been provided for in the approved Capital Budget.

3. The Chief Executive Officer may make a Commitment, not exceeding $250,000 in any

one instance, if the funds have not been provided in the Building Capital Budget, so long as that the provisions in Section K (1) have been met and the funding for the expenditure is available.

4. A Commitment that exceeds the Chief Executive Officer’s authority as specified in this

By-Law requires the approval of:

a. The Procurement Award Committee, subject to the conditions and authority set out in the Board approved Terms of Reference of the committee;

b. A Board Committee, subject to the conditions and authority set out in the Board approved Terms of Reference of the committee; or

c. The Board of Directors.

5. The Chief Executive Officer may delegate Commitment Authority to any management or staff member for Commitments for goods or services in accordance with the provisions of this Financial Control By-Law. In delegating Commitment Authority, the Chief Executive Officer shall formulate and maintain a current schedule specifying the delegation of financial signing authority within the Corporation.

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6. The Chief Executive Officer shall have the authority to approve Commitment Change

Orders and amendments as follows:

a. The Chief Executive Officer may authorize change orders and amendments where the following conditions are met:

i. Sufficient funds are available; and

ii. The sum of all change orders or amendments do not exceed the greater of $250,000 or 20% of the original Commitment Value.

b. Where a change order or amendment does not meet the provisions of section K 6(a) above, additional Commitments must be authorized by the Procurement Award Committee or Board Committee, within the authority set out in the Terms of Reference of each committee, or by the Board.

L. Commitment Authority – Emergency and Urgency

1. In cases of Emergency or Urgency, and with the approval of the Chairman of the Board,

or his or her designate, the Chief Executive Officer, or his or her designate, has the authority to make a Commitment in excess of the amounts stipulated in Sections J, K, and L above.

Part V

Payment Authority M. Payment Authority

1. The Chief Executive Officer is delegated full authority to pay Commitments that were

previously approved in accordance with Part IV of this Financial Control By-Law, where the payment does not exceed the Commitment Value.

2. For settlements of legal claims, the Chief Executive Officer is delegated authority to approve payments up to $500,000. For payments above $500,000 approval must be granted by the Board of Directors.

3. The Chief Executive Officer may delegate Payment Authority to any management or staff member to settle an Account of the Corporation in accordance with the provisions of this Financial Control By-Law. In delegating Payment Authority, the Chief Executive Officer shall formulate and maintain a current schedule specifying the delegation of financial signing authority within the Corporation.

Part VI Authority for Write Offs and Disposition of Assets

N. Authority for Write Offs The Chief Executive Officer, or his or her designate, is authorized to write off outstanding amounts owing to the Corporation as uncollectible. Write offs of amounts owing to the Corporation that are, cumulatively, in excess of $250,000 with respect to a particular balance must be reported to the Board.

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O. Disposition of Assets The Chief Executive Officer, or his or her designate, is authorized to sell or otherwise dispose of assets owned by the Corporation, except in either of the following cases:

a. The net book value of the assets being disposed of exceeds $500,000, which requires Procurement Award Committee, Board Committee, or Board approval; and/or

b. The disposition of assets involves real estate property, which requires Shareholder approval.

All asset disposals over $250,000 shall be reported to the Board.

Part VII

Revenue Contracts P. Revenue Contracts The Chief Executive Officer, or his or her designate, is authorized to enter into a Revenue Contract under the following circumstances:

a. Chief Executive Officer has authority to enter into Revenue Contracts with total value (over the entire term of the contract) of under $500,000;

b. Revenue Contracts between $500,000 and $5,000,000 shall be reported to the Board on a quarterly basis; and

c. Revenue Contracts greater than $5,000,000 shall be approved by the Board.

Part VIII General

Q. Repeal/Amendment Subject to Shareholder Direction, the Board may repeal or amend all or any part of this By-Law. R. Financial Control By-Laws No. 3 and No. 3A Financial Control By-Laws No. 3 and No. 3A of the Corporation are repealed. S. Effective Date This By-Law shall come into force on the ________ day of __________ 2014.

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Establishment of a Bid Award Subcommittee Item 8 June 10, 2016 Governance, Communications, Human Resources and Compensation Committee Report: GCHRCC:2016-20

To: Governance, Communications, Human Resources and Compensation Committee (GCHRCC)

From: General Counsel & Corporate Secretary (Interim)

Date: June 2, 2016

Corporate Goals:

Quality Homes:

Improved building conditions delivered through an effective and efficient capital repair program, resident engagement and community based planning

Replacement of aging buildings and strengthened communities through revitalization and renewal projects in select neighbourhoods

PURPOSE: The purpose of this report is to obtain approval from the GCHRCC to establish a Bid Award Subcommittee, and to forward this report to the Board for approval of this subcommittee and to appoint its members. RECOMMENDATIONS: It is recommended that the GCHRCC approve the creation of a Bid Award Subcommittee (“BAS”) based upon the Bid Award Subcommittee Charter set out as Attachment 1 to this report, and that the GCHRCC forward this report to the Board for approval of the creation of the BAS and to appoint members of the Board to the BAS.

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REASONS FOR RECOMMENDATIONS: As the GCHRCC is aware, Bylaw #3 (Financial Control Bylaw) of the corporation requires that the Board approve contract awards, and this requirement is currently met through contract approvals by the BIFAC at its regular meetings. Increasingly, staff have identified the need for more timely approvals of contract awards in order to better ensure project schedules can be maintained. The need to reduce the workload burden on the BIFAC that is created by including contract awards as a part of the regular BIFAC meetings has also been identified. These issues have become more pressing with the increase in contract awards over the past year, with projected contract awards for 2016 to be 150 in comparison to 86 in 2015. While the preferred long-term strategy to address contract award approvals is to consider establishing a management committee with authority to make awards, in order to address the immediate need, management is recommending that a Bid Award Subcommittee (“BAS”) be created with a membership complement to be drawn from the Board. In order ensure the timely award of contracts, it is suggested that during the peak construction season in the spring and summer that the BAS meetings be scheduled weekly via a 30 minute teleconference, and that meetings be held as required by teleconference at other times during year. Attachment #1 contains the proposed Bid Award Subcommittee Charter, which outlines the mandate, membership, governance and reporting relationship of the BAS. SIGNATURE:

“Ismail Ibrahim”

Ismail Ibrahim General Counsel & Corporate Secretary (Interim) ATTACHMENT:

1. The Bid Award Subcommittee Charter

STAFF CONTACT: Ismail Ibrahim 416-981-4241 [email protected]

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1

THE BID AWARD SUBCOMMITTEE CHARTER

Mandate The Bid Award Subcommittee (“BAS” or “Subcommittee”) is established as a subcommittee of the Building Investment, Finance and Audit Committee (the “BIFAC”) to assist the BIFAC and the Board of Directors of TCHC (the “Board”) in fulfilling its responsibilities in respect of contract award approvals up to $5,000,000 (excluding sole source and non-budgeted items) for contracts related to capital projects. Responsibilities The Committee fulfills its purpose by:

Reviewing and approving contract awards up to $5,000,000 (excluding sole

source and non-budgeted items) for contracts related to capital projects; and Reviewing and recommending to the BIFAC and/or the Board for its approval

contract awards related to capital projects that are: o above $5,000,000; o sole sourced (within the mandate of BIFAC or the Board); and o non-budgeted items (within the mandate of BIFAC or the Board).

Authority The Subcommittee has full delegated authority from the Board in respect of the matters that fall within its Charter.

The Subcommittee will have full, free and unrestricted access to management and its employees. The Subcommittee may retain the services of external advisors at the expense of the Corporation as may be deemed necessary to ensure its due diligence and in accordance with TCHC’s procurement policy and procedures. Within the scope of the Subcommittee, the Subcommittee may award contracts up to $5,000,000 (excluding sole source and non-budgeted items) for contracts related to capital projects. Composition

Appointment of the Subcommittee Chair and members shall be by the Board upon recommendation by the Governance, Communications, Human Resources and Compensation Committee.

The Chair or the Vice Chair of the Board shall be a voting ex officio member of the Subcommittee.

The President and Chief Executive Officer will appoint an Executive staff liaison to support the Chair.

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2

The President and Chief Executive Officer will appoint a staff person as Corporate Secretary for the Subcommittee.

The Subcommittee shall be composed of a minimum of three Directors.

Terms of Membership

Two year term. The term is renewable for an additional two year term. Quorum

Quorum shall be the minimum of two Directors. Where a quorum is present, decisions shall be taken by motion, with passage by simple

majority (fifty per cent plus one) of the total Subcommittee members present at a meeting of the Committee, in person or by teleconference call.

Written resolution in lieu of meeting signed by all members of the Subcommittee is permitted.

Meetings

The Committee will meet as frequently as it determines necessary, generally through weekly teleconference meetings. Meetings may be called by the Chair of BIFAC, the Chair of the Board or the Chair of the Subcommittee. The Chair of the Subcommittee must call a meeting when requested to do so by any member of the Subcommittee, the Chair of the Board, the Chair of BIFAC, the President and Chief Executive Officer, or the General Counsel and Corporate Secretary.

The procedure at meetings shall be determined by the Subcommittee Chair adhering to the by-laws of the Corporation or any resolution of the Board.

Meetings will be held in closed sessions with the results of the contract awards reported publicly on TCHC’s website.

Review

The Subcommittee shall review its Charter on an annual basis and recommend any changes to such terms to the BIFAC and Governance, Communications, Human Resources and Compensation Committee.

Reporting

The Subommittee will report the proceedings of each meeting and all recommendations made by the Subcommittee at such meeting to the BIFAC at the BIFAC's next meeting. The Subcommittee will make such recommendations to the BIFAC as it may deem appropriate.

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Establishment of a IT Subcommittee Item 9 June 10, 2016 Governance, Communications, Human Resources and Compensation Committee Report: GCHRCC:2016-21

To: Governance, Communications, Human Resources and Compensation Committee (GCHRCC)

From: General Counsel & Corporate Secretary (Interim)

Date: June 2, 2016

Corporate Goals:

Quality Homes:

Improved building conditions delivered through an effective and efficient capital repair program, resident engagement and community based planning

Replacement of aging buildings and strengthened communities through revitalization and renewal projects in select neighbourhoods

PURPOSE: The purpose of this report is to obtain approval from the GCHRCC to establish an Information Technology Subcommittee (“ITS”), and to forward this report to the Board for approval of this subcommittee and to appoint its members. RECOMMENDATIONS: It is recommended that the GCHRCC approve the creation of the ITS based upon the ITS Charter set out as Attachment 1 to this report, and that the GCHRCC forward this report to the Board to approve the creation of the ITS and to appoint members of the Board to the ITS.

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REASONS FOR RECOMMENDATIONS: TCHC staff and residents rely heavily on the IT department and the demands for technological systems improvement are ever-increasing. As the Board is aware TCHC is developing a refreshed IT Strategic Plan to confirm and enhance alignment of the IT business unit and its resources with the strategic direction of the organization. To expedite implementation of the IT Strategic Plan, it is suggested that the ITS, a joint management and board subcommittee to BIFAC, be established and have the authority to review and make decisions related to the implementation of the strategic plan. Below are the details related to the ITS: Mandate

The ITS will be tasked to do the following:

Approve the strategic direction and planning of the IT Division from a business perspective and priority (approval of strategic plan, budget, etc.)

Resolve strategic issues and prioritizes resources Provide top level sponsorship and champion change initiatives Set timelines for standard processes, data, systems and transition Approve contracts of less than $1M, provided they are budgeted and are not

direct awards

Membership

It is suggested that the ITS consist of the following members:

2 Board members (one of whom will be the Chair of ITS) The Chair or Vice Chair of TCHC’s Board VP ITS (when hired) 3 to 4 senior level business leads (COO, Finance, HR, Legal/Procurement,

etc.)

Meetings Schedule

It is expected that initially the ITS will meet monthly throughout the implementation of the ITS strategic plan. Once the framework is initiated and working, it is expected that meetings will be held quarterly. During the annual planning process, the ITS will meet more frequently, as required, to prioritize and approve the fiscal year initiatives.

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Attachment #1 contains the proposed ITS Charter, which outlines the mandate, membership, governance and reporting relationship of the subcommittee. SIGNATURE:

“Ismail Ibrahim”

Ismail Ibrahim General Counsel & Corporate Secretary (Interim) ATTACHMENT:

1. The Information Technology Subcommittee Charter

STAFF CONTACT: Ismail Ibrahim 416-981-4241 [email protected] Wayne Tuck 416-981-4159 [email protected]

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1

THE INFORMATION TECHNOLOGY SUBCOMMITTEE CHARTER

Mandate The Information Technology Subcommittee (“ITS” or “Subcommittee”) is established as a subcommittee of the Building Investment, Finance and Audit Committee (the “BIFAC”) to assist the BIFAC and the Board of Directors of TCHC (the “Board”) in fulfilling its responsibilities in respect of strategic oversight of TCHC’s Information Technology program. Responsibilities The Committee fulfills its purpose by:

Approving the strategic direction and planning of the IT Division from a business

perspective and priority (approval of strategic plan, budget, etc.). Resolving strategic issues and prioritizing resources of the IT Division. Providing top level sponsorship and championing change initiatives. Setting timelines for standard processes, data, systems and transition. Reviewing and approving contract awards up to $1,000,000 (excluding sole

source and non-budgeted items) for contracts related to IT projects; and Reviewing and recommending to the BIFAC and/or the Board for its approval

contract awards related to IT projects that are: o above $1,000,000; o sole sourced (within the mandate of BIFAC or the Board); and o non-budgeted items (within the mandate of BIFAC or the Board).

Authority The Subcommittee has full delegated authority from the Board in respect of the matters that fall within its Charter.

The Subcommittee will have full, free and unrestricted access to management and its employees. The Subcommittee may retain the services of external advisors at the expense of the Corporation as may be deemed necessary to ensure its due diligence and in accordance with TCHC’s procurement policy and procedures. Within the scope of the Subcommittee, the Subcommittee may award contracts up to $1,000,000 (excluding sole source and non-budgeted items) for contracts related to IT projects. Composition

The ITS shall be composed of six or seven members (seven or eight with the TCHC Chair as ex officio):

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o Two members from the Board of Directors, one of whom shall be the Subcommittee Chair; and

o Four members from the Executive Leadership Team (ELT). Appointment of the Subcommittee Chair and other board member in the

Subcommittee shall be by the Board upon recommendation by the Governance, Communications, Human Resources and Compensation Committee.

The Chair or the Vice Chair of the Board shall be a voting ex officio member of the Subcommittee.

The President and Chief Executive Officer will appoint the ELT members on the Subcommittee.

Terms of Membership

Two year term. The term is renewable for an additional two year term. Quorum

Quorum shall be the minimum of four members, one of which must be a Director. Where quorum is present, decisions shall be taken by motion, with passage by simple

majority (fifty per cent plus one) of the total Subcommittee members present at a meeting of the Committee, in person or by teleconference call.

Written resolution in lieu of meeting signed by all members of the Subcommittee is permitted.

Meetings

The Committee will meet as frequently as it determines necessary, generally through quarterly meetings. Meetings may be called by the Chair of BIFAC, the Chair of the Board or the Chair of the Subcommittee. The Chair of the Subcommittee must call a meeting when requested to do so by any member of the Subcommittee, the Chair of the Board, the Chair of BIFAC, or the General Counsel and Corporate Secretary.

The procedure at meetings shall be determined by the Subcommittee Chair adhering to the by-laws of the Corporation or any resolution of the Board.

Meetings will be held in open and/or closed sessions, in accordance with the TCHC Shareholder Direction.

Review

The Subcommittee shall review its Charter on an annual basis and recommend any changes to such terms to the BIFAC and Governance, Communications, Human Resources and Compensation Committee.

Reporting

The Subcommittee will report the proceedings of each meeting and all recommendations made by the Subcommittee at such meeting to the BIFAC at the BIFAC's next meeting. The Subcommittee will make such recommendations to the BIFAC as it may deem appropriate.

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2016 Policy Review Schedule

Item 10 June 10, 2016 Governance, Communications, Human Resources and Compensation Committee Report: GCHRCC:2016-22

To: Governance, Communications, Human Resources and Compensation Committee (GCHRCC)

From: President and Chief Executive Officer (Interim)

Date: June 6, 2016

Strategic Plan Priority:

Service Excellence:

Demonstrate Value for Money and Public Accountability

RECOMMENDATIONS:

It is recommended that GCHRCC receive this report for information, and forward it onto the Board of Directors for information.

REASONS FOR RECOMMENDATIONS:

Background on Policy Management Framework

The Policy Management Framework (Attachment 1), approved by the Executive Leadership Team (ELT) in early 2014, replaced Toronto Community Housing’s previous “Guide to Policy Development” (2011) with a more rigorous approach to managing policy development and review for the corporation. Clear roles and responsibilities were established as well as approval processes, and a distinction between divisional, corporate and board level policies. The framework was drafted in consultation with management staff from across Toronto Community Housing.

Best Practices

The framework is built upon the following best practices in the field of policy management:

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Assign a Policy Administrator: we have a Business Planner in Strategic Planning and Stakeholder Relations (SPSR) whose job it is to oversee, maintain and administer the Policy Management Framework and Policy Review Schedule.

Use a standard policy format: we have a standard template for all policies and procedures (Attachment 2).

Create a policy on policies: the Policy Management Framework serves as our policy on policies.

Delegate responsibilities and control access: all policies have a designated policy owner, and access to the policy library, and the policy listing on inHouse are controlled by the designated Business Planner in SPSR.

Track all policy changes, what, when and by whom: all changes are tracked and maintained in black-line versions in the relevant policy archive.

Ensure Legal review of policies: the Legal Division reviews all policies as the last step before they move forward for approval.

Criteria for Determining Policy Approval Level

As outlined in the Policy Management Framework, the Board (and relevant Board committee) will be asked to review and approve policies that meet one or more of the following criteria:

1. Be stipulated by legislation, by-laws, the shareholder direction or other such framework or compliance requirements;

2. Address a major risk area (financial, reputational, etc.); or,

3. Have significant impact on many tenant households or on vulnerable tenants.

Policies not meeting one of these criteria will be approved at a corporate level (by ELT) or divisional level, and may be reported to the appropriate committee and to the Board for information at the discretion of the policy owner and ELT, and in consultation with the committee chair.

2016 Policy Review Schedule

All policies requiring Board approval that are scheduled for 2016 are listed in Attachment 3 and are colour coded by Board committee. This list of policies and associated timelines was approved by ELT on May 17th, 2016.

SPSR has worked with policy owners to update the Policy Review Schedule for all policies (Board, corporate, and divisional approval level) to be reviewed for 2016. Due to the large number of corporate and divisional policies originally scheduled in 2016 (31

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policies and 16 stand-alone procedures), ELT is leading a prioritization process for all corporate and divisional policies, in order to ensure that all planned policy review projects are sufficiently resourced and are prioritized based on risk implications and operational need.

The policies requiring Board approval that are listed in Attachment 3 are sufficiently resourced and should be completed within 2016. Several of them have already come forward to the relevant committee and in some cases to the Board.

IMPLICATIONS AND RISKS:

Timely and thorough reviews of existing policies and procedures are necessary to ensure that they serve their intended purpose and remain compliant with applicable legislation. Reviews also provide an opportunity to apply up-to-date best practices, consider relevant Auditor General and Ombudsman findings and recommendations, and align Toronto Community Housing policies with similar City of Toronto policies as appropriate.

The Policy Review Schedule minimizes Toronto Community Housing’s exposure to reputational, financial and other risks through regular review and compliance monitoring.

SIGNATURE:

“Greg Spearn”

Greg Spearn President and Chief Executive Officer (Interim)

ATTACHMENTS: 1. Policy Management Framework 2. Policy and Procedure Template 3. 2016 List of Policies requiring Board Approval

STAFF CONTACT: Hugh Lawson, Director of Strategic Planning and Stakeholder Relations 416-981-4216 [email protected]

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Policy Management Framework

Introduction

The policy management framework governs all policies and procedures for Toronto Community Housing. This framework supports a consistent approach to policy management across the corporation by:

Explaining the triggers for the development of new policies or the review of current policies;

Mandating regular reviews to ensure policies are current;

Outlining the roles and responsibilities of all divisions involved in policy review;

Explaining the standards and expectations for policy review, implementation and communication processes; and

Explaining how the policy index, policy standards and quality control processes are centrally administered.

Definitions and criteria

Policy is a clear and high-level statement of intent and helps guide decisions and actions to achieve a desired outcome – it is the “what”. Policies are needed to:

Protect the corporation legally,

Keep the corporation in compliance with governmental policies and laws,

Establish consistent work standards, rules, and regulations, and

Provide consistent and fair treatment for staff, tenants or others.

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Procedures are a series of steps that must be taken to accomplish the goals set out by a policy – it is the “how”. Procedures generally support a particular policy, though in some cases they may stand alone. Procedures are needed to:

Provide specific actions, steps, or instructions that staff have to follow,

Ensure consistent and comprehensive application of a policy,

Enable detailed interpretation and application of the policy,

Allow for regular operational updates/revisions that do not require higher levels of approval, and

Clearly demonstrate what to do at each step to ensure successful implementation.

Procedures may be accompanied by forms and templates that are tracked and reviewed along with the associated procedure. Standards are specific and mandatory controls that support a policy and compliance is mandatory. Standards are normally measurable and enable a uniform method of support for a policy. Standards may be integrated into a policy or may stand alone. Guidelines provide details that aid in interpreting a procedure and are usually recommended but not mandatory. They are used when a policy may be applied differently across different divisions. Guidelines often provide suggested actions and involve discretionary usage. They are also used to aid in policy interpretation and to form a body of decision-making history and case examples.

Protocols are a code of correct and proper conduct, often used when two or more divisions are involved, that detail the roles and responsibilities of the roles involved.

Note: the use of protocols will generally be phased out and replaced by “procedures” as part of policy reviews in 2014/15.

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Policy Types and Approval Levels

Policy Type: Board Policy

Approval Level: Board of Directors

Criteria:

1. Stipulated by legislation, by-laws, the shareholder direction or other such framework or compliance requirements,

2. Address a major risk area (financial, reputational, etc.), or 3. Significant impact on many tenant households or on vulnerable

tenants. Board Policies require the approval of the board of directors and the appropriate board committee in addition to the Executive Leadership Team (ELT) and the divisional executive. Associated procedures do not require board approval though may be attached for information when the policy is brought forward for approval. All policies brought forward for approval must be accompanied by a briefing note that outlines relevant background/context, major changes proposed, anticipated impact and significant resources required, and the implementation plan (template in Appendix 3). Policy Type: Corporate Policy

Approval Level: Executive Leadership Team

Criteria:

1. Enterprise-wide or multi-divisional impacts with significant resource implications,

2. Required to demonstrate compliance with external requirements, or 3. Substantial impact or change that affects most employees.

Corporate policies require the approval of the Executive Leadership Team in addition to the divisional executive. Associated procedures may be attached for information although ELT approval is not required.

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All policies brought forward for approval must include a briefing note as described in the board section (above).

Policy Type: Divisional Policy

Approval Level: Divisional Executives

Criteria:

1. Operational and transactional business of a single division. Divisional policies and the associated procedures require the approval of the divisional executive. When a new divisional policy to Toronto Community Housing is introduced, or there are very significant changes to current direction, the ELT must be briefed on the change. Divisional executives are authorized to approve minor updates and changes to policies outside of the regular policy review process (as per process in “Minor Updates” described herein).

Summary of Policy Types and Approval Levels

Policy Type Board* ELT Divisional executive

Board policy A A A

Board policy - procedures I A A

Corporate policy A A

Corporate policy – procedures I A

Divisional policy A

Divisional policy - new / major changes I A

Divisional policy – procedures A

All policies/procedures: minor updates A

A = for approval I = for information * “Board” approval includes the relevant board committee

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Timelines

Policy Reviews

A standard timeline for the review of a Board policy would be an average of 5 months from initiation of the review to Board approval. A standard timeline for the review of a corporate policy would be an average of 3 months from initiation of the review to Executive Leadership Team approval. Timelines may be longer or shorter depending on the complexity of the policy revision and the nature of stakeholder consultations. Policies requiring resident consultations or Joint Health & Safety Committee review will have longer timelines. Timelines will be established jointly at the outset of each policy review by Strategic Planning & Stakeholder Relations (SPSR) and the policy owner according to the review schedule. New Policies

A standard timeline for the development of a new Board or corporate policy would often be longer than the averages listed above. Longer research, drafting and consultation phases are needed for new policies. Policy owners must consult with SPSR when initiating the development of a new policy in order to get support on work plans, timelines and compliance with the policy framework.

Sample Timeline

Drafting and consultations (internal and external)

1 – 3 months

Legal and SPSR review 3 weeks Due to ELT 1 week before ELT meeting ELT review meeting Due to Board committee 1 month before committee meeting Board committee review

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Due to Board 1 month before board meeting (may be somewhat concurrent w/ above)

Board review Implementation 1-2 months+

Roles

Strategic Planning & Stakeholder Relations (SPSR) is the owner of the policy management framework, and is responsible for:

Scheduling and managing Board and corporate policy reviews and facilitating approvals and monitoring divisional policy reviews,

Providing direction and performing quality control,

Ensuring consistent application of the framework and strategic plan,

Leading the policy development process when there is no clear policy owner,

Administration related to the framework, and

Managing the review schedule and sharing with ELT and Board committee annually.

Policy Owners are divisions represented by divisional executives that are the primary subject matter expert and are responsible for:

Developing policy content and managing implementation,

Ensuring policies are complete and up to date,

Identifying the need for new or revised policies, and

Adhering to standards set out in the policy framework.

For Board and corporate Policies:

Legal Services reviews each policy for risk and compliance issues,

Strategic Communications develops communications plans and reviews for style, and

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Learning & Organizational Development provides guidance on change management and identifies organizational learning needs. If required and appropriate, develops education content based on final policy documents

For divisional policies:

Policy Owners are required to consult with Legal Services, Strategic Communications and Learning & Organizational Development as required regarding implementation of the policy and procedures.

Policy Development or Review Triggers

1. SPSR initiates review with policy owner according to schedule, or 2. Policy is identified for development/review in response to factors, e.g.:

a. Changes to governance documents, b. Legislative, regulatory or by-law changes or government policy

changes, c. Sustained changes to operations or the external operating

environment, d. New best practices and/or research results affecting policy area, or e. External or internal review requests.

Minor updates

Minor updates and revisions may be needed from time to time. In those cases, the policy owner will work directly with SPSR to make revisions. Ideally, such revisions would be tracked and accumulated throughout the year and updates only made once a year to the policy. Minor updates may be made directly in the policy and finalized with divisional executive approval. The ELT and affected groups (staff, tenants, and/or stakeholders) should be notified of the update.

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Updates to procedures may be made directly and more frequently as business requirements change. These changes require divisional executive approval.

Retiring policies

From time to time, business or other requirements may change and a policy may no longer be required. Two scenarios are likely to occur:

1. If a policy is being replaced – the retirement of the policy must be noted at the end of the new/replacement policy by stating “this policy replaces the former [name of policy], retired on [date].” The briefing note to ELT or the Board must include a note about policies being retired.

2. If a policy is no longer required, SPSR will file all related documents in the policy index in the “inactive/retired” folder and will note the date of retirement on the front page of the policy.

Policy compliance

All managers are accountable for ensuring that their staff are aware of the policies and procedures applicable to their work. All employees are responsible for being knowledgeable about the policies and procedures that are applicable to their work.

As required by the nature of the policy, employees may be required to attest or certify that they have reviewed key policies. Attestations and certifications are managed by the policy owner in consultation with legal services and SPSR as required.

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Policy and procedure administration

SPSR maintains a policy index and Microsoft Word and Adobe PDF copies of all final board and corporate policies and procedures and all final divisional policies.

All final Board and corporate policies and procedures and all final divisional policies are stored on inHouse.

SPSR is responsible for maintaining the “Policies” page in consultation with policy owners.

Select policies that are of interest to external audiences and policies that apply to Toronto Community Housing residents are also posted on the external website.

Commencement and review

Revision Date Description of changes Approval

Initial approval

November 2011

Guide to Policy Development, Review or Amendment (new document)

Divisional Executive

Revision #1

June 24, 2014

Changed name to Policy Framework and expanded scope of document

ELT

Appendix 1: Policy index and review schedule

Appendix 2: Checklist for policy owners

Appendix 3: Templates – Policy, Procedure, Briefing Note

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Approved - June 24, 2014 1

Policy Framework - Appendix 2: Policy Development and Review - Checklist for Policy Owners

Project scope: Strike a policy review team, clarify roles/responsibilities and work with SPSR to develop a workplan based on the policy review schedule

Consultations: Consult with stakeholders (staff, tenants or external) – degree of consultations should match expected degree of impact, risk and change

Research best practices: Check related City of Toronto policies and City Auditor General reports and recommendations as well as research industry best practices

Policy writing: Draft new policy or changes to existing policy using policy templates

Change management & Learning Needs: Partner with Learning & Organizational Development to determine appropriate change management approach and identify learning needs.

Feasibility assessment: Check feasibility and available resources to ensure there are adequate operational, financial and administrative supports and processes in place

Implementation plan: Work with other divisions and units to develop an implementation plan, e.g.:

o Strategic Communications - communications plan

o Learning & Organizational Development - staff education, content development

o Business Efficiencies Unit and ITS – business process mapping and data/system requirements

o Legal Services and Internal Audit – monitoring and compliance

o Other divisions as required

Quality control: Submit the policy to SPSR for quality control

Legal review: Submit to Legal Services to review for risk and compliance issues

Briefing note: Write a briefing note to accompany the policy for the approvals process

Approvals: Work with SPSR to submit policy to Executive Leadership Team and, when applicable, Board of Directors for approval

Posting: SPSR posts approved policy on inHouse or the external website

Implementation: Manage implementation according to plan

Note: this checklist does not account for the development of procedures, forms or templates. When these are required, they may be developed in conjunction with the policy or written after, though best practice would be to draft them alongside the policy.

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[Policy Name/Effective Date]

Page 1

[Policy Template]

Policy Owner: [Unit name]

Approval: [Board of Directors/ELT/Divisional Executive]

First Approved: [Month/Year]

Effective Date: [Month/Day/Year]

Policy Statement

(Mandatory) A straightforward statement about the subject of the policy

A brief statement defining policy purpose, intent and subject affected

An overview of the policy and why it was created

The desired outcomes and/or goals of the policy

Scope

(Mandatory) Describe the aspect of the business that is informed and/or guided by the policy

Define the individuals and/or groups to which the policy applies

Define the business processes and and/or procedures to which the policy applies

Define what is exempt from the policy provisions

Values

(Optional)

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[Policy Name/Effective Date]

Page 2

The fundamental principles and ethics that influence development and implementation of the policy as stated in the strategic plan.

Standards

(Recommended) Minimum actions required of Toronto Community Housing staff to ensure

successful execution of the policy

Definitions

(Mandatory - if applicable) Clearly define key policy terms – all terms must be included in the policy

somewhere.

Policy Details

(Recommended) Detail how the policy will be applied

Provide the strategies we commit to following and/or implementing to ensure successful policy execution

Procedures should be detailed in a separate document and referred to in the “Related Policies and Procedures” section.

Compliance and Monitoring

(Recommended) Describe how adherence to the policy will be monitored

Describe repercussions for non-adherence to the policy by individuals and/or groups to which the policy applies

Governing and Applicable Legislation

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[Policy Name/Effective Date]

Page 3

(Mandatory - if applicable) List governing and other legislation applicable to the policy. Insert hyperlinks

where possible.

Related Policies and Procedures

(Mandatory - if applicable) List other internal policies and procedures that complement and/or inform the

policy. Insert hyperlinks where possible.

List policies that are being replaced or retired by this policy and note the date of retirement.

Commencement and Review

(Mandatory) Revision Date Description of changes Approval

First approval:

[Month/year] New [highest level of approval]

[Revision #] [List change as major or minor and describe nature of change]

Last review:

Use the table above to reference ALL versions of the policy, when the reviews were completed, what level of approval was sought, and the nature of the change. Consult the policy framework for details.

Next Scheduled Review Date: [Month/Year]

[According to policy review schedule – minimum every two years]

[Use Arial font, Headers: 16-point bold, Text: min 13-point]

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Procedure Name / Effective Date:

Page 1

Procedure for [Insert Policy Name] Procedure Owner: [Business unit name]

Approval: [Board of Directors/ELT/Divisional Executive]

First Approved: [Month/Year]

Effective Date: [Month/Day/Year]

Purpose

(Mandatory) Define the purpose of the procedure Describe how the procedure relate to and help implement their parent

policy (if applicable) A brief statement defining procedure purpose, intent and subject affected

[language should be consistent with the policy if applicable] An overview of the procedure and why it was created [language should be

consistent with the policy if applicable]

The desired outcomes and/or goals of the procedure [language should be consistent with the policy if applicable]

Scope

(Mandatory) Describe the aspect of the business that is informed and/or guided by the

procedure Define the individuals and/or groups to which the procedure applies Define the business processes to which the procedure applies Define what is exempt from the procedure

Definitions

(Mandatory - if applicable)

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Procedure Name / Effective Date:

Page 2

Clearly define key terms in policy and procedure – only include terms that are used in the procedure somewhere

Procedure Details

(Mandatory) A. Operating Procedure/Process

Detail the steps that must be followed (use subheadings as required)

B. Roles and Responsibilities

Outline the role of each individual/ group of individuals (use subheadings as required)

Compliance and Monitoring

(Recommended) Describe how adherence to the procedure will be monitored Describe repercussions for non-compliance by individuals and/or groups to

which the procedure apply

Other Related Policies and Procedures

(Mandatory - if applicable) List other internal procedures under the same parent policy. Insert

hyperlinks where possible.

Commencement and Review

(Mandatory)

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Procedure Name / Effective Date:

Page 3

Revision Date Description of changes Approval

First approval: [Month/year] New [highest level of approval]

[Revision #] [List change as major or minor and describe nature of change]

Last review:

Use the table above to list ALL versions of the procedure, when the reviews were completed, what level of approval was sought, and the nature of the change. Add additional rows as needed. Consult the policy framework for details.

Next Scheduled Review Date is [Month/Year] – according to policy review schedule – minimum every two years.

[Use Arial font, Headers: 16-point bold, Text: min 13-point]

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Attachment 3 - GCHRCC meeting - June 10th, 2016

2016 Policy Review Schedule - Policies Requiring Board Approval

Policy Associated Procedure(s) Committee Division Timeline Notes Capital Expense Policy Capital Expense Procedures BIFAC FIN Q4 Debt Management Policy n/a BIFAC FIN Q3 currently being drafted Fair Wage Policy n/a BIFAC LEG Jun-16 BIFAC June 15 Social Procurement Policy n/a BIFAC LEG Jun-16 BIFAC June 15 Compensation Policy n/a GCHRCC HR Q4 Conflict of Interest Policy n/a GCHRCC LEG Jun-16 going back to GCHRCC June 10 Conflict of Interest for Board of Directors Policy

n/a GCHRCC LEG Q3

Human Rights, Harassment and Fair Access Policy

Human Rights, Harassment and Fair Access Policy Staff Complaint Procedure; Human Rights, Harassment and Fair Access Policy Tenant Complaint Procedure related to Human Rights

GCHRCC LEG Q3 draft complete- staff and resident consultations being planned

Whistleblower Policy n/a GCHRCC LEG Jun-16 approved by the Board - May 27, 2016 Workplace Diversity Policy n/a GCHRCC HR Jun-16 GCHRCC June 10

Non-Residential Space Use Policy

Community and Recreational Space Use Procedure; Short-Term Space Use Procedure; Commercial Space Use Procedure

RSC DEV Q3 final resident consultations planned

Security Video Surveillance Policy Security Video Surveillance Procedure

RSC CSU Q3 draft complete - refinement by CSU and FM is underway

Tenant Complaint Policy n/a RSC AM Q3

Translation and Interpretation Policy n/a RSC PA Q4 drafted, some staff and resident consultations occurred in 2015, additional consultations planned for 2016.

Report:GCHRCC:2016-22

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Policy Approval – Conflict of Interest Policy Item 11 June 10, 2016 Governance, Communications, Human Resources and Compensation Committee Report: GCHRCC: 2016-23

To: Governance, Communications, Human Resources and Compensation Committee (GCHRCC)

From: Interim General Counsel and Corporate Secretary

Date: June 3, 2016

Strategic Plan Priority:

Service Excellence:

Demonstrate Value for Money and Public Accountability PURPOSE: To provide the Board of Directors, through the Committee, with an updated Conflict of Interest policy in accordance with the Board direction of June 25, 2015. RECOMMENDATIONS: It is recommended that the Committee adopt this report and approve the revised Conflict of Interest Policy provided as Attachment #1 to this report, and forward the report and the revised policy to the Board of Directors for approval. REASONS FOR RECOMMENDATIONS: At its March 23, 2016 and April 18, 2016 meetings, the Committee provided a number of recommendations concerning amendments to the revised policy. These changes have been incorporated, with substantive amendments described below. Attached are the clean and blackline (since the last GCHRCC meeting) versions of the document. Background & Rationale In June 2015, the Board of Directors requested a review and update of Toronto Community Housing’s Code of Conduct and Conflict of Interest policies. The Conflict of Interest policy was last revised in 2003.

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To ensure alignment with the City’s policies, the revised policy incorporates subject matter from the City’s conflict of interest related policies and public service by-laws. The conflict of interest related policies of the Toronto Transit Commission and other public sector agencies were also reviewed in preparing the revised Conflict of Interest policy.

The Revised Conflict of Interest policy incorporates subject matter of the existing Conflict of Interest policy, but includes more substantive and detailed content to improve clarity and transparency concerning TCHC’s expectations. The revised policy also emphasizes the importance of declaring potential or perceived conflicts of interest.

As recommended by the Ombudsman in her April 2014 report (regarding the human resources policies and procedures of TCHC), the revised Conflict of Interest policy captures past business relationships and other personal associations. The revised Conflict of Interest policy also provides direction concerning the reporting/declaration of conflicts of interest and guidance for managing conflicts of interest.

Consultations

Initial work on the revised Conflict of Interest policy was done by the Legal Counsel, Employment and Privacy, in consultation with HR representatives from all HR portfolios. Legal Services and the Chief Internal Auditor have also provided feedback on the policy.

Discussions and small focus group sessions were held with managers for the purpose of receiving feedback on key proposed policy changes and the draft document.

Summary of Changes

The revised Conflict of Interest policy emphasizes the importance of TCHC’s role as a public sector organization and the business value associated with avoiding conflicts of interest. The revised policy, in general, expands upon existing subject matter and includes more substantive content to improve clarity and accountability.

The revised policy also incorporates subject matter from the original Code of Conduct that was removed when the Code was revised (for example, the sections ‘Bribes, tips, gifts, and donations’ and ‘Conflict of Interest’ sections were removed in the revision). As with the existing Conflict of Interest policy, the revised policy will apply to all staff across the organization as set out in the document.

A summary of the changes to the revised Conflict of Interest policy is below.

Change (Revised Policy)

Details Rationale

Policy Statement Expand Purpose clause Provide a foundational statement to assist in general interpretation of the policy Emphasize the importance of this policy to the organization

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Change (Revised Policy)

Details Rationale

Scope Expand scope beyond ‘employees’ to volunteers Exclude contractors, vendors, tenant representatives, and Board of Directors

Expand the scope of the policy to those whose actions will reflect on the organization Conflict issues respecting vendors / contractors can be addressed by contract or other processes, and the Board of Directors is governed by a separate policy

Definitions

Provide clear definitions Significantly expand upon examples and provide additional content Confirm that the definition of a conflict of interest includes actual, potential, and apparent conflict (which includes a perceived conflict)

Align with City policy and other policies across the industry Resolve any ambiguity regarding what is and what is not a conflict of interest Include personal and business associations, as recommended Provide clarity on terms referenced throughout the policy, and clarify that when the term is used in the policy it includes a perceived/potential conflict

Compliance with the Policy

Expand original section and confirm consequences of not complying with the requirements of the policy Emphasize that failing to declare a conflict of interest is a violation of the policy

Provide clarity regarding consequences and confirm that declaring a conflict of interest is a violation of the policy Clarity regarding declarations being a violation of policy at the direction of the GCHRCC

Avoiding a Conflict of Interest

Provide guidance on managing conflicts of interest

Provide further details and guidance Incorporate content of the original Code of Conduct and Conflict of Interest policy Include matters identified in consultations and previous meetings of the GCHRCC

Gifts or Donations Incorporate standards set out in original policies Significantly expand upon examples

Improve clarity regarding the main standards of expected conduct Included in similar policies

Outside Activities and Moonlighting

Incorporate standards set out in the original Conflict of Interest policy (ie. outside

Ensure acceptable standards of behavior are clearly outlined

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Change (Revised Policy)

Details Rationale

activities, appointments to boards and agencies) Require declaration of a potential conflict of interest prior to accepting any board appointments or engaging in outside work

Provide examples which align with City policy and/or standards in the industry Requirement to declare a potential conflict and obtain prior approval of a board appointment / outside work at the direction of the GCHRCC

Business Interests and Personal Relationships

New section and contentInclude matters identified in consultations Add content found in similar policies

Improve clarity and transparency regarding the main standards of expected conduct Ensure acceptable standards of behavior are clearly outlined Add content as recommended to TCHC

Information about TCHC

Incorporate standards set out in existing policy Provide a definition to guide compliance and reporting

Expand on content due to the importance to the organization Improve clarity regarding expectations Emphasize importance of confidentiality and prohibitions on the use of TCHC information for personal or business reasons, and except in limited circumstances set out in the policy (ie. where disclosure is required by law such as an MFIPPA request or court order)

Reporting and Resolving a Conflict of Interest

New section to providemore meaningful guidance and direction regarding declaring conflicts of interest Require declaration of any conflicts of interest at hire and also if a conflict arises during the course of employment TCHC to review on at least an annual basis this policy and the requirement to declare a conflict of interest Employees are expected to participate in an

Include subject matter identified during the consultation process. Provide guidance on declaring and managing conflicts Emphasize importance of identification, investigation, and resolution of conflicts. While guidance has been provided, resolution of conflicts to be addressed on a case by case basis Emphasize importance of declarations and include a commitment to review at least annually with employees the requirement to declare any conflicts of interest which have arisen. Upon introduction of a human resources information management system TCHC shall implement practices which are consistent with the GCHRCC direction to require an

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Change (Revised Policy)

Details Rationale

investigation or consultation regarding potential conflicts

annual declaration of conflicts of interest. A declaration shall also be required of employees upon hire.

Anticipated Impact

The revised Conflict of Interest policy will codify important values and expectations of the organization, and provide guidance on managing, declaring, and identifying conflicts of interest. The revised Conflict of Interest policy will also ensure expected standards are clearly explained and described, providing managers and employees with a valuable resource when performing their duties and responsibilities.

SIGNATURE: “Ismail Ibrahim”

Ismail Ibrahim General Counsel and Corporate Secretary (Interim) ATTACHMENT:

1. Revised Conflict of Interest policy (June 10, 2016) 2. Blackline -- Revised Conflict of Interest policy

STAFF CONTACT: Ismail Ibrahim, General Counsel and Corporate Secretary (Interim) (416) 981-4241 [email protected]. Heather Robson, Legal Counsel, Employment and Privacy 416-981-4017 [email protected].

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Conflict of Interest Policy / Approval Date: / Effective Date:

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Policy owner: Internal Audit

Approval: Board of Directors

First approved: January 14, 2003

Revision approval: TBD

Effective date: X Date, 2016

Policy statement Promoting public confidence in Toronto Community Housing is the responsibility of every employee. Therefore, in carrying out their job duties, employees are expected to promote Toronto Community Housing’s core values and to observe a high standard of honesty, integrity, accountability, and ethics. This policy provides guidance on expectations of Toronto Community Housing related to conflicts of interest, including how to identify and resolve a conflict of interest.

Scope This policy applies to every employee and volunteer of Toronto Community Housing. Tenant Representatives are not considered to be volunteers for the purpose of this policy. Third parties who have business dealings with Toronto Community Housing, including contractors and vendors of Toronto Community Housing, are expected to comply with provisions of their contracts related to conflicts of interest. Members of the Board of Directors are governed by the Conflict of Interest Policy for Directors.

The standards outlined in this policy are of particular importance to employees who are in a position to make or influence decisions of the organization.

Conflict of Interest Policy

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Definitions

Conflict of interest: Any situation in which an employee’s personal or business interests may compete or appear to compete with their duties as an employee of Toronto Community Housing, or may cause the employee to act contrary or appear to act contrary to the best interests of Toronto Community Housing.

A conflict of interest can be one or more of the following types:

Actual conflict: a conflict of interest that the employee has, or will have, at the present time.

Potential conflict: any situation which may lead or have the potential to lead to a conflict of interest in the future.

Apparent conflict: any situation which could reasonably be perceived as a conflict of interest by others, regardless as to whether or not there is an actual conflict of interest.

An apparent conflict of interest may arise where the employee (or the employee’s family, friends, or business associates) stands to benefit personally from their own actions, or from a decision of Toronto Community Housing that they are able to influence.

Personal or Business Interest: Includes any personal gain, benefit, privilege, or advancement the employee, and/or the employee’s family, friends, or business associates (past and present) may receive or expect to receive, whether monetary or non-monetary. Examples of conflicts of interest include, but are not limited to:

Using information learned during the course of an employee’s employment for personal benefit.

Making a decision that may result in a benefit for a personal business partner.

Being on the hiring panel for a close friend or family member.

Being the employee, owner or shareholder of, or having a financial interest in a company submitting a ‘bid’ application to Toronto Community Housing.

Accessing the information of a friend or family member who is a resident of Toronto Community Housing.

An employee ‘exchanging hospitality’ with a contractor or supplier, in which the employee uses their position to benefit the contractor or supplier in exchange for something that may personally benefit the employee or the employee’s family, friends or business associates (past or present).

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Entering into a business or legal relationship with a resident, such as agreeing to be the executor of a resident’s will.

Compliance with this Policy

The rules which follow do not cover all possible situations of a conflict of interest. Employees should use proper judgment and act in the spirit of this policy at all times. If employees have any questions about this policy or need any clarification about what is expected of them, they are expected to consult with their divisional head or the Chief Internal Auditor for guidance.

Contravention of this policy is a serious matter. Non-compliance with this policy may lead to discipline, up to and including dismissal for cause. Non-compliance includes failing to declare a conflict of interest in accordance with this policy. In some cases, non-compliance can also lead to legal action by Toronto Community Housing.

Policy Details

Avoiding a Conflict of Interest

Employees must not enter into any situation, arrangement or agreement that results or could result in a conflict of interest (actual, potential, or apparent) and should arrange their personal affairs to ensure that any conflicts of interest are avoided.

Employees should consider any advantage their position at Toronto Community Housing may give them, whether it be the power to influence decisions, their ability to use company resources, or their access to information about others.

In deciding whether their actions could result in a conflict of interest, employees are expected to consider how their actions will be seen by their colleagues or the public.

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Should an employee have any questions or need any clarification about this policy, they are expected to consult with their divisional head or the Chief Internal Auditor.

Gifts or donations

Employees may not solicit or accept any fees, advances, gifts, money, personal discounts, donations, personal benefits, meals, tickets, personal loans or the like from a resident or any other person or entity that has, or might have, business dealings with Toronto Community Housing where it could result in a conflict of interest.

The exceptions are gifts of a nominal value, such as a greeting card, hat, token, memento, fridge magnet, or occasional coffee, which do not influence or would not be perceived as influencing, the performance of the employee’s duties. Other exceptions are accepting money where doing so is required as part of the employee’s job (e.g. collecting rent or a fee established by Toronto Community Housing).

For example (but not intended to be a complete list), this means that an employee should never accept:

A tip.

Any meals, unless the employee pays their own expenses.

Offers to make a donation to a charitable cause on the employee’s behalf.

Soliciting donations for a charitable cause on behalf of a contractor or supplier, unless it is for a program/initiative established by Toronto Community Housing.

An invitation to an event at the expense of the other person.

Tickets to a sporting event or concert from a vendor or supplier.

This section does not apply to any gifts covered by the Gift Distribution to Residents Procedure (Interim), as long as the gift is received/distributed in accordance with that procedure.

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Outside Activities and ‘Moonlighting’

Employees are not entitled to engage in outside work (which includes being self-employed) or other similar activities outside of working hours, unless the outside work or activity is not in conflict with their work for Toronto Community Housing. This includes having another job if the work demands will conflict with the employee’s position at Toronto Community Housing or if the employee could use information they learn while working at Toronto Community Housing for the benefit of the other company or themselves.

If an employee wishes to engage in outside work, or be a director for any board or committee which may deal with issues affecting Toronto Community Housing, the employee must first declare a potential conflict to their divisional head or the Chief Internal Auditor in writing and receive authorization for the engagement or appointment.

Business Interests (Examples)

If the employee is, or seeks to be, an employee, director, or officer of a company (or the employee has a financial interest in the company) that has business dealings with Toronto Community Housing, this is a conflict of interest.

If an employee (or a family member, friend or business associate of the employee) has a financial interest in a company that has business dealings with Toronto Community Housing, and the employee is involved in any process related to a business transaction involving the company, this will be a conflict of interest.

The employee must declare the conflict or potential conflict of interest to their divisional head or the Chief Internal Auditor in writing and seek advice on their role in such circumstances. The Chief Internal Auditor, in consultation with the divisional head, will review the circumstances to determine what other actions, if any, should be taken to resolve the conflict.

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Personal Relationships

Employees should always maintain a professional relationship with other employees and all persons with whom Toronto Community Housing has dealings. This includes residents, commercial tenants (‘tenants’), contractors, suppliers, and vendors. However, Toronto Community Housing acknowledges that some employees will develop or have existing relationships with such individuals.

Employees must take all reasonable steps to manage these relationships so the employee is not placed in a conflict of interest position (actual, potential, or apparent).

An example is if an employee works at, or has access to, a Toronto Community Housing-owned or operated building and has direct contact with a friend or family member who is a tenant or resident at that building (or access to the information of friends or family because of their job at Toronto Community Housing) this will usually result in a conflict of interest. A friend includes someone the employee is dating or has a relationship with.

If an employee is involved in the hiring process for, or will supervise, family, friends, or business associates (past/current) this will also be a conflict of interest.

Employees must declare any conflicts or potential conflicts of interest to their divisional head. The Chief Internal Auditor in consultation with the divisional head will review the circumstances to determine what actions, if any, should be taken to resolve the conflict, such as making changes to a reporting relationship or work location.

Information about Toronto Community Housing

In performing their duties and responsibilities for the organization, employees will learn information about Toronto Community Housing and its operations which is not known to the public. Employees are prohibited from trying to access such information if it is not associated with their work. Employees are also expected not to use or disclose such information for any purpose that is not associated with their work (unless authorized by their divisional head or when required by law). For more information, please see the Code of Conduct.

Reporting and Resolving a Conflict of Interest

All employees shall receive a copy of this policy. Employees are required to declare any conflict of interest (real, potential, or apparent) they may have under this policy upon hire. If, during the course of their employment, an employee is in or will be in a conflict of interest situation, the employee must immediately report/declare the conflict of interest in writing to their divisional head or the Chief Internal Auditor.

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Toronto Community Housing shall, on an annual basis, review with employees their obligations under this policy, including the requirement to declare a conflict of interest.

Employees are expected to fully cooperate in any discussion or investigation related to the resolution of a conflict of interest. The Chief Internal Auditor in consultation with the divisional head will review the circumstances to determine what actions, if any, should be taken to resolve the conflict.

Governing and Applicable Legislation

Employment Standards Act

Ontario Human Rights Code

Municipal Freedom of Information and Protection of Privacy Act

Related Policies and Procedures

Code of Conduct Policy

Acceptable Use of Information Technology Policy

Gift Distribution for Residents Procedure (Interim)

Fraud Prevention Policy

Media and Issues Protocol

Elections Policy Commencement and Review

Revision Date Description of changes Approval

First approval:

[Revision #]

Last review:*

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Item 11 - Policy Approval - Conflict of Interest Policy GCHRCC June 10, 2016 Meeting Report:GCHRCC:2016-23 Attachment 1

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Conflict of Interest Policy / Approval Date: / Effective Date:

Page 1

Policy owner: Internal Audit

Approval: Board of Directors

First approved: January 14, 2003

Revision approval: TBD

Effective date: X Date, 2016

Policy statement Promoting public confidence in Toronto Community Housing is the responsibility of every employee. Therefore, in carrying out their job duties, employees are expected to promote Toronto Community Housing’s core values and to observe a high standard of honesty, integrity, accountability, and ethics. This policy provides guidance on expectations of Toronto Community Housing related to conflicts of interest, including how to identify and resolve a conflict of interest.

Scope This policy applies to every employee and volunteer of Toronto Community Housing. Tenant Representatives are not considered to be volunteers for the purpose of this policy. Third parties who have business dealings with Toronto Community Housing, including contractors and vendors of Toronto Community Housing, are expected to comply with any provisionprovisions of their contractcontracts related to conflicts of interest. Members of the Board of Directors must abide by this policy andare governed by the Conflict of Interest Policy for Directors (if there is any conflict between the two the Conflict of Interest Policy for Directors will govern)..

The standards outlined in this policy are particularly relevantof particular importance to employees who are in a position to make or influence decisions of the organization.

Conflict of Interest Policy

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Definitions

Conflict of interest: Any situation in which an employee’s personal or business interests couldmay compete or appear to compete with their duties as an employee of Toronto Community Housing, or couldmay cause the employee to act contrary or appear to act contrary to the best interests of Toronto Community Housing.

A conflict of interest can be one or more of the following types:

RealActual conflict: a conflict of interest that the employee is inhas, or will have, at the present time.

Potential conflict: any situation which may lead or have the potential to lead to a conflict of interest in the future.

Apparent conflict: any situation which could reasonably be perceived as a conflict of interest by others, regardless as to whether or the public, even if itnot there is not a realan actual conflict of interest.

A real orAn apparent conflict will likelyof interest may arise where the employee (or the employee’s family, friends, or business associates) willstands to benefit personally from their own actions, or from a decision of Toronto Community Housing that they are able to influence.

Personal or Business Interest: Includes any personal gain, benefit, privilege, or advancement the employee, and/or the employee’s family, friends, or business associates (past and present) may receive or expect to receive, whether monetary or non-monetary. Examples of conflicts of interest include, but are not limited to:

Using information learned during the course of their workan employee’s employment for personal benefit.

Making a decision that willmay result in a benefit for a personal business partner.

Being on the hiring panel for a close friend or family member.

Being the employee of, owner or shareholder of, or having a financial interest in a company submitting a ‘bid’ application to Toronto Community Housing.

Accessing the information of a friend ofor family member who is a resident of Toronto Community Housing.

Falsifying a document being sent on company letterhead for personal reasons.

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An employee ‘exchanging hospitality’ with a contractor or supplier, wherebyin which the employee uses their position to benefit the contractor or supplier in exchange for something that will or may personally benefit the employee personally.or the employee’s family, friends or business associates (past or present).

BeingEntering into a business or legal relationship with a resident, such as agreeing to be the executor of a resident’s will or the ‘witness’ on a resident’s legal documents (exception: some employees may witness if related to their work)..

Compliance with this Policy

This policy cannot anticipate every possible situation. The rules which follow do not cover all possible situations of a conflict of interest. Employees should use proper judgment and act in the spirit of this policy at all times. Employees are also expected to consult with their divisional head or the Chief Internal Auditor if theyIf employees have any questions about this policy or need any clarification about what is expected of them, they are expected to consult with their divisional head or the Chief Internal Auditor for guidance.

Contravention of this policy is a serious matter. In the case of a contractor or vendor, non-compliance can lead to termination of their contract. For employees, nonNon-compliance with this policy may lead to discipline, up to and including dismissal for cause. Non-compliance includes failing to declare a conflict of interest in accordance with this policy. In some cases, non-compliance can also lead to legal action on the part ofby Toronto Community Housing.

Policy Details

Avoiding a Conflict of Interest

Employees must not enter into any situation, arrangement or agreement that results or could result in a conflict of interest. After being hired, employees (actual, potential, or apparent) and should arrange their personal affairs to avoidensure that any conflicts of interest are avoided.

Employees should consider any advantage their position at Toronto Community Housing

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may give them, whether it be the power to influence decisions, their ability to use company resources, or their access to information about others.

In deciding whether their actions could result in a conflict of interest, employees are expected to consider how their actions will be seen by their colleagues or the public.

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Should an employee have any questions or need any clarification about this policy, they are expected to consult with their divisional head or the Chief Internal Auditor.

Gifts or donations

Employees may not solicit or accept any fees, advances, gifts, money, personal discounts, donations, personal benefits, meals, tickets, personal loans etc.or the like from a resident or any other person or entity that has, or couldmight have, business dealings with Toronto Community Housing, where it could result in a conflict of interest.

The exceptions are gifts of a nominal value, such as a greeting card, hat, token, memento, fridge magnet, or occasional coffee, which do not influence or would not be perceived as influencing, the performance of the employee’s duties. Other exceptions are accepting money where doing so is required as part of yourthe employee’s job (e.g. collecting rent or a fee established by Toronto Community Housing).

For example, (but not intended to be a complete list), this means that an employee should never accept:

A tip.

Any meals, unless the employee pays their own expenses.

Offers to make a donation to a charitable cause on the employee’s behalf.

Soliciting donations for a charitable cause on behalf of a contractor or supplier, unless it is for a program/initiative established by Toronto Community Housing.

An invitation to an event at the expense of the other person.

Tickets to a sporting event or concert from a vendor or supplier.

The exception to this section is where authorized by the divisional head, as long as the event or item is documented and a copy is sent to the Chief Internal Auditor.

This section does not apply to any gifts covered by the Gift Distribution forto Residents Procedure (Interim), as long as the gift is received/distributed in accordance with that procedure.

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Outside Activities and ‘Moonlighting’

Employees are not entitled to engage in outside work (which includes being self-employed) or other similar activities of their choice outside of working hours, as long asunless the outside work or activity doesis not place them in a conflict of interestwith their work for Toronto Community Housing. This includes having another job if the work demands will conflict with yourthe employee’s position at Toronto Community Housing or if the employee could use information they learn while working at Toronto Community Housing for the benefit of the other company or themselves.

If an employee intends towishes to engage in outside work, or be a director for any board or committee which does or is likely tomay deal with issues affecting Toronto Community Housing, the employee must first declare thea potential conflict to their divisional head or the Chief Internal Auditor in writing and receive permissionauthorization for the engagement or appointment.

Business Interests (Examples)

If the employee is, or willseeks to be, an employee, director, or officer of a company (or the employee has a financial interest in the company) that has business dealings with Toronto Community Housing, this will usually beis a conflict of interest.

If an employee (or a family member or, friend or business associate of the employee) knowingly has a financial interest in a company that has business dealings with Toronto Community Housing, and the employee is involved in the decision-makingany process related to a contract or salebusiness transaction involving the company, this will normally result inbe a conflict of interest.

The employee must declare the conflict or potential conflict of interest to their divisional head or the Chief Internal Auditor in writing. The employee must not participate in the decision-making process if they, in and seek advice on their position at Toronto Community Housing, are able to influence the decision. The employee also must not represent or advise the company that has business dealings with Toronto Community Housing in transactions with Toronto Community Housingrole in such circumstances. The Chief Internal Auditor, in consultation with the divisional head, will review the circumstances to determine what other actions, if any, should be taken to resolve the conflict.

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Personal Relationships

Employees should, where possible, always maintain a professional relationship with other employees and all persons with whom Toronto Community Housing has dealings while completing its mandate.. This includes residents, commercial tenants (‘tenants’), contractors, suppliers, and vendors. However, Toronto Community Housing acknowledges that some employees will develop or have existing relationships with otherssuch individuals.

Employees must take all reasonable steps to manage these relationships so they are the employee is not placed in a conflict of interest. position (actual, potential, or apparent).

IfAn example is if an employee is workingworks at, or has access to, a Toronto Community Housing-owned or operated building because of their job and they will haveand has direct contact with a friend or family member who is a tenant or resident at that building (or the employee has access to the information of friends or family because of their job at Toronto Community Housing) this will usually result in a conflict of interest. A friend includes someone the employee is dating or has an intimatea relationship with.

If an employee is involved in the hiring process for, or will supervise, family, friends, or business associates (past/current) this maywill also result inbe a conflict of interest.

Employees must declare any conflicts or potential conflicts of interest to their divisional head. The Chief Internal Auditor in consultation with the divisional head will review the circumstances to determine what other actions, if any, should be taken to resolve the conflict, such as making changes to a reporting relationship or work location.

Information about Toronto Community Housing

In performing their duties and responsibilities for the organization, employees will learn information about Toronto Community Housing and its operations. In most cases, this information which is not known to the public. Employees must not deliberately tryare prohibited from trying to access such information when the informationif it is not associated with their work. Employees are also expected not to use or disclose such information for their own personal gain or for any purpose that is not associated with their work (unless authorized by their divisional head or when required by law). For more information, please see the Code of Conduct.

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Reporting and Resolving a Conflict of Interest

If an employee identifiesAll employees shall receive a possible copy of this policy. Employees are required to declare any conflict of interest (real, potential, or apparent) they may have under this policy upon hire. If, during the course of their employment, an employee is in or will be in a conflict of interest situation, the employee must immediately report/declare the conflict of interest in writing to their divisional head or the Chief Internal Auditor.

Toronto Community Housing shall, on an annual basis, review with employees their obligations under this policy, including the requirement to declare a conflict of interest.

Employees are expected to fully cooperate in any discussion or investigation related to the resolution of a conflict of interest. The Chief Internal Auditor in consultation with the divisional head will review the circumstances to determine what other actions, if any, should be taken to resolve the conflict.

The Board of Directors will have conflict of interest poll as a regular agenda item at the beginning of each meeting for board members to declare any conflicts of interest.

Governing and Applicable Legislation

Employment Standards Act

Ontario Human Rights Code

Municipal Freedom of Information and Protection of Privacy Act

Related Policies and Procedures

Code of Conduct Policy

Acceptable Use of Information Technology Policy

Gift Distribution for Residents Procedure (Interim)

Fraud Prevention Policy

Media and Issues Protocol

Elections Policy

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Commencement and Review

Revision Date Description of changes Approval

First approval:

[Revision #]

Last review:*

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Policy Update – Workplace Diversity Policy Item 12 June 10, 2016 Governance, Communications, Human Resources and Compensation Committee Report: GCHRCC:2016-24

To: Governance, Communications, Human Resources and Compensation Committee (GCHRCC)

From: Interim General Counsel & Corporate Secretary (Interim)

Date: June 3, 2016

Corporate Goals:

Business Foundations: An empowered, skilled and engaged workforce

PURPOSE: To provide the GCHRCC an updated Workplace Diversity Policy for informational purposes. RECOMMENDATIONS: It is recommended that the GCHRCC receive this report for information. REASONS FOR RECOMMENDATIONS: Background and Rationale The current Workplace Diversity Policy was created in 2006 (see Attachment 2), and has not been updated since. Furthermore, the Acting City of Toronto Ombudsman recommended to TCHC that we review our policy, and make changes, as needed. Consultations Initial work on the revised Workplace Diversity policy was completed by the Office of Diversity, Fairness and Human Rights, in consultation with Human Resources representatives from Recruitment and the Legal Services Division. The review included

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comparison to other similar policies of other public sector entities, including the City of Toronto. A copy of the draft policy has also been provided to our union partners.

Summary of Changes

The revised Workplace Diversity Policy emphasizes Toronto Community Housing’s values as a public sector organization and the importance of reflecting the diversity of Toronto. The revised policy expands upon existing subject matter and includes more substantive content to reflect the current industry practice.

The revised policy also demonstrates an enhanced commitment and accountability by the Executive Leadership Team (ELT) and the Human Resources division.

The components in the Policy will be led and implemented by Human Resources with the support of the Office of Diversity, Fairness and Human Rights.

The revised Workplace Diversity Policy is included as Attachment 1. A summary of the revisions to the policy are provided in the chart below.

Change Details Rationale Organizational Commitment

Expand Commitment Statement

Provide an enhanced organizational commitment to diversity and inclusion.

Policy Statement Expand Purpose Clause Provide a foundational statement to assist in general interpretation of the policy.

Core Principles Expand scope to include TCHC values and “dignity”

Align with the new policy framework and expansion of including “dignity” as an integral component of workplace diversity.

Definitions Add definitions that were clear and up to date

Align with other policies across the industry. Provide clarity on terms referenced through the policy.

Policy Details Expand the Application of the Policy section to include specific activities by the ELT and Human Resources.

Provide specific details about implementing this policy. Provide components to align with the standards in the industry. Provide an enhanced commitment to diversity and inclusion.

Compliance and Monitoring

Expand to include accountability and specific monitoring.

Align with similar policies. Enhance accountability.

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IMPLICATIONS AND RISKS: The revised Workplace Diversity policy will codify important values of the organization. The policy will demonstrate an enhanced commitment of diversity and inclusion.

SIGNATURE:

“Ismail Ibrahim”

Ismail Ibrahim Interim General Counsel and Corporate Secretary ATTACHMENT:

1. Workplace Diversity Policy (revised) 2. Workplace Diversity Policy (existing)

STAFF CONTACT: Ismail Ibrahim, General Counsel and Corporate Secretary (Interim) 416-981-4241 [email protected] Cathy Barker, VP Human Resources 416-981-4915 [email protected]

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[Policy Name/Effective Date]

Page 1

Workplace Diversity Policy

Policy Owner: Human Resources

Approval: Board of Directors

First Approved: 2006

Effective Date: TBD

Organizational Statement of Commitment Toronto Community Housing is committed to building and fostering a fair and inclusive workplace which values diversity and encourages respect for dignity, beliefs and ideas consistent with the principles outlined in the Ontario Human Rights Code (the “Code”), and the Accessibility for Ontarians with Disabilities Act (AODA). Toronto Community Housing recognizes the value of identifying and removing barriers and promoting inclusion in the workplace.

Policy Statement Diversity is an important value of the organization, where each employee is respected and valued for their differences. Toronto Community Housing is committed to enhancing workplace diversity and fostering a workplace that is representative of the resident population it serves. A diverse workplace benefits employees by allowing them to feel valued for their differences by the organization and creating opportunities for advancement. The organization is committed to identifying and removing barriers for diverse employees in recruitment, advancement and retention. Historically, certain groups of people experience barriers to employment and are underrepresented in the workforce. Underrepresented These groups include persons with disabilities, racialized minorities, women, Aboriginal people, Lesbian, Gay, Bisexual, Transgender and Queer communities, and persons caring for elder and child dependents. The selection of these groups does not preclude the possibility of addressing systemic discrimination for other underrepresented groups.

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Toronto Community Housing protects all employees from discrimination and harassment under the Code and TCHC’s Human Rights, Harassment and Fair Access Policy. Toronto Community Housing will strive to ensure diversity is represented in all areas of the organization including policies, procedures and practices.

Scope This policy applies to all employees and prospective employees of Toronto Community Housing. This policy is particularly relevant for employees who are in a position to make or influence decisions of the organization. Third parties who have business dealings with Toronto Community Housing, including contractors and vendors of Toronto Community Housing, are expected to comply with any provision of their contract related to diversity.

Core Principles In keeping with our values of respect, accountability, community collaboration and integrity, Toronto Community Housing will implement this policy in accordance with the following principles:

Dignity – Employees are treated in a respectful manner.

Equity – Employees will be provided the same access to programs, services, opportunities, and facilities as all staff.

Standards Building a diverse and inclusive workforce at Toronto Community Housing encourages employees to work together to help create a respectful and inclusive workplace and to deliver quality customer service that is reflective of the resident population.

Definitions Prohibited Grounds: The Code prohibits discrimination in employment on the following grounds: citizenship, race, place of origin, ethnic origin, colour, ancestry,

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disability, age, creed, sex / pregnancy, gender identity, gender expression, family status, marital status, sexual orientation, and record of offences.

Diversity: is any dimension that can be used to differentiate groups and people from one another. It means respect for and appreciation of differences on the basis of a prohibited ground. Diversity is about the individual employee, it is about the variety of unique dimensions, qualities, and characteristics we all possess.

Inclusion: Inclusion is about the collective culture in the workplace. It is about creating a culture that strives for equity and embraces, respects, and values differences.

Diversity and Inclusion: When these two terms are combined, it adds another dimension to the terms. Diversity and Inclusion is about capturing the uniqueness of the individual, creating an environment that values and respects individuals for their talents, skills and abilities to benefit the collective culture in the workplace.

Access: People from diverse groups gaining equal opportunity to the use of goods, services, programs, facilities, public spaces and participation in social, economic, cultural and political life.

Equity: is not limited to equal access to opportunities but equal benefits as well. It requires the removal of systemic barriers and the accommodation of differences so that individuals can benefit equally.

Barriers: A barrier means anything that prevents a person with a disability from fully participating because of his or her disability. Generally barriers fall into three areas: attitudinal/behavioural, procedural, and physical. Barriers that are usually hidden in the rules, procedures, policies and operations of organizations that limit the access to goods, services, programs, facilities, and economic , social and cultural participation of people from diverse groups. Barriers prevent underrepresented groups from maximizing their contribution to the workplace.

Special Programs: The Code recognizes the importance of addressing historical disadvantages by protecting special programs to help marginalized groups. Under Section 14 of the Code it is not discrimination to put in place a program if it designed to relieve hardship or economic disadvantage, help disadvantaged people or groups to achieve or try to achieve equal opportunity or help eliminate discrimination. Provided the program or initiative meets the requirements of the Code and the Ontario Human Rights Commission, special programs may include Aboriginal employment strategy, statistical goals for priority groups, and continuous training initiatives.

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Discrimination: is any practice or behaviour which, whether intentional or not, treats people unequally or makes a distinction based on a prohibited ground (e.g. disability, sex, race, and sexual orientation) resulting in a disadvantage, an obligation, or a burden that other individuals or groups do not have. A decision to deny a benefit that relies on any of these grounds, unrelated to a person's abilities, is prohibited under the Code. Discrimination may result from the effect of applying general rules to everyone.

Systemic Discrimination: patterns of policies, practices, and procedures that are part of the structures of an organization, and which create or perpetuate discrimination.

The Duty to Accommodate: is an individualized process designed to improve equality and eliminate disadvantages experienced by individuals or groups related to a prohibited ground, to the point of undue hardship. Accommodation includes appropriate steps designed to the special needs of individuals and groups protected by the Human Rights Code. Accommodation is determined in consultation with the person requesting the accommodation.

Harassment: is a course of comment(s) or conduct about a prohibited ground that a person knows or ought to know would be unwelcome. Harassment may result from one incident or a series of incidents.

Policy Details Toronto Community Housing is committed to building diversity and inclusion in the workplace, and will advance this standard by the following components and specific activities:

1.0 Build Leadership and Accountability: Transform organizational culture by incorporating diversity in all levels of the organization and develop accountability in the executive leadership team regarding diversity initiatives.

1.1 Toronto Community Housing will develop a Diversity and Inclusion Framework with goals and timelines over a three year period that will assist the organization in building, fostering, and sustaining a diverse and inclusive workplace. The goal is for Toronto Community Housing to support diversity throughout all levels of the organization.

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1.2 Toronto Community Housing will review all relevant policies, procedures and practices through a lens that builds, fosters and sustains diversity as a priority.

2.0 Enhance Diversity Initiatives in Talent Management: Develop a workforce profile based on the population of the City of Toronto and identify gaps on a regular basis. Create and execute diversity and inclusion strategies for the underrepresented groups in recruitment, advancement, and retention with a goal of being more reflective of the workforce profile. These strategies may include the following:

2.1 Expanding recruitment efforts by advertising job opportunities to diverse professional networks, agencies and media1 and by establishing relationships with partner agencies to attract applicants from underrepresented groups.

2.2 Collaborate with external stakeholders, employees, and unions to develop strategies and special programs to promote diversity in the workplace.

2.3 Incorporate diversity into the succession planning framework and encourage Managers to identify and develop a diverse pool of talent within the organization.

2.4 Implement special programs for the training and development of underrepresented groups to eliminate and reduce barriers and improve their ability to obtain leadership roles within the organization.

3.0 Foster and Sustain Diversity and Inclusion: Implement diversity training and develop strategies for employee engagement

3.1 Toronto Community Housing will provide training to build awareness on diversity during onboarding and endeavor to conduct training on an annual basis.

1 Diverse professional networks include ethnic-media, community agencies such as March of Dimes, CNIB, and other community specific agencies.

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3.2 Toronto Community Housing will encourage and support employee network groups to further support diversity initiatives within the organization.

4.0 Reporting Requirements: Develop data for tracking and monitoring diversity initiatives.

3.1. Conduct voluntary workplace surveys to understand the workforce demographics and profile

3. 2 Toronto Community Housing will maintain confidential employment diversity databases restricted to authorized staff for the purpose of engaging in activities related to advancing diversity achievements.

Compliance and Monitoring Diversity Reviews

The Chief Executive Officer and Executive Leadership Team will ensure the principles guiding this policy are upheld. The Office of Diversity, Fairness and Human Rights will work collaboratively with divisional leads to incorporate diversity and inclusion in all aspects of the organizations.

Reporting

Toronto Community Housing staff will develop metrics on diversity and equity initiatives which will be reported yearly to the Executive Leadership Team.

Governing and Applicable Legislation • Accessibility for Ontarians with Disabilities Act, 2005, S.O. 2005, c. 11

• Accessibility Standards for Customer Service, O. Reg. 429/07 • Employment Standards Act, 2000, S.O. 2000, c. 41

• Human Rights Code, R.S.O. 1990, c. H. 19

Related Policies and Procedures

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Human Rights, Harassment and Fair Access Policy

Accessibility Policy

Commencement and Review

Revision Date Description of changes Approval

First approval:

2006 New unknown

Revision #1 [List change as major or minor and describe nature of change]

Last review:

Next Scheduled Review Date: June 2018

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Policy

Workplace Diversity May 2006

Policy Summary

1

This policy supports the Community Management Plan’s (CMP) focus on a Healthy Organization. It provides the basis for creating changes so that the TCHC workforce at all levels reflects the demographics of the tenant communities and the City of Toronto.

Introduction

TCHC believes a diverse workforce benefits everyone. It is a source of knowledge and strength. It is essential to the service we deliver. A diverse, healthy workforce includes people of different races, cultures, religions, age, Aboriginals, people with disabilities, women and those with different sexual orientation or identity – in all job levels.

This diversity policy is based on TCHC’s values outlined in the CMP:

fair and equitable treatment of staff and tenants

respect for the human rights and dignity of all members of the community

TCHC recognizes that certain groups of people experience barriers to employment and are underrepresented in the workforce. These groups include people with disabilities, racialized minorities, women and Aboriginals. We are mindful that other groups too, such as youth living in TCHC communities, face barriers to employment. TCHC is committed to removing barriers that these groups or any others experience either when seeking employment with TCHC or when working for TCHC.

Policy Statement The purpose of this Workplace Diversity Policy is to:

create a workforce that reflects the

demographics of tenant communities and the City of Toronto.

ensure balanced representation of priority groups at all levels of the organization

eliminate all barriers to recruitment, hiring,

promotion and retention

This Diversity Policy supports and works hand in hand with the Human Rights Code and TCHC’s Human Rights, Harassment and Fairness Policy which requires TCHC to protect all employees from discrimination.

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Attachment 2

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2

Commitments A person’s ability to learn and perform a job is

the basis for all TCHC’s hiring and promotion decisions.

TCHC will ensure that all employment systems are free of bias and considerations that are not relevant to job performance.

TCHC will set priority groups and numerical goals for

all job levels. TCHC will adjust the priority groups and goals as needed over time.

TCHC will put concrete measures in place to remove barriers and to increase the numbers of priority group members at different job levels.

Application of Policy

TCHC will implement a diversity plan that includes:

A workforce profile that provides information on the representation of different groups

Comparison against City of Toronto and

TCHC community census data

A review of employment policies and

practices to identify and eliminate barriers. This includes a review of Collective Agreements with labour partners.

Initiatives that include job readiness programs, targeted training opportunities and reasonable accommodation.

Training and other supports to existing

employees to develop their potential and prepare for new job opportunities.

Tools to track results and evaluate progress

Financial resources in a dedicated budget

Principles The following principles will be applied as we carry out the diversity plan:

Leadership by a Labour/Management partnership

Clear and open communication

Education that supports understanding of this policy

Accountability

TCHC will set accountabilities for staff at all levels to support this policy.

TCHC will monitor and report results internally to

its Board on a quarterly basis

TCHC will monitor and report results publicly on

an annual basis.

Policy Review

This policy will be reviewed in 18 months.

Applicable Legislation and Reference

Documents

The following legislation and reference documents apply to this policy:

TCHC Community Management Plan (CMP)

TCHC Human Rights, Harassment and Fair Access Policy

TCHC Accessibility Policy

Ontario Human Rights Code

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Update: City of Toronto review of Mayor’s Task Force report Item 13 June 10th, 2016 (Deferred from April 18th, 2016 GCHRCC meeting) Governance, Communications, Human Resources and Compensation Committee Report: GCHRCC:2016-10

To: Governance, Communications, Human Resources and Compensation Committee (GCHRCC)

From: President and Chief Executive Officer (Interim)

Date: April 12th, 2016

Corporate Goals:

Business Foundations: An empowered, skilled and engaged workforce

PURPOSE: This report provides the Committee with information about the work the City team reviewing the recommendations from the Mayor’s Task Force is doing and the support Toronto Community Housing Staff are providing. RECOMMENDATIONS: That this report be received for information and be considered when the Board meets with the City review team. REASONS FOR RECOMMENDATIONS:

Background

At the last Board meeting the Board approved a method of reporting on the City’s review of the Mayor’s Task Force recommendations which was that information about the recommendations would be presented to the committee that had that area in their mandate.

The Toronto Community Housing (TCHC) staff team meets weekly with the City review team and discusses the consultation and provides information based on requests. They have advised us that the focus of the first report to Council, scheduled for the June 28, 2016 Executive Committee meeting, will be on the five central ideas to be found in the executive summary of the Task Force’s final report on pages four and five. They have

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asked TCHC staff for information and we are providing that to them as available and appropriate. The questions that the review team provided to us in early March are in Attachment 1. This report lists the questions that relate to the mandate of the Committee.

The Executive Leadership Team is holding an all-day meeting on April 19 to establish their input to the five central ideas. We will provide that input to the Board after that session and to the review team when we meet with them.

At a meeting with the CEO and Deputy City Manager the City staff said that the April 28th meeting with the Executive Leadership Team and the May 11th meeting with the Board would be their opportunities for comment and input. They plan on providing the Board with the final version of the report before it becomes public but after it has been finalized.

City Review Team

The City Manager assigned responsibility for this work to the Deputy City Manager for Cluster “A”, Giuliana Carbone. The Deputy City Manager has assigned Chris Brillinger, Executive Director of Social Development, Finance and Administration, as the accountable staff lead. He has formed a review team consisting of Todd Orvitz, a Policy Development Officer from his team, and Margie Carlson, one of the staff people who supported the Task Force during its tenure.

Spring ‘Directions’ Report

The City review team has told us that the directions report will be looking at the five central ideas identified in the executive summary of the final report from the Mayor’s Task Force – Transformative Change for TCHC; A report from the Mayor’s Task Force on Toronto Community Housing.

The five central ideas are:

Transition to a new community-based non-profit housing corporation Create mixed-income communities Better buildings and more of them Decentralize operations/strengthen partnerships Reform the rent geared to income (RGI) system

The review team has also confirmed that the directions report will make recommendations in these areas about what work should be done to develop implementation recommendations, the criteria and outcomes that would drive those recommendations and who should be involved in the development of the recommendations.

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Consultations

The review team has arranged for eight public consultations sessions and we have advertised those sessions on our web site and in Housing Update. The first of those public consultations was held on April 11 at the Scarborough Civic Centre. The review team is also planning a consultation with supportive housing providers, the executive team at TCHC and the TCHC Board.

Specific Task Force Recommendations

The following recommendations fall within the scope of the GCHRCC Committee mandate. Below you will find the recommendations, related questions that TCHC staff have received from City staff, and a status summary of any work done and/or information provided to the City review team to date.

Recommendation 1: That the City facilitate TCHC’s transition to a community-based non-profit housing corporation, taking into consideration the two models outlined in this report.

Review team questions:

1. What are the legal, financial, labour, and operational impacts to transfer TCHC to a community-based non-profit?

2. What are the outcomes, drivers and challenges, in TCHC's view, of a portfolio rationalization? What is TCHC's opinion on how best (process) to accomplish this goal? What parties will participate in this process?

3. What are the current unions that TCHC is working with? 4. How many employees are approximately included within each of the

unions with which TCHC has a collective agreement? 5. What are the current terms of all existing collective agreements with

unions? 6. What are the current by-laws, articles, etc. that limit or contribute to a

potential change to the TCHC Board? 7. What are the risks and benefits to TCHC if the City were to divest control

in TCHC? 8. How would an increase in borrowing/debt limits affect TCHC? How would

this affect the quality of life of tenants? 9. What alternative frameworks for Board appointments has TCHC

considered? What are the risks/benefits of any such models? 10. What are the advantages and disadvantages of both the Manage Now and

Reform First option? 11. What are the financial or business impacts on TCHC's ability to secure (or

the need to guarantee) any loans?

Status summary: We have provided the review team with answers to questions 4, 5 and 6 along with the contact information for each union

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representative. We met with the City review team to discuss question 1 in greater detail, and to provide information regarding some of the potential impacts of a non-profit transition from the perspective of Management. We have provide the review team with copies of our by-laws and Shareholder Direction which answers question 6. The outcome of the April 19th ELT meeting will help us craft input to questions 2, 7, 8, 10 and 11. We have advised the review team that question 9, related to Board governance, should be reviewed with the Board.

Recommendation 3: That existing TCHC employees be given the opportunity to transfer to any new entities created by organizational re-structuring with appropriate consultations to be carried out with union representatives.

Review team questions:

Some of the same questions as those for Recommendation 1 apply. These would be: 1. What are the current unions that TCHC is working with? 2. How many employees are approximately included within each of the unions

with which TCHC has a collective agreement? 3. What are the current terms of all existing collective agreements with unions?

We have provided the review team with this information. This recommendation only comes into play if there are new corporate entities created either as a result of Recommendations #1 and #2 or through some other method.

Recommendation 4: The Corporate Board of Directors of TCHC/New/Home, should be reduced to 7-9 citizen members and should be more appropriately compensated for their commitment and adequately supported.

Review team questions:

1. What are the current by-laws, articles, etc. that limit or contribute to a potential change to the TCHC Board?

2. What alternative frameworks for Board appointments has TCHC considered? What are the risks/benefits of any such models?

We have provided the review team with copies of the by-laws and the Shareholder Direction.

In our meeting with the review team on April 11 we discussed alternative methods to achieve the outcome of “continued public accountability for matters of true public interest and with greater clarity of the relationship between the City and the Board”. These included having a Board made up of only citizen members as identified in this recommendation and revising the Shareholder

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Direction to create a two stage process for Council decisions before they become direction for the company.

This is an area where the Governance Committee and the Board should be providing the City review team with advice when they meet.

IMPLICATIONS AND RISKS: The City process to review the Mayor’s Task Force report is highly likely to have transformative impacts on Toronto Community Housing in the medium and long term. In the short term, our 2016 workplan is relatively unaffected, with the exception of devoting some staff resources to supporting the City’s process. As this is an externally led process, there is a risk that the outcomes may not reflect a full understanding of the organization and its staff and residents. We are mitigating this risk by providing information and advice to City staff, particularly regarding consultation of residents and staff. SIGNATURE:

“Greg Sprean”

Greg Spearn President and Chief Executive Officer (Interim) ATTACHMENT:

1. Questions from the City review team

STAFF CONTACT: Hugh Lawson, Director Strategic Planning and Stakeholder Relations 416-981-4216 [email protected]

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Attachment 1: Questions from the City review team Page 1 of 3

Five Big Ideas Questions to be answered

Transition to a new community-based non-profit housing corporation

What are the legal, financial, labour, and operational impacts to transfer TCHC to a community-based non-profit? What are the outcomes, drivers and challenges, in TCHC's view, of a portfolio rationalization? What is TCHC's opinion on how best (process) to accomplish this goal? What parties will participate in this process?

What are the current unions that TCHC is working with? How many employees are approximately included within each of the unions with which TCHC has a collective agreement? What are the current terms of all existing collective agreements with unions What are the current by-laws, articles, etc. that limit or contribute to a potential change to the TCHC Board? What are the risks and benefits to TCHC if the City were to divest control in TCHC? How would an increase in borrowing/debt limits affect TCHC? How would this affect the quality of life of tenants? What alternative frameworks for Board appointments has TCHC considered? What are the risks/benefits of any such models? What are the advantages and disadvantages of both the Manage Now and Reform First option? What are the financial or business impacts on TCHC's ability to secure (or the need to guarantee) any loans?

Create mixed-income communities

Are the assumptions underlying the proposed financial/operating model realistic? If not, are there adjustments that could be made to achieve the desired outcomes? E.g. How long will it take to get to a 70/30% mix and what factors need to be taken into consideration to get there? What alternatives are available to address the $60M funding gap brought about by the social housing social assistance rent scales? What options are available to address the outdated utility allowances under the HSA?

Item 13 - Update: City of Toronto review of Mayor's Task Force Report GCHRCC June 10, 2016 Meeting

Report:GCHRCC:2016-10

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Attachment 1: Questions from the City review team Page 2 of 3

Five Big Ideas Questions to be answered Are there any buildings/geographic regions where an income mix is not feasible? Are there any policies reasons that limit TCHC's ability to implement an income mix (70/30)? What are the social outcomes achieved by income mixing? Is this grounded in existing community service models? Is 70/30% the best mix? What is the minimal ratio necessary to make the finances work? What are options for improving tenant conservation and for reducing TCHC's energy consumption? What are the community services that TCHC is offering that are well justified for them to continue to provide? What community services are achieving high performance outcomes? What metrics does TCHC use to evaluate client well-being?

Better buildings and more of them

What are the timelines, costs and assumptions around new buildings and revitalizations? What sites has TCHC identified for future development? Revitalization? Reset? Does TCHC have any performance measures in place to evaluate its asset management work?

Decentralize operations/strengthen partnerships

What are the legal, financial, labour and operational implications of moving to a decentralized model? How does the new Tenant Refresh model support client well-being? Are there performance measures in place to track this? What opportunities exist to introduce on-site or community hubs in TCHC properties?

Reform the rent geared-to-income (RGI) system

What are the benefits/challenges to TCHC should the Service Manager be responsible for RGI Calculations?

Follow-up from Interim Report

What reporting mechanisms need to be in place to ensure Action Plan items are addressed? What opportunities exist to enhance afterhours support and further training for staff working with vulnerable tenants?

Item 13 - Update: City of Toronto review of Mayor's Task Force Report GCHRCC June 10, 2016 Meeting

Report:GCHRCC:2016-10

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Attachment 1: Questions from the City review team Page 3 of 3

Five Big Ideas Questions to be answered Do the suggested mandate changes to the OCHE make sense and who should recommend those changes? What does TCHC need to do to review and revise policy of Evictions for Cause? What is the status of current private sector management contracts and can their content be changed as per TF suggestions?

Item 13 - Update: City of Toronto review of Mayor's Task Force Report GCHRCC June 10, 2016 Meeting

Report:GCHRCC:2016-10