Item - 2021.EX25.12

The Executive Committee recommends that:

1. City Council treat that portion of the City Council meeting at which the report (June 21, 2021) from the City Manager and the Chief Financial Officer and Treasurer is considered as the Annual General Meeting of the Shareholder for Toronto Community Housing Corporation by:

a. receiving the Letter to the Shareholder from the Toronto Community Housing Corporation's Chair of the Board of Directors and President and Chief Executive Officer dated April 30, 2021 transmitting the "Toronto Community Housing Corporation 2020 Annual Report, "Additional Information" (including Executive Compensation Disclosure), the "2020-2021 Strategic Priorities", and the "2019-2022 Strategic Plan", forming Attachments 1 and 2 to the report (June 21, 2021) from the City Manager and the Chief Financial Officer and Treasurer;

b. receiving the "Toronto Community Housing Corporation 2020 Audited Consolidated Financial Statements", forming Attachment 3 to the report (June 21, 2021) from the City Manager and the Chief Financial Officer and Treasurer;

c. appointing KPMG LLP as the Auditor of Toronto Community Housing Corporation for fiscal year 2021, and authorizing the Board of Directors of Toronto Community Housing Corporation to set the fee of the Auditor; and

d. receiving the Toronto Community Housing Corporation's executive compensation disclosure included in "Additional Information" of Attachment 1 to the report (June 21, 2021) from the City Manager and the Chief Financial Officer and Treasurer.

2. City Council receive the "Toronto Community Housing Corporation 2020 Financial Impacts of COVID-19 ", forming Attachment 4 to the report (June 21, 2021) from the City Manager and the Chief Financial Officer and Treasurer.

3. City Council direct the City Clerk to forward a copy of the "Toronto Community Housing Corporation 2020 Audited Consolidated Financial Statements", forming Attachment 3 to the report (June 21, 2021) from the City Manager and the Chief Financial Officer and Treasurer, to the Audit Committee for information.

4. City Council amend Section 6.1, Composition of the Board, of the Updated Shareholder Direction for the Toronto Community Housing Corporation in Attachment 5 to the report (June 21, 2021) from the City Manager and the Chief Financial Officer and Treasurer to add one public member to the Board of Directors as a Tenant representative, so that the composition of the Toronto Community Housing Corporation Board of Directors will be 13 members composed of:

a. 10 public members, 3 of whom shall be Tenants; and

b. 3 Members of Council, one of whom shall be the Mayor or the Mayor's designate, as appointed by City Council.

5. City Council, as Shareholder, approve the shareholder direction to the Toronto Community Housing Corporation attached as Attachment 5 to the report (June 21, 2021) from the City Manager and the Chief Financial Officer and Treasurer, as amended by Part 4 above, subject to such editorial amendments as may be required to satisfy the City Solicitor and authorize the Deputy City Manager, Community and Social Services to sign such direction on behalf of the City.

This report transmits materials submitted by the Board of Directors of Toronto Community Housing Corporation (TCHC) to the City and recommends the actions necessary to comply with the requirements of the Business Corporations Act, Ontario (OBCA) for holding the Annual General Meeting of the Shareholder of TCHC, including receipt of its Annual Report and Audited Consolidated Financial Statements (Statements) for 2020 and appointment of the auditor for 2021.

TCHC's 2020 Statements were audited by KPMG LLP and received an unqualified opinion stating that the financial statements present fairly, in all material respects, the financial position of the TCHC as at December 31, 2020, and its results of operations for the year then ended in accordance with Canadian public sector accounting standards. Limited review and analysis was performed by City staff.

The report also responds to City Council's request to report the impact of COVID19 on the 2020 financial statements as well as any modifications to programs and initiatives to address the pandemic, as well as reports on individual compensation of executive officers as requested by the Shareholder.

Finally, this report provides an updated Shareholder Direction to TCHC as directed, and to reflect prior Council decisions and priorities.

I am writing in relation to the above noted matter, at the direction of the Board of Directors of Toronto Community Housing Corporation (the "Board") following its meeting of June 15, 2021.

At that meeting, the Board directed staff to request that City Council consider, in the context of its current review of its Shareholder Direction to TCHC (the "Shareholder Direction"), the following amendment to Section 6.1:

6.1 Composition of the Board

The Board will be composed of 12 13 Directors, comprised of 9 10 Public Members, 2 3 of whom shall be Tenants, and 3 members of Council, one of whom shall be the Mayor or the Mayor’s designate, as appointed by Council.

and initiate corresponding amendments to other sections of the Shareholder Direction in light of this change.

In December 2018, City Council reduced, by one, the appointment of Council Members to the Board and amended the Shareholder Direction. The effect of this decision was to reduce the size of the Board, from 13 to 12. In light of the City’s direction, as reflected in the current amendments proposed to the Shareholder Direction, that TCHC should work from a Tenant-centred perspective, the Board is requesting that Council consider returning the Board to its original 13 member complement with the addition of a Public Member who, because they are a TCHC Tenant, can better inform the Board’s understanding of that perspective.

Based on my discussions with City staff, I understand that a review of the size of the Board did not fall within the scope of their review of the City’s Shareholder Direction in connection with this matter. As a result, I appreciate that the Board’s request in this regard should be presented as a request to amend the size of the Board of Directors, as described above, which, if approved, would result in a corresponding amendment to the Shareholder Direction. I would submit that this is consistent with the Board’s request, as described above.