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September 13, 2001
Toronto Council Joint Committees to consider report on Social Housing Shareholder Direction
A joint meeting on September 20, 2001, of the Policy and Finance and Community
Services Committees will consider the report of the CAO and City Solicitor
recommending a Shareholder Direction for the new Toronto Community Housing
Corporation (TCHC).

The Shareholder Direction provides an instruction to the Board of Directors
from City Council and sets out how the TCHC will be accountable to the City.

"This Shareholder Direction is unique. It balances the interests of the City,
tenants, staff and community stakeholders. Through this direction, the Board is
responsible for operating the new corporation in a manner that meets the City's
objectives to provide quality, affordable housing in our communities through
the Shareholder Direction. Tenants will have a strong voice in the TCHC,"
stated Brad Duguid, Chair of the Community Services Committee.

Tenants, unions and non-bargaining unit staff of both the Toronto Housing
Company and the Metro Toronto Housing Corporation and community agencies were
consulted in the development of the Direction. Over 125 persons attended
meetings and provided written comments.

"This was a unique process in which we heard directly from those who will be
part of the new TCHC community. Groups and individuals made the effort to
attend meetings and provide us with high quality input and constructive
comments. I wish to thank all those who chose to assist in this process."
commented Shirley Hoy, Acting Chief Administrative Officer.

Following discussion of the Shareholder Direction at the joint committee
meeting, the direction will be forwarded to the October 2 - 4 City Council
meeting. The Striking Committee and the Nominating Committee will make
recommendations about the appointments of directors to the new TCHC Board at
the same Council meeting.

The Toronto Community Housing Corporation is the City-owned social housing
corporation. It is being created through the integration of the Toronto Housing
Company and the Metro Toronto Housing Corporation. The new company will be home
to nearly 125,000 Torontonians.

Toronto Community Housing Corporation Shareholder Direction at a

Instrument through which Council provides instructions to the TCHC Board on the
City's expectations for the TCHC, principles to be followed in the conduct of
business, governance and accountability.

Provide a high-level definition of what the City expects of the TCHC - it will
provide quality, affordable housing; tenants will have opportunities to
participate in decision-making.

Principles govern how the TCHC does business - it will be an accountable
organization; provide quality services; have due regard for the role of
Councillors representing their constituents; will consult with tenants on
matters that impact on levels of service and service standards.

Business of TCHC:
The primary mandate of TCHC is to provide affordable housing - it will own and
operate this housing, and it may engage in ancillary activities to support this

City Council appoints a 13-member Board, composed of four Councillors and nine
citizens will govern TCHC, two of whom must be tenants of TCHC. Council names
the Board Chair. The Board is responsible to oversee the management of the
TCHC, and is liable for the actions of TCHC and staff.

Shareholder approvals:
The TCHC Board must obtain Shareholder approval for certain decisions. Some of
these are set out in the Ontario Business Corporations Act (e.g. sell or
otherwise dispose of a substantial portion of its assets). Others are set by
this Direction - incurring debt which would have the effect of increasing City
subsidy costs; selling housing assets; redeveloping sites; changing the
composition of the Board.

TCHC will submit a comprehensive annual business plan - the Community
Management Plan, and through a detailed annual report, in which all of the
operations of TCHC are reported. TCHC is also required to provide detailed
program level reporting to the City in its capacity as a program administrator.

Specific directions:
TCHC will undertake to expeditiously develop certain policies including
eviction prevention and a complaint process for tenants. TCHC will also develop
employment policies, recognizing that it is a public sector employer, and
should be a model in the community.

Successor rights:
Under the Ontario Labour Relations Act, TCHC will be a successor employer. Upon
the transfer of THC, TCHC will be bound by the collective agreements as if it
had been a party thereto, until the Labour Relations Board declares otherwise.

Questions and Answers

1. What is the Toronto Community Housing Corporation (TCHC)?
TCHC is a City-owned social housing corporation. TCHC will include the assets
and operations of both the Toronto Housing Company (THC) and Metro Toronto
Housing Corporation (MTHC). THC assets have always been municipally owned. MTHC
was transferred from provincial ownership to the City, as part of the
downloading of social housing responsibilities to the City.

2. When was the TCHC created?
At its June 26-28, 2001, meeting Council decided:
- to create TCHC by renaming MTHC and appointing a new Board
- to transfer THC assets and operations to TCHC
- that TCHC should operate as an arm's length corporation, accountable to the
- request the CAO and City Solicitor develop a Shareholder Direction

3. Who owns the TCHC?
TCHC is a share capital corporation pursuant to the Ontario Business
Corporations Act. The City of Toronto is the sole shareholder of the
corporation. The City may not be sell or transfer its share without the
permission of the Minister, Municipal Affairs and Housing.

4. What is TCHC's relationship to City Council?
TCHC will employ its own staff, be responsible for the management of its
housing portfolio, making all policy and operational decisions. Council as the
owner can give TCHC directions, and request it follow certain principles in the
conduct of its business.

TCHC is an Ontario Business Corporation, and consequently the Board is liable
for the corporation as a whole, including the actions of staff. This
relationship clearly establishes the Board as being responsible and as the
employer of staff.

TCHC is a housing provider under provincial and federal housing programs. The
City has been designated as a program administrator.

TCHC will be subject to benchmarks and regulations that the City, as Program
Administrator is required to enforce. TCHC will also be compared to, and
required to operate within the range of costs and other program parameters that
all other housing providers are subject to. The Board must have the
independence and ability to manage as it sees best to operate under the program
restrictions. This means that the Board will negotiate collective agreements
that meet its operational requirements, and can determine management models
that allow TCHC to meet the program parameters.

In managing the TCHC, the Board must meet the requirements set forth in the
Shareholder Direction.

5. How will TCHC be governed?
The City will appoint a 13-member Board of Directors, and name a Chair among
these Directors. The composition includes four Councillors and nine citizens.
Two Directors must be tenants of TCHC.

6. Who names the Board?
Under the Ontario Business Corporations Act, Directors are named by the
shareholder - the City Council. The Striking Committee will report on the names
of Councillors, and the Nominating Committee on the names of citizens. Tenants
have developed a process to bring forward the names of two tenants to
Nominating Committee.

7. When will we know who is on the Board?
The Striking Committee and the Nominating Committee will make recommendations
to the October 2-4, 2001 Council meeting.

8. What is a Shareholder Direction?
The purpose of the Shareholder Direction is to give the TCHC Board of Directors
instructions on governance, accountability and on the City's expectations for
the housing corporation, in the form of stated objectives and principles to be
followed in doing business.

Under the OBCA, the City may issue a Direction of this kind to any corporation
of which it is the shareholder.

9. How will TCHC be accountable to the City?
Under the terms of this Direction TCHC is required to develop an annual
three-year rolling plan - the Community Management Plan. This Plan is brought
forward to Council, and identifies key financial and non-financial issues,
financial projections, strategies in response to these issues, and any plans
for redevelopment of housing sites.

TCHC is also required to submit a comprehensive annual report on results (that
it is achieving) and any variances from its plans.

TCHC is also subject to the Social Housing Reform Act and regulations under
this Act. TCHC will be required to provide detailed reports to the City as part
of housing program rules.

10. How will tenants participate in TCHC?
TCHC tenants are to develop a tenant participation system, and bring this
system forward to the Board for its consideration. The system is to allow for
participation in decision-making at the local and corporate level, and ensure
local accountability between TCHC and communities.

Tenants also participate on the Board.

11. Can TCHC sell its properties?
TCHC must seek City approvals for the sale of any properties that are used for
housing, or that could be used for housing. TCHC must also seek City approvals
for the redevelopment of any properties, and any material change in rent geared
to income units.

12. Can TCHC reduce the number of rent-geared-to-income units?
No. The Social Housing Reform Act does not permit a reduction in the number of
rent geared to income units. TCHC will be held to having a prescribed number of
rent-geared-to-income units by both housing program agreements and an Operating
Agreement to be signed with the Commissioner, Community and Neighbourhood

13. What is an Operating Agreement?
The Shareholder Direction sets out the requirement for TCHC and the City, in
its role as Program Administrator, to enter into an agreement. This agreement
will establish how subsidies will flow to TCHC, how programs will be
administered, and what functions the City will request TCHC to take on that are
not part of the housing program requirements. This may include income testing
for applicants and tenants and management of the central waiting list for
social housing.

14. How long will it take to develop TCHC policies, such as those on fair wages
for contractors and eviction prevention?
The TCHC Board will requested by the CAO to develop some of these policies as
quickly as possible. In some cases, it can be expected that policies will be
developed within weeks of the Board appointment. Others will take more time.
This will allow for stakeholder consultations. Policies can be put in place as
soon as they are ready.

The Shareholder Direction requires that these policies be in place as soon as
possible, and be reported on to Council within one year.

15. What business activities will the TCHC be involved in?
The TCHC is in the business of owning, renting and managing affordable housing.
TCHC may become involved in related activities, such as renting signage space,
rooftop locations for antennae and operating coin laundry machines. All
additional revenues must to be used for housing purposes.

16. Why would TCHC have subsidiaries?
TCHC will own subsidiary corporations. Some of these are inherited from THC and
were joint ventures with private developers under social housing programs. In
other cases, subsidiaries may be the most appropriate vehicle to use where TCHC
wants to develop a shared service with other non-profit organizations. A
subsidiary could also be used to operate the Toronto Social Housing Connections
- this would allow members from the community and applicant representatives to
sit on the Board and participate in decision-making.

All TCHC subsidiaries will be required to have a Shareholder Direction that is
consistent with the TCHC Direction from the City. When a subsidiary is created,
this must be reported as soon as possible to the City.

17. Can TCHC transfer its assets to a subsidiary corporation?
No. TCHC is restricted under the Ontario Business Corporations Act from
transferring its assets to another company, or changing the ownership structure
of the Corporation without Shareholder approval.

18. Will TCHC be a "successor employer"?
Yes. Under the Ontario Labour Relations Act, the transfer of THC to TCHC
constitutes a "sale of business", and this means that TCHC will be bound by the
collective agreements that are in place in THC. These agreements can only be
changed through negotiations of new agreements.

Toronto Community Housing Corporation
The Toronto Community Housing Corporation (TCHC) is a City-owned social housing
corporation, incorporated under the Ontario Business Corporations Act.

TCHC will have a 13-member Board of Directors comprising:
- Four City Councillors, one of whom is the Mayor or Mayor's designate
- Nine citizens, two of whom are tenants

57,500 units of which
- 53,200 are Rent-Geared-to-Income Units
- 4,300 are Market Rent Units

There are also 2,500 Rent Supplement units.

There are 351 + scattered sites

There are 164,000 tenants, of which:
- 36 per cent are Seniors
- 26 per cent are Adult
- 38 per cent are families

There are 1,578 employees, of which:
- 160 are CUPE 79
- 336 are CUPE 416
- 391 are CUPE 767 (416)
- 265 are OPSEU Administrative
- 103 are OPSEU Security
- 27 are Trades
- 65 are Non-bargaining unit
- 296 are Management, excluded

Budget is $546 (Millions), of which:
- $248 is Rent
- $29 is Other
- $269 is Subsidy

City Portion of Subsidy: $94

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