Item - 2026.CT21.12

The Chair recommends that the Board of Directors of TO Live:

1. Dissolve the Environmental, Social and Governance Committee and transfer its responsibilities to the Human Resources and Stakeholder Relations Committee.

2. Receive the resignation of Brian Astl from the Human Resources and Stakeholder Relations Committee.

3. Appoint Carole Beaulieu, Clair Hopkinson and Wasifa Noshin to the Finance and Audit Committee. 

4. Appoint Sammy Lau, Councillor Chris Moise and Laura Wu to the Human Resources and Stakeholder Relations Committee.

I would like to propose two governance changes for Board consideration at its September 10, 2026 meeting.

1. Dissolution of the Environmental, Social and Governance Committee

Very few matters have come forward through the Environmental, Social and Governance Committee, and as a result its meetings have frequently been cancelled. Maintaining a separate committee also draws membership away from the Board's other committees, where quorum has become difficult to achieve. Given this, I would like to dissolve the Environmental, Social and Governance Committee and transfer its responsibilities to the Human Resources and Stakeholder Relations Committee.

Recommendation:

That the Board of Directors of TO Live approve the dissolution of the Environmental, Social, and Governance Committee and that its responsibilities be assumed by the Human Resources and Stakeholder Relations Committee, effective immediately upon approval.

2. Appointment of Members to Committees

With the dissolution of the Environmental, Social, and Governance Committee, its members should have the opportunity to serve on the remaining committees, and newly appointed Board members will also require committee assignments. In addition, as I now carry the responsibilities of Board Chair, I will be stepping down as a member of the Human Resources and Stakeholder Relations Committee, which I chaired prior to my appointment as Board Chair.

The Board is therefore being asked to confirm the composition of its two standing committees as follows.

Finance and Audit Committee

- Michael Herrera (Chair)

- Lily Cheng (Councillor)

- Brett Hendrie

- Wasifa Noshin

- Carole Beaulieu

- Claire Hopkinson

Human Resources and Stakeholder Relations Committee

- Robyn Citizen (Chair)

- Paula Fletcher (Councillor)

- Chris Moise (Councillor)

- Sun Young Yoon

- Sammy Lau

- Laura Wu

Recommendation:

That the Board of Directors of TO Live receive the resignation of Brian Astl as a member of the Human Resources and Stakeholder Relations Committee and that the members of the Finance Committee and the Human Resources and Stakeholder Relations Committee be appointed as set out above, effective immediately upon approval.