Minutes Confirmed on February 9, 2017

The Board of Directors of the Toronto Atmospheric Fund received the item for information.

Welcome and Introductions by the Chair of the Board of Directors of the Toronto Atmospheric Fund.

The Board of Directors of the Toronto Atmospheric Fund received the item for information.

The Chief Executive Officer gave an overview of the report (November 24, 2016) from the Chief Executive Officer, Toronto Atmospheric Fund.

This report provides an update on Toronto Atmospheric Fund initiatives with regard to Governance and Organizational Matters and Strategic Programs.

The Board of Directors of the Toronto Atmospheric Fund:

1.  Requested the City Manager to submit the Toronto Atmospheric Fund Board request to City Council to re-establish the Board of Directors of the Toronto Atmospheric Fund composition as 11 members, of which seven (7) are citizens and four (4) are Councillors, one of which is the Mayor's designate appointed by the Mayor.

The Board of Directors of the Toronto Atmospheric Fund has traditionally been comprised of eleven (11) members: seven (7) citizens and four (4) Councillors, one of which is the Mayor's designate. In April 2011, a Council decision modified the Board composition of a range of City agencies, adding the Mayor or Mayor's designate appointed by the Mayor in addition to the usual number of Councillors.

(http://app.toronto.ca/tmmis/viewAgendaItemHistory.do?item=2011.EX4.7).

Subsequent appointments resulted in Toronto Atmospheric Fund's Board membership being increased to twelve (12) members. In keeping with best practice of having an odd number of Board members, it is recommended that Toronto Atmospheric Fund seek Council's approval to revert to the traditional number and composition.

The Board of Directors of the Toronto Atmospheric Fund:

1.  Directed that the designated signing officers from the Board of Directors of the Toronto Atmospheric Fund include the Chair, the Vice-Chair, the Treasurer and the Secretary, retroactive to December 5, 2011.

The purpose of this action item is to revise the Board signatories for Toronto Atmospheric Fund cheques and financial institution agreements to include the Chair, Vice-Chair, Treasurer and Secretary; the only change being replacing "Past Chair" with "Vice Chair". There are no changes to the signing authority process or limits established by the Board of Directors of the Toronto Atmospheric Fund in 2011, or to established signing authorities requiring the signature of the City's Chief Financial Officer.

The Board of Directors of the Toronto Atmospheric Fund received the item for information.

The unaudited financial results for year-to-date 2016 are compared to the approved budget for the corresponding 9 month period.

The Board of Directors of the Toronto Atmospheric Fund:

1.  Approved Toronto Atmospheric Fund's 2017 Operating Budget with total expenditures of $3.7 million which includes adding two core positions during fiscal 2017.

Toronto Atmospheric Fund's draft 2017 Operating Budget is attached for Board approval. The new $17 million provincial endowment was received in November 2016 and thus the proposed budget reflects a significant change as Greater Toronto and Hamilton Area (GTHA)-wide programming is developed and phased into Toronto Atmospheric Fund operations during 2017. While operations will be integrated, Toronto Atmospheric Fund is implementing separate fund accounting to enable tracking and reporting of each fund's performance and expenditures. For information purposes, the income and expense for Toronto and Ontario endowments are shown separately. The consolidated draft Toronto Atmospheric Fund 2017 Operating Budget is submitted for Board approval. Toronto Atmospheric Fund has submitted this draft 2017 Operating Budget to the City for review and approval which reflects a net zero impact on the City's Operating Budget.

The Board of Directors of the Toronto Atmospheric Fund received the item for information.

Draft Minutes of the Investment Committee meeting held on November 17, 2016 for information.

The Board of Directors of the Toronto Atmospheric Fund:

1.  Adopted the recommendations in Confidential Attachment 1 to the report (November 24, 2016) from the Vice President, Impact Investing.

2.  Directed that Confidential Attachment 1 to the report (November 24, 2016) from the Vice President, Impact Investing remain confidential in its entirety, as it involves the security of property belonging to the City or one of its agencies or corporations.

The Board of Directors of the Toronto Atmospheric Fund recessed its public meeting to meet in closed session to consider the item as it pertains to the security of the property of the municipality or local board.

The Investment Committee is recommending a private equity investment of $500,000. This is compliant with Toronto Atmospheric Fund's Statement of Investment Objectives and Principles (SIOP), which allows Toronto Atmospheric Fund to invest up 5 percent of the Net Asset Value in pooled or third party portfolios of private equities which are comprised of companies that help address climate change and air quality issues and avoid exposure to companies whose share value may be at risk from climate change.

The Board of Directors of the Toronto Atmospheric Fund:

1.  Directed to initially invest the Ontario endowment fund in Fixed Income with Toronto Atmospheric Fund's current manager (TDAM).

2.  Adopted the recommendations in Confidential Attachment 1 to the report (November 24, 2016) from the Chief Executive Office, Toronto Atmospheric Fund.

3.  Directed that Confidential Attachment 1 to the report (November 24, 2016) from the Chief Executive Office, Toronto Atmospheric Fund remain confidential in its entirety, as it involves the security of property belonging to the City or one of its agencies or corporations.

4.  Directed the Investment Committee and third-party investment advisor, Proteus Performance Management, to guide and monitor the phased deployment of the Ontario endowment and alignment with the Toronto endowment, ensuring compliance with all relevant policies.

5.  Directed staff to support implementation of these recommendations in keeping with relevant policies and requirements.

The Board of Directors of the Toronto Atmospheric Fund recessed its public meeting to meet in closed session to consider the item as it pertains to the security of the property of the municipality or local board.

Toronto Atmospheric Fund (TAF) has received a new $17 million endowment from the Province of Ontario. Toronto Atmospheric Fund's current governance, operation policies and practices will guide the implementation of this new endowment. Specifically, Toronto Atmospheric Fund's current, and any subsequent Statement of Investment Principles and Objectives (SIOP) developed and recommended by Toronto Atmospheric Fund's Investment Committee, and approved by Toronto Atmospheric Fund's Board and Council, will apply to both the Toronto (TO) and Ontario (ON) endowments. The current and any subsequent Relationship Framework will similarly apply. To maintain accountability and traceability, separate fund accounting will be used, with separate investment accounts for each fund. However, the aim is to have integrated operation and reporting. Toronto Atmospheric Fund's Investment Committee is providing an outline of their deployment strategy for the Ontario endowment and recommends initial deployment of the funds into fixed income and hiring two additional money managers.

The Board of Directors of the Toronto Atmospheric Fund received the item for information.

Draft minutes of the Grants and Programs Committee meeting held on November 16, 2016 for information.

The Board of Directors of the Toronto Atmospheric Fund:

1.  Approved the following grant requests:

a.  Up to $31,629 over four months to the Ontario Association of Architects to develop a tool that will automate the harvesting, reporting and aggregation of data available in energy models, to inform the design processes of new buildings and enable the tracking and analysis of performance trends across all new buildings.

b.  Up to $300,000 over two years to Environmental Defence to ensure effective implementation of the Climate Change Action Plan and promote its political durability.

2.  Declined the following grant requests:

a.  Up to $47,500 over six months to the Canadian Urban Institute.

b.  Up to $258,000 over 30 months to Faith and the Common Good.

3.  Approved the following internal project allocations:

a.  Up to $73,750 over two years to build internal capacity and develop new financing structures that support impact investing with excellence as Toronto Atmospheric Fund's direct investment portfolio grows and diversifies.

b.  Up to $35,000 over six months to coordinate an approach to mobilizing public and private capital for energy efficiency as part of the developing green bank concepts at the provincial and federal levels.

4.  Supported the Chief Executive Officer-approved internal project allocation for $3,000 over one month to cover costs related to development of a new organization focused on advance climate risk management practices among pension funds.

The Toronto Atmospheric Fund Grants and Programs Committee met on November 16, 2016 and recommended that the Board approve two grants with a combined value of up to $331,629 and allocations to two internal projects.

The Board of Directors of the Toronto Atmospheric Fund:

1.  Approved the following 2017 Board meeting dates:

Thursday February 9, 2017 - 9:30 a.m. - 12:30 p.m.

Friday, April 21, 2017 - 9:30 a.m. - 12:30 p.m.

Thursday, June 29, 2017 - 9:30 a.m. - 12:30 p.m.

Wednesday, September 27, 2017 - 9:30 a.m. - 12:30 p.m.

Thursday December 14, 2017 - 9:30 a.m. - 12:30 p.m. 

Five meeting dates are proposed for 2017. The date in April would be Toronto Atmospheric Fund's Annual General Meeting.

The Board of Directors of the Toronto Atmospheric Fund received the item for information.

We have documented Toronto Atmospheric Fund's Greenhouse Gas (GHG) quantification methodology as required by the Provincial Transfer Payment Agreement. This document reflects Toronto Atmospheric Fund's current practice, and is included as Attachment 1 for the Board of Directors of the Toronto Atmospheric Fund's information.

Announcement

The Chair, Board of Directors of the Toronto Atmospheric Fund thanked the departing Board members Councillor Sarah Doucette and Councillor Justin Di Ciano for their dedication and contributions to the Board of Directors of the Toronto Atmospheric Fund.

Also Present - Non-Members:

Julia Langer, Chief Executive Officer, Toronto Atmospheric Fund
Mary Pickering, Vice President, Programs and Partnerships, Toronto Atmospheric Fund
Tim Stoate, Vice President, Impact Investing, Toronto Atmospheric Fund

Richard Rysak, Director, Finance, Toronto Atmospheric Fund

Cliff Goldfarb, Solicitor, Gardiner Roberts LLP

Edgar Hielema, Partner, Gardiner Roberts LLP

Jimmy Lu, Greenhouse Gas (GHG) Quantification Manager, Toronto Atmospheric Fund