Minutes Confirmed on June 29, 2017

Board of Directors of the Toronto Atmospheric Fund

Meeting No.:
15
Contact:
Jennifer Lin, Committee Secretary
Meeting Date:
Friday, April 21, 2017

Phone:
416-392-4666
Start Time:
9:30 AM
E-mail:
jlin@toronto.ca
Location:
Committee Room 1, City Hall
Chair:
Sandra Odendahl

TA15.1 - Welcome and Introductions

Decision Type:
Information
Status:
Received

Board Decision

The Board of Directors of the Toronto Atmospheric Fund:

 

1.  Received the item for information.

Summary

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

Motions

1 - Motion to Receive Item moved by Rob Roberti (Carried)

That the item be received for information.

TA15.2 - Draft 2016 Audited Consolidated Financial Statements

Decision Type:
ACTION
Status:
Adopted

Board Decision

The Board of Directors of the Toronto Atmospheric Fund:

 

1.  Approved the 2016 Audited Consolidated Financial Statements.

Origin

(April 20, 2017) Report from the Director of Finance

Summary

Draft 2016 Audited Consolidated Financial Statements have been prepared by Welch LLP and, along with their Report to the Board of Directors of the Toronto Atmospheric Fund, are attached for Board review.

 

Please note that auditors have qualified their audit opinion (page 2 of Attachment #1 - the Draft Financial Statements) due to the disclosure method of one direct investment which does not comply with the accounting standards under which Toronto Atmospheric Fund (TAF) reports. This is the first item covered below in the Balance Sheet section.

Background Information

(April 20, 2017) Report from the Director of Finance on Draft 2016 Audited Consolidated Financial Statements
https://www.toronto.ca/legdocs/mmis/2017/ta/bgrd/backgroundfile-103140.pdf
Attachment 1 - Draft Consolidated Financial Statements for Toronto Atmospheric Fund for the year ended December 31, 2016
https://www.toronto.ca/legdocs/mmis/2017/ta/bgrd/backgroundfile-103141.pdf
Attachment 2 - Draft Auditors' Report to the Board of Directors
https://www.toronto.ca/legdocs/mmis/2017/ta/bgrd/backgroundfile-103142.pdf
(April 7, 2017) Report from the Director of Finance on 2016 Audited Consolidated Financial Statements - Notice of Pending Report
https://www.toronto.ca/legdocs/mmis/2017/ta/bgrd/backgroundfile-102749.pdf

Motions

1 - Motion to Adopt Item moved by Councillor Mike Layton (Carried)

TA15.3 - Chief Executive Officer's Report

Decision Type:
Information
Status:
Received

Board Decision

The Board of Directors of the Toronto Atmospheric Fund:

 

1.  Received the item for information.

Decision Advice and Other Information

The Vice President, Programs and Partnerships, Toronto Atmospheric Fund gave an overview of the report (April 7, 2017) from the Chief Executive Officer, Toronto Atmospheric Fund.

Origin

(April 7, 2017) Report from the Chief Executive Officer

Summary

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

Background Information

(April 7, 2017) Report from the Chief Executive Officer on Chief Executive Officer's Report
https://www.toronto.ca/legdocs/mmis/2017/ta/bgrd/backgroundfile-102751.pdf

Motions

1 - Motion to Receive Item moved by Rob Roberti (Carried)

That the item be received for information.

TA15.4 - Update on TransformTO

Decision Type:
Presentation
Status:
Amended

Board Decision

The Board of Directors of the Toronto Atmospheric Fund:

 

1.  Directed Toronto Atmospheric Fund staff to consider the new TransformTO plan in the preparation of the next business plan to ensure alignment and the optimization of opportunities as they arise.

Decision Advice and Other Information

The Vice President, Programs and Partnerships, Toronto Atmospheric Fund gave a presentation on TransformTO - Climate Action for a Healthy, Equitable, Prosperous Toronto.

Summary

Mary Pickering, Vice President, Programs and Partnerships will give a presentation to the Board on Update on TransformTO.

Background Information

(April 21, 2017) Presentation from the Vice President, Programs and Partnerships, Toronto Atmospheric Fund on TransformTO - Climate Action for a Healthy, Equitable, Prosperous Toronto
https://www.toronto.ca/legdocs/mmis/2017/ta/bgrd/backgroundfile-103148.pdf

Motions

1 - Motion to Amend Item moved by Councillor Stephen Holyday (Carried)

That Toronto Atmospheric Fund staff consider the new TransformTO plan in the preparation of the next business plan to ensure alignment and the optimization of opportunities as they arise.

TA15.5 - Executive Compensation and Performance Review Committee - Terms of Reference and Membership

Decision Type:
ACTION
Status:
Adopted

Board Decision

The Board of Directors of the Toronto Atmospheric Fund:  

 

1.  Dissolved the Human Resources Committee and thanked the members for their service.


2.  Established an Executive Compensation and Performance Review Committee with Terms of Reference as set out in Attachment 2 of the report (April 7, 2017) from the Chair, Board of Directors of the Toronto Atmospheric Fund.


3.  Appointed the following members to the Executive Compensation and Performance Review Committee:


Sandra Odendahl (Board Chair),
Rob Roberti (Citizen member), and
Mike Layton (City Council member).

Origin

(April 7, 2017) Report from the Chair, Board of Directors of the Toronto Atmospheric Fund

Summary

This report proposes:

 

- Dissolving the Human Resources Committee, and establishing a new Executive Compensation and Performance Review Committee (The Committee)

 

- New Terms of Reference governing the Executive Compensation and Performance Review Committee, and

 

- Committee member appointments.

Background Information

(April 7, 2017) Report from the Chair, Board of Directors of the Toronto Atmospheric Fund on Executive Compensation and Performance Review Committee - Terms of Reference and Membership
https://www.toronto.ca/legdocs/mmis/2017/ta/bgrd/backgroundfile-102753.pdf
Attachment 1 - Guiding Principles in the Development of Senior Executive Compensation Policies
https://www.toronto.ca/legdocs/mmis/2017/ta/bgrd/backgroundfile-102763.pdf
Attachment 2 - Executive Compensation and Performance Review Committee Draft Terms of Reference
https://www.toronto.ca/legdocs/mmis/2017/ta/bgrd/backgroundfile-102764.pdf

Motions

1 - Motion to Adopt Item moved by Sandra Odendahl (Carried)

TA15.6 - Minutes from the Investment Committee Meeting Held March 30, 2017

Decision Type:
Information
Status:
Received

Board Decision

The Board of Directors of the Toronto Atmospheric Fund:

 

1.  Received the item for information.

Summary

Minutes of the Investment Committee meeting held on March 30, 2017 for information.

Background Information

(April 5, 2017) Minutes of the Investment Committee meeting held on March 30, 2017
https://www.toronto.ca/legdocs/mmis/2017/ta/bgrd/backgroundfile-102754.pdf

Motions

1 - Motion to Receive Item moved by Rob Roberti (Carried)

That the item be received for information.

TA15.7 - Revised Investment Committee Terms of Reference

Decision Type:
ACTION
Status:
Adopted

Board Decision

The Board of Directors of the Toronto Atmospheric Fund:

 

1.  Approved the updated Terms of Reference for the Investment Committee as set out in Attachment 1 of the report (April 5, 2017) from the Chief Executive Officer.

Origin

(April 5, 2017) Report from the Chief Executive Officer

Summary

The Terms of Reference governing the Investment Committee have been reviewed and updated by staff, the Investment Committee, City Legal and City Clerk.

Background Information

(April 5, 2017) Report from the Chief Executive Officer on Revised Investment Committee Terms of Reference
https://www.toronto.ca/legdocs/mmis/2017/ta/bgrd/backgroundfile-102758.pdf
Attachment 1 - Draft Investment Committee Terms of Reference
https://www.toronto.ca/legdocs/mmis/2017/ta/bgrd/backgroundfile-102759.pdf

Motions

1 - Motion to Adopt Item moved by Jacoline Loewen (Carried)

TA15.8 - Direct Investment Opportunity (1)

Decision Type:
ACTION
Status:
Adopted

Confidential Attachment - The security of the property of the municipality or local board

Board Decision

The Board of Directors of the Toronto Atmospheric Fund:

 

1.  Adopted the confidential instructions to staff in Confidential Attachment 1 to the report (April 7, 2017) from the Vice President, Impact Investing.

 

2.  Directed that the confidential information contained in Confidential Attachments 1 and 2 to the report (April 7, 2017) from the Vice President, Impact Investing remain confidential in their entirety, as they involve the security of property belonging to the City or one of its agencies or corporations.

Decision Advice and Other Information

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.

Origin

(April 7, 2017) Report from the Vice President, Impact Investing

Summary

The Investment Committee is recommending a Direct Investment of $1.6 million. This is compliant with the Statement of Investment Objectives and principles that states that no more than 10 percent of the Net Asset Value will be invested in any single transaction, and has been thoroughly vetted by the Investment Committee to ensure the risk/reward ratio and transaction structure are viable, that Toronto Atmospheric Fund's capital remains within acceptable risk parameters, and that projects fir within Toronto Atmospheric Fund's value proposition.

Background Information

(April 7, 2017) Report from the Vice President, Impact Investing on Direct Investment Opportunity (1)
https://www.toronto.ca/legdocs/mmis/2017/ta/bgrd/backgroundfile-102731.pdf
Confidential Attachment 1 - Direct Investment Request
Confidential Attachment 2 - Inventory Flow Diagram

Motions

1 - Motion to Adopt Item moved by Councillor John Campbell (Carried)

TA15.9 - Direct Investment Opportunity (2)

Decision Type:
ACTION
Status:
Adopted

Confidential Attachment - The security of the property of the municipality or local board

Board Decision

The Board of Directors of the Toronto Atmospheric Fund:

 

1.  Adopted the confidential instructions to staff in Confidential Attachment 1 to the report (April 7, 2017) from the Vice President, Impact Investing.

 

2.  Directed that the confidential information contained in Confidential Attachment 1 to the report (April 7, 2017) from the Vice President, Impact Investing remain confidential in their entirety, as they involve the security of property belonging to the City or one of its agencies or corporations.

Decision Advice and Other Information

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.

Origin

(April 7, 2017) Report from the Vice President, Impact Investing

Summary

The Investment Committee is recommending a Direct Investment of up to $490,000. This is compliant with the Statement of Investment Objectives and principles that states that no more than 10 percent of the Net Asset Value will be invested in any single transaction, and has been thoroughly vetted by the Investment Committee to ensure the risk/reward ratio and transaction structure are viable, that Toronto Atmospheric Fund's capital remains within acceptable risk parameters, and that projects fit within Toronto Atmospheric Fund's value proposition.

Background Information

(April 7, 2017) Report from the Vice President, Impact Investing on Direct Investment Opportunity (2)
https://www.toronto.ca/legdocs/mmis/2017/ta/bgrd/backgroundfile-102765.pdf
Confidential Attachment 1 - Direct Investment Request

Motions

1 - Motion to Adopt Item moved by Rob Roberti (Carried)

TA15.10 - Minutes from the Grants and Programs Committee Meeting Held April 4, 2017

Decision Type:
Information
Status:
Received

Board Decision

The Board of Directors of the Toronto Atmospheric Fund:

 

1.  Received the item for information.

Summary

Minutes of the Grants and Programs Committee meeting held on April 4, 2017 for information.

Background Information

(April 7, 2017) Minutes from the Grants and Programs Committee Meeting held on April 4, 2017
https://www.toronto.ca/legdocs/mmis/2017/ta/bgrd/backgroundfile-102768.pdf

Motions

1 - Motion to Receive Item moved by Sandra Odendahl (Carried)

That the item be received for information.

TA15.11 - Grants and Programs Allocation Recommendations

Decision Type:
ACTION
Status:
Adopted

Board Decision

The Board of Directors of the Toronto Atmospheric Fund:

 

1.  Approved the following grant request:

 

a.  Up to $40,000 over four months to MaRS Discovery District to establish a credible framework to guide effective shared mobility pilot deployment in the Greater Toronto and Hamilton Area.  

 

2.  Declined the following grant request:

 

a.  Up to $18,500 over four months to Sustainability CoLab.

 

3.  Approved the following internal project allocations:

 

a.  Up to $51,300 over six months to enable continued core member participation in the Move the Greater Toronto and Hamilton Area collaborative, organize capacity building workshops in collective impact for core participants, and develop an updated communications strategy.

 

b.  Up to $60,000 over 12 months to complete the multi-year TowerWise Accelerating Energy Efficiency project, which aims to accelerate improvements in energy efficiency in multi-unit residential buildings through demonstration projects; targeted technical research; and policy research, advocacy and implementation.  

 

c.  Up to $90,000 over nine months to initiate the TowerWise Deep Retrofit Demonstration Program, which aims to accelerate deep energy retrofits (≥40 percent energy reductions) across the residential building sector.

Origin

(April 7, 2017) Report from the Grants Manager and Policy Advisor

Summary

The Toronto Atmospheric Fund Grants and Programs Committee met on April 4, 2017 and recommended that the Board approve one grant with a value of $40,000 and allocations to three internal projects with a combined value of $201,300.

Background Information

(April 7, 2017) Report from the Grants Manager and Policy Advisor on Grants and Programs Allocation Recommendations
https://www.toronto.ca/legdocs/mmis/2017/ta/bgrd/backgroundfile-102770.pdf

Motions

1 - Motion to Adopt Item moved by Corey Diamond (Carried)

TA15.12 - Appointment of Officers

Decision Type:
ACTION
Status:
Amended

Board Decision

The Board of Directors of the Toronto Atmospheric Fund:

 

1.  Reappointed the following Officers of the Corporation to hold office at the pleasure of the Board, and until their successors are appointed:

 

Vice-Chair - Councillor Mike Layton

Secretary - Councillor Stephen Holyday

Treasurer - Rob Roberti

Summary

Resolution to be passed to appoint Officers.

Motions

1 - Motion to Amend Item moved by Councillor Gord Perks (Carried)

That the Board of Directors of the Toronto Atmospheric Fund reappoint the following Officers of the Corporation to hold office at the pleasure of the Board, and until their successors are appointed:

 

Vice-Chair - Councillor Mike Layton

Secretary - Councillor Stephen Holyday

Treasurer - Rob Roberti

 

Procedural Motions

Motion to Adopt Minutes moved by Jacoline Loewen (Carried)

That the minutes of the Board of Directors of the Toronto Atmospheric Fund meeting held on February 9, 2017 be confirmed.


Motion to Recess moved by Councillor Stephen Holyday (Carried)

9:57 a.m. - That the Board of Directors of the Toronto Atmospheric Fund recess the Board meeting in order to hold its Annual General Meeting.


Motion to Meet in Closed Session moved by Jacoline Loewen (Carried)

10:59 a.m. - That the Board of Directors of the Toronto Atmospheric Fund recess its public meeting to meet in closed session to consider:

 

Item TA15.8 - Direct Investment Opportunity (1)

 

Item TA15.9 - Direct Investment Opportunity (2)

 

as they pertain to the security of the property of the municipality or local board.


Also Present - Non-Members:

 

Mary Pickering, Vice President, Programs and Partnerships, Toronto Atmospheric Fund

Ian Klesmer, Grants Program Manager

Tim Ehlich, Communications Manager, Toronto Atmospheric Fund

Bryan Purcell, Director, Policy and Programs, Toronto Atmospheric Fund

Richard Rysak, Director, Finance, Toronto Atmospheric Fund

Tim Stoate, Vice President, Impact Investing, Toronto Atmospheric Fund

Cliff Goldfarb, Solicitor, Gardiner Roberts LLP

Aamar Siddiqui, Welch LLP, Auditor

Kathy Steffan, Partner, Welch LLP, Auditor

Karen Jones, Senior Corporate Management Policy Consultant, City Manager's Office

Mark Bekkering, Environment and Energy Division, City of Toronto

Linda Swanston, Environment and Energy Division, City of Toronto

Cecilia Fernandez, Environment and Energy Division, City of Toronto

Jaime Klein, Executive Coordinator, Toronto Atmospheric Fund

Friday, April 21, 2017

Meeting Sessions

Session Date Session Type Start Time End Time Public or Closed Session
2017-04-21 Morning 9:42 AM 9:57 AM Public
2017-04-21 Morning 10:02 AM 11:00 AM Public
2017-04-21 Morning 11:01 AM 11:31 AM Closed
2017-04-21 Morning 11:32 AM 11:33 AM Public

Attendance

Members were present for some or all of the time period indicated.
Date and Time Quorum Members
2017-04-21
9:42 AM - 9:57 AM
(Public Session)
Present Present: John Campbell, Christin Carmichael Greb, Corey Diamond, Stephen Holyday, Jason Kotler, Mike Layton, Jacoline Loewen, Sandra Odendahl (Chair), Gord Perks, Rob Roberti, Ravi Seethapathy
Not Present: Susan McLean
2017-04-21
10:02 AM - 11:00 AM
(Public Session)
Present Present: John Campbell, Christin Carmichael Greb, Corey Diamond, Stephen Holyday, Jason Kotler, Mike Layton, Jacoline Loewen, Sandra Odendahl (Chair), Gord Perks, Rob Roberti, Ravi Seethapathy
Not Present: Susan McLean
2017-04-21
11:01 AM - 11:31 AM
(Closed Session)
Present Present: John Campbell, Christin Carmichael Greb, Corey Diamond, Stephen Holyday, Jason Kotler, Mike Layton, Jacoline Loewen, Sandra Odendahl (Chair), Gord Perks, Rob Roberti, Ravi Seethapathy
Not Present: Susan McLean
2017-04-21
11:32 AM - 11:33 AM
(Public Session)
Present Present: John Campbell, Christin Carmichael Greb, Corey Diamond, Stephen Holyday, Jason Kotler, Mike Layton, Jacoline Loewen, Sandra Odendahl (Chair), Gord Perks, Rob Roberti, Ravi Seethapathy
Not Present: Susan McLean
Source: Toronto City Clerk at www.toronto.ca/council