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
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
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
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
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
Summary
This report provides an update on Toronto Atmospheric Fund initiatives with regard to Governance and Organizational Matters and Strategic Programs.
Background Information
https://www.toronto.ca/legdocs/mmis/2017/ta/bgrd/backgroundfile-102751.pdf
Motions
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
https://www.toronto.ca/legdocs/mmis/2017/ta/bgrd/backgroundfile-103148.pdf
Motions
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
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
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
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
https://www.toronto.ca/legdocs/mmis/2017/ta/bgrd/backgroundfile-102754.pdf
Motions
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
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
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
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
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
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
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
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
https://www.toronto.ca/legdocs/mmis/2017/ta/bgrd/backgroundfile-102765.pdf
Confidential Attachment 1 - Direct Investment Request
Motions
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
https://www.toronto.ca/legdocs/mmis/2017/ta/bgrd/backgroundfile-102768.pdf
Motions
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
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
https://www.toronto.ca/legdocs/mmis/2017/ta/bgrd/backgroundfile-102770.pdf
Motions
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
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
That the minutes of the Board of Directors of the Toronto Atmospheric Fund meeting held on February 9, 2017 be confirmed.
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.
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
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
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 |