Minutes Confirmed on December 19, 2017

Board of Directors of the Toronto Atmospheric Fund

Meeting No.:
17
Contact:
Jennifer Lin, Committee Secretary
Meeting Date:
Wednesday, September 27, 2017

Phone:
416-392-4666
Start Time:
9:30 AM
E-mail:
jennifer.lin@toronto.ca
Location:
Committee Room 3, City Hall
Chair:
Sandra Odendahl

TA17.1 - 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 Councillor Stephen Holyday (Carried)

That the item be received for information.

TA17.2 - 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 Chief Executive Officer gave an overview of the report (September 13, 2017) from the Chief Executive Officer, Toronto Atmospheric Fund.

Origin

(September 13, 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, Strategic Programs, and Operations.

Background Information

(September 13, 2017) Report from the Chief Executive Officer on Chief Executive Officer's Report
https://www.toronto.ca/legdocs/mmis/2017/ta/bgrd/backgroundfile-106894.pdf

Communications

(September 25, 2017) E-mail from Sharon Yetman (TA.Supp.TA17.2.1)

Motions

1 - Motion to Receive Item moved by Jason Kotler (Carried)

That the item be received for information.

TA17.3 - Roles of the Integrity Commissioner and Public Office Holders

Decision Type:
Presentation
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 Integrity Commissioner gave a presentation on Roles of the Integrity Commissioner and Public Office Holders.

Origin

(September 27, 2017) Presentation from the Integrity Commissioner

Summary

Valerie Jepson, the Integrity Commissioner will give a presentation outlining the roles of the Integrity Commissioner and public office holders.

Background Information

(September 27, 2017) Presentation from the Integrity Commissioner on Roles of the Integrity Commissioner and Public Office Holders
https://www.toronto.ca/legdocs/mmis/2017/ta/bgrd/backgroundfile-106895.pdf

Motions

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

That the item be received for information.

TA17.4 - Draft Financial Results for the Second Quarter Ended June 30, 2017

Decision Type:
Information
Status:
Received

Board Decision

The Board of Directors of the Toronto Atmospheric Fund:

 

1.  Received the item for information.

Origin

(September 14, 2017) Report from the Director, Finance

Summary

The unaudited financial results for year-to-date operations to the end of the second quarter are compared to the approved 2017 budget pro-rated for 6 months. Overall, Toronto Atmospheric Fund's first six months are very favourable driven by strong "paper gains" in its publicly-traded securities portfolio while the operating expenses were tracking the operating budget.

Background Information

(September 14, 2017) Report from the Director, Finance on Draft Financial Results for the Second Quarter Ended June 30, 2017
https://www.toronto.ca/legdocs/mmis/2017/ta/bgrd/backgroundfile-106896.pdf
Attachment 1 - Consolidated Unaudited Summary of Revenues and Expenditures for 6 months ending June 30, 2017
https://www.toronto.ca/legdocs/mmis/2017/ta/bgrd/backgroundfile-106897.pdf

Motions

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

That the item be received for information.

TA17.5 - Appointment to Toronto Atmospheric Fund's Investment Committee

Decision Type:
ACTION
Status:
Adopted

Confidential Attachment - Personal matters about an identifiable individual, including municipal or local board employees

Board Decision

The Board of Directors of the Toronto Atmospheric Fund:

 

1.  Appointed the following to the Investment Committee:

 

- Bill Crossland

- Robert Eberschlag

- Graham McBride 

 

2.  Directed that the balance of Confidential Attachment 1 to the report (September 13, 2017) from the Chief Executive Officer be kept confidential at it deals with personal matters about an identifiable person.

Origin

(September 13, 2017) Report from the Chief Executive Officer

Summary

The appointment of one new member and re-appointment of two current members to Toronto Atmospheric Fund's Investment Committee is recommended.

Background Information

(September 13, 2017) Report from the Chief Executive Officer, Toronto Atmospheric Fund on Appointment to Toronto Atmospheric Fund's Investment Committee
https://www.toronto.ca/legdocs/mmis/2017/ta/bgrd/backgroundfile-106898.pdf
Confidential Attachment 1 - Prospective Appointees

Motions

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

TA17.6 - Transferring Two Energy Savings Performance Agreement (ESPA) Transactions to the Warehouse Facility (Grandravine and Marine Heights)

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 (September 14, 2017) from the Vice President, Impact Investing.

 

2.  Directed that the confidential information contained in Confidential Attachment 1 to the report (September 14, 2017) 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.

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

(September 14, 2017) Report from the Vice President, Impact Investing

Summary

On May 25, 2017, Toronto Atmospheric Fund advanced the first installment of a Subordinated Debt loan to Efficiency Capital Corp (ECC) to implement Energy Savings Performance Agreement (ESPA)-financed retrofits for two projects. To reflect forthcoming administrative changes between Toronto Atmospheric Fund and Efficiency Capital Corp, both are to be transferred to Toronto Atmospheric Fund. Both transactions were vetted by the Investment Committee and full details are provided in the Confidential Attachment 1.

Background Information

(September 14, 2017) Report from the Vice President, Impact Investing on Transferring Two Energy Savings Performance Agreement (ESPA) Transactions to the Warehouse Facility (Grandravine and Marine Heights)
https://www.toronto.ca/legdocs/mmis/2017/ta/bgrd/backgroundfile-106917.pdf
Confidential Attachment 1 - Energy Savings Performance Agreement (ESPA) Transactions

Motions

1 - Motion to Meet in Closed Session moved by Sandra Odendahl (Carried)

11:12 a.m. - That the Board of Directors of the Toronto Atmospheric Fund recess its public meeting to meet in closed session to consider:

 

Item TA17.6 - Transferring Two Energy Savings Performance Agreement (ESPA) Transactions to the Warehouse Facility (Grandravine and Marine Heights)
 
as it pertains to the security of the property of the municipality or local board.


2 - Motion to Adopt Item moved by Susan McLean (Carried)

TA17.7 - Internal Allocation Request - TransformTO 2.0

Decision Type:
ACTION
Status:
Adopted

Board Decision

The Board of Directors of the Toronto Atmospheric Fund:

 

1.  Approved an internal project allocation of $27,000 over nine months to add capacity within Toronto Atmospheric Fund to attract external funding for TransformTO.

Origin

(September 13, 2017) Report from the Chief Executive Officer

Summary

Approval of an internal project allocation totalling $27,000 is requested.

Background Information

(September 13, 2017) Report from the Chief Executive Officer on Internal Allocation Request - TransformTO 2.0
https://www.toronto.ca/legdocs/mmis/2017/ta/bgrd/backgroundfile-106919.pdf

Motions

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

TA17.8 - Executive Compensation Policy

Decision Type:
ACTION
Status:
Amended

Board Decision

The Board of Directors of the Toronto Atmospheric Fund:

 

1.  Amended the Executive Compensation Policy in Attachment 1 to the report (September 13, 2017) from the Chair, Board of Directors of the Toronto Atmospheric Fund and the Executive Compensation Policy and Performance Review Committee by replacing "bonus" with "merit pay" under Subsection headed: "Merit Pay", and adopted the Executive Compensation Policy, as amended.

Origin

(September 13, 2017) Report from the Chair, Board of Directors of the Toronto Atmospheric Fund and the Executive Compensation Policy and Performance Review Committee

Summary

An Executive Compensation Policy is required by all Agencies for compliance with City Council directives.  A draft policy has been developed by the Executive Compensation Policy and Performance Review Committee, modelled on the City of Toronto policy, and is recommended for Board approval.

Background Information

(September 13, 2017) Report from the Chair, Board of Directors of the Toronto Atmospheric Fund and the Executive Compensation Policy and Performance Review Committee on Executive Compensation Policy
https://www.toronto.ca/legdocs/mmis/2017/ta/bgrd/backgroundfile-106923.pdf
(September 13, 2017) Attachment 1 - Toronto Atmospheric Fund Executive Compensation Policy - draft for Board consideration
https://www.toronto.ca/legdocs/mmis/2017/ta/bgrd/backgroundfile-106924.pdf

Motions

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

That Attachment 1 - Executive Compensation Policy be amended by replacing "bonus" with "merit pay" under Subsection headed: "Merit Pay".


2 - Motion to Adopt Item as Amended moved by Councillor Mike Layton (Carried)

Procedural Motions

Motion to Recess moved by Sandra Odendahl (Carried)

10:55 a.m. - That the Board recess till 11:00 a.m.


Motion to Adopt Minutes moved by Councillor Mike Layton (Carried)

That the minutes of the Board of Directors of the Toronto Atmospheric Fund meeting held on June 29, 2017 be confirmed.


Also Present - Non-Members:

 

Julia Langer, Chief Executive Officer, Toronto Atmospheric Fund

Ian Klesmer, Grants Program Manager

Tim Ehlich, Communications Manager, Toronto Atmospheric Fund

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

Richard Rysak, Director, Finance, Toronto Atmospheric Fund

Tim Stoate, VP, Impact Investing

Cliff Goldfarb, Solicitor, Gardiner Roberts LLP

Jaime Klein, Executive Coordinator, Toronto Atmospheric Fund

Rich Whate, Corporate Management Policy Consultant, City Manager's Office

Wednesday, September 27, 2017

Meeting Sessions

Session Date Session Type Start Time End Time Public or Closed Session
2017-09-27 Morning 9:38 AM 10:55 AM Public
2017-09-27 Morning 11:00 AM 11:12 AM Public
2017-09-27 Morning 11:13 AM 11:35 AM Closed
2017-09-27 Morning 11:36 AM 11:37 AM Public

Attendance

Members were present for some or all of the time period indicated.
Date and Time Quorum Members
2017-09-27
9:38 AM - 10:55 AM
(Public Session)
Present Present: John Campbell, Christin Carmichael Greb, Corey Diamond, Stephen Holyday, Jason Kotler, Mike Layton, Jacoline Loewen, Kimberly Marshall, Susan McLean, Sandra Odendahl (Chair), Gord Perks
Not Present: Rob Roberti
2017-09-27
11:00 AM - 11:12 AM
(Public Session)
Present Present: John Campbell, Christin Carmichael Greb, Corey Diamond, Stephen Holyday, Jason Kotler, Mike Layton, Jacoline Loewen, Kimberly Marshall, Susan McLean, Sandra Odendahl (Chair), Gord Perks
Not Present: Rob Roberti
2017-09-27
11:13 AM - 11:35 AM
(Closed Session)
Present Present: John Campbell, Christin Carmichael Greb, Corey Diamond, Stephen Holyday, Jason Kotler, Jacoline Loewen, Kimberly Marshall, Susan McLean, Sandra Odendahl (Chair), Gord Perks
Not Present: Mike Layton, Rob Roberti
2017-09-27
11:36 AM - 11:37 AM
(Public Session)
Present Present: John Campbell, Christin Carmichael Greb, Corey Diamond, Stephen Holyday, Jason Kotler, Jacoline Loewen, Kimberly Marshall, Susan McLean, Sandra Odendahl (Chair), Gord Perks
Not Present: Mike Layton, Rob Roberti
Source: Toronto City Clerk at www.toronto.ca/council