Minutes

To be Confirmed



Board of Directors of the Toronto Atmospheric Fund


Meeting No. 8   Contact Jennifer Lin, Committee Secretary
Meeting Date Monday, July 27, 2020
  Phone 416-338-5089
Start Time 9:30 AM
  E-mail tafboard@toronto.ca
Location Video Conference
  Chair   Parminder Sandhu  


This meeting of the Board of Directors of the Toronto Atmospheric Fund took place during the Declared Emergency in the City of Toronto and was conducted by electronic means.  Members, staff and the public participated remotely in this meeting.

 

These measures were necessary to comply with physical distancing requirements and a Provincial Order that limits public gatherings.

 

The proceedings of the Board of Directors of the Toronto Atmospheric Fund were conducted publicly and the video of this meeting can be viewed at http://app.toronto.ca/tmmis/video.do?id=18250.

TA8.1

Information 

Received 

 

 

Chief Executive Officer's Report

Board Decision

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

Decision Advice and Other Information

The Chief Executive Officer gave an overview of the Chief Executive Officer's Report.

Origin
(July 13, 2020) 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
(July 13, 2020) Report from the Chief Executive Officer on Chief Executive Officer's Report
(http://www.toronto.ca/legdocs/mmis/2020/ta/bgrd/backgroundfile-150574.pdf)

Motions
Motion to Receive Item moved by Jacoline Loewen (Carried)

That the item be received for information.


TA8.2

Presentation 

Received 

 

 

Low Carbon Cities Canada (LC3) Network and National Office

Board Decision

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

Decision Advice and Other Information

Kate Fleming, Program Director, Low Carbon Cities Canada (LC3), and Mary Pickering, Vice President, Strategy and Partnerships, Toronto Atmospheric Fund gave a presentation on the Low Carbon Cities Canada (LC3) Network and National Office.

Summary

Kate Fleming, Program Director, Low Carbon Cities Canada (LC3), and Mary Pickering, Vice President, Strategy and Partnerships, Toronto Atmospheric Fund will jointly provide an overview of the LC3 Network and National Office, detailing purpose, roles and responsibilities, and leveraging opportunities designed to enhance resources and outcomes for Toronto Atmospheric Fund and other LC3 Network members across Canada.

Background Information
(July 27, 2020) Presentation from Kate Fleming, Program Director, Low Carbon Cities Canada (LC3), and Mary Pickering, Vice President, Strategy and Partnerships, Toronto Atmospheric Fund on Low Carbon Cities Canada (LC3) Network and National Office
(http://www.toronto.ca/legdocs/mmis/2020/ta/bgrd/backgroundfile-153554.pdf)

Motions
Motion to Receive Item moved by Councillor Jennifer McKelvie (Carried)

That the item be received for information.


TA8.3

Information 

Received 

 

 

Minutes from the Investment Committee Meeting Held May 25, 2020

Board Decision

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

Origin
(May 25, 2020) Report from the Vice President, Impact Investing
Summary

Minutes from the Investment Committee meeting held on May 25, 2020.

Background Information
(May 25, 2020) Minutes from the Investment Committee Meeting Held on May 25, 2020
(http://www.toronto.ca/legdocs/mmis/2020/ta/bgrd/backgroundfile-150614.pdf)

Motions
Motion to Receive Item moved by Kimberly Marshall (Carried)

That the item be received for information.


TA8.4

Information 

Received 

 

 

Minutes from the Investment Committee Meeting Held June 18, 2020

Board Decision

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

Origin
(June 18, 2020) Report from the Vice President, Impact Investing
Summary

Minutes from the Investment Committee meeting held on June 18, 2020.

Background Information
(June 18, 2020) Minutes from the Investment Committee Meeting Held on June 18, 2020
(http://www.toronto.ca/legdocs/mmis/2020/ta/bgrd/backgroundfile-150615.pdf)

Motions
Motion to Receive Item moved by Kimberly Marshall (Carried)

That the item be received for information.


TA8.5

ACTION 

Adopted 

 

 

Direct Investment Request - 2020 - Number 3
Confidential Attachment - Commercial and financial information, supplied in confidence to the Toronto Atmospheric Fund, which, if disclosed, could reasonably be expected to prejudice significantly the competitive position or interfere significantly with the contractual or other negotiations of a person, group of persons, or organization.

Board Decision

The Board of Directors of the Toronto Atmospheric Fund:

 

1.  Approved an investment of up to net $2,500,000 and gross $3,120,000 subject to the terms and conditions outlined by the Investment Committee at its meeting of 18 June 2020 and as set out in Confidential Attachment 1 to the report (July 13, 2020) from the Chair, Investment Committee. 

 

2.  Approved, based on the final plan and energy savings estimates, the need to re-present the transaction to the Investment Committee / Board for approval prior to final commitment only if the final project returns to TAF fall below the outlined risk spread of 3 percent or the capital cost varies by greater than 5 percent over the net $2,500,000 investment.

 

3.  Directed the Vice President, Impact Investing to implement the investment to the satisfaction of Toronto Atmospheric Fund’s Solicitor.

 

4.  Directed that the confidential information contained in Confidential Attachment 1 to the report (July 13, 2020) from the Chair, Investment Committee remain confidential in its entirety, as it contains commercial and financial information, supplied in confidence to The Atmospheric Fund, which, if disclosed, could reasonably be expected to prejudice significantly the competitive position or interfere significantly with the contractual or other negotiations of a person, group of persons, or organization.

Origin
(July 13, 2020) Report from the Chair, Investment Committee
Summary

Approval of a direct investment is recommended which demonstrates the potential for appropriate risk-adjusted return and strong alignment with Toronto Atmospheric Fund's mandate. The proposed investment of up to net $2,500,000 and gross $3,120,000.

Background Information
(July 13, 2020) Report from the Chair, Investment Committee on Direct Investment Request - 2020 - Number 3
(http://www.toronto.ca/legdocs/mmis/2020/ta/bgrd/backgroundfile-150634.pdf)

Confidential Attachment 1
Motions
Motion to Adopt Item moved by Councillor Jennifer McKelvie (Carried)

TA8.6

Information 

Received 

 

 

Unaudited Financial Reports for the Second Quarter of 2020

Board Decision

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

Origin
(July 15, 2020) Report from the Director of Finance
Summary

The unaudited financial results for the second quarter of 2020 period are provided in Attachment 1.

Background Information
(July 15, 2020) Report from the Director of Finance on Unaudited Financial Reports for the Second Quarter of 2020
(http://www.toronto.ca/legdocs/mmis/2020/ta/bgrd/backgroundfile-151614.pdf)

Attachment - Quarterly Financial Statement of Revenues and Expenditures for the Period of April 1, 2020 to June 30, 2020.
(http://www.toronto.ca/legdocs/mmis/2020/ta/bgrd/backgroundfile-151615.pdf)

Motions
Motion to Receive Item moved by Councillor Shelley Carroll (Amended)

That the item be received for information.


TA8.7

ACTION 

Amended 

 

 

Request for Investment and Hiring of a Second Fixed Income Manager
Confidential Attachment - Financial information supplied in confidence to the Toronto Atmospheric Fund, which, if disclosed, could reasonably be expected to prejudice significantly the competitive position or interfere significantly with the contractual or other negotiations of a person, group of persons, or organization.

Board Decision

The Board of Directors of the Toronto Atmospheric Fund:  

 

1.  Approved the investment, as set out in Confidential Attachment 1 to the report (July 15, 2020) from the Chief Executive Officer.

 
2.  Requested that, via the City Manager's Office, the City of Toronto’s Chief Financial Officer and Treasurer hire the Fixed Income Manager identified in Confidential Attachment 1 to the report (July 15, 2020) from the Chief Executive Officer on Toronto Atmospheric Fund (TAF)’s behalf, subject to negotiation of the details of the agreements and in coordination with TAF staff and TAF’s Investment Advisor, HUB/Proteus Performance Management Inc.

 
3.  Authorized the public release of Confidential Attachment 1 to the report (July 15, 2020) from the Chief Executive Officer following the closing of the transaction.

Origin
(July 15, 2020) Report from the Chief Executive Officer
Summary

The Investment Committee is recommending hiring a second Fixed Income manager. The proposed investment is a credit-driven product and will complement the current Fixed Income TD Asset Management mandate and diversify Toronto Atmospheric Fund’s Fixed Income portfolio.

Background Information
(July 15, 2020) Report from the Chief Executive Officer on Request for Investment and Hiring of a Second Fixed Income Manager
(http://www.toronto.ca/legdocs/mmis/2020/ta/bgrd/backgroundfile-151674.pdf)

Confidential Attachment 1 - Fixed Income Manager Summary
Motions
1 - Motion to Amend Item moved by Councillor Mike Layton (Carried)

That the Board amend Recommendation 2 by adding the words "via the City Manager's Office" so that it reads as follows:

 

2.  Request that, via the City Manager's Office, the City of Toronto’s Chief Financial Officer and Treasurer hire the Fixed Income Manager identified in Confidential Attachment 1 on Toronto Atmospheric Fund (TAF)’s behalf, subject to negotiation of the details of the agreements and in coordination with TAF staff and TAF’s Investment Advisor, HUB/Proteus Performance Management Inc.


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

Procedural Motions
Motion to Adopt Minutes moved by Councillor Jennifer McKelvie (Carried)

That the minutes of the Board of Directors of the Toronto Atmospheric Fund meetings held on February 14, 2020, May 21, 2020 and July 6, 2020 be confirmed.

The Vice Chair acknowledged that the Board of Directors of the Toronto Atmospheric Fund was meeting on the traditional territory of many nations including the Mississaugas of the Credit, the Anishnabeg, the Chippewa, the Haudenosaunee and the Wendat peoples and is now home to many diverse First Nations, Inuit and Métis peoples. The Chair also acknowledged that Toronto is covered by Treaty 13 with the Mississaugas of the Credit.

 

The Directors of the Board of Directors of the Toronto Atmospheric Fund listed in the attendance for this meeting participated remotely and were counted for the purposes of quorum, as permitted by the Municipal Emergency Act, 2020 and the Board of Directors of the Toronto Atmospheric Fund By-law No. 1.

 

Also Present - Non-Members:

 

Julia Langer, Chief Executive Officer, Toronto Atmospheric Fund

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

Ian Klesmer, Director, Strategy and Grants, Toronto Atmospheric Fund

Fatima Crerar, Vice President, Strategy and Partnerships, Toronto Atmospheric Fund

Rob Wotten, Director, Finance, Toronto Atmospheric Fund

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

Jaime Klein, Operations Lead, Toronto Atmospheric Fund

Cliff Goldfarb, Lawyer, Gardiner Roberts LLP

Lorraine Searles-Kelly, Solicitor, Legal Services, City of Toronto

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

Kate Fleming, LC3 Program Director, Federation of Canadian Municipalities

Monday, July 27, 2020
Mike Layton, Vice Chair, Board of Directors of the Toronto Atmospheric Fund
Meeting Sessions
Session Date Session Type Start Time End Time Public or Closed Session
2020-07-27 Morning 9:39 AM 10:43 AM Public
Attendance
Members were present for some or all of the time period indicated.
Date and Time Quorum Members
2020-07-27
09:39 AM - 10:43 AM
(Public Session)
Present Present: Karim Bardeesy, Shelley Carroll, Andrew Dooner, Mike Layton (Chair), Jacoline Loewen, Kimberly Marshall, Jennifer McKelvie, Deepak Ramachandran, Parminder Sandhu
Not Present: Antoine Belaieff