Minutes Confirmed on April 26, 2021
Board of Directors of the Toronto Atmospheric Fund
- Meeting No.:
- 10
- Contact:
- Jennifer Lin, Committee Secretary
- Meeting Date:
- Friday, February 5, 2021
- Phone:
- 416-338-5089
- Start Time:
- 9:00 AM
- E-mail:
- tafboard@toronto.ca
- Location:
- Video Conference
- Chair:
- Parminder Sandhu
This meeting of the Board of Directors of the Toronto Atmospheric Fund was held by electronic means and the proceedings of the Board were conducted publicly.
These measures were necessary to comply with physical distancing requirements and as civic buildings were closed to the public.
TA10.1 - Chief Executive Officer's Report
- Decision Type:
- Information
- Status:
- Received
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
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/2021/ta/bgrd/backgroundfile-160132.pdf
Motions
That the item be received for information.
TA10.2 - 2020 Accomplishments Report
- Decision Type:
- ACTION
- Status:
- Adopted
Board Decision
The Board of Directors of Toronto Atmospheric Fund:
1. Received Toronto Atmospheric Fund’s 2020 Accomplishments Report - Attachment 1 to the report (January 22, 2021) from the Vice President, Strategy and Partnerships for information.
Decision Advice and Other Information
The Vice President, Strategy and Partnerships gave a presentation on 2020 Accomplishments and 2021 Outlook.
Origin
Summary
The attached report presents the activities undertaken by Toronto Atmospheric Fund in keeping with the 2020 Business Plan, the outcomes achieved, and reflections on challenges encountered and lessons learned.
Background Information
https://www.toronto.ca/legdocs/mmis/2021/ta/bgrd/backgroundfile-160176.pdf
Attachment 1 - 2020 Accomplishments Report
https://www.toronto.ca/legdocs/mmis/2021/ta/bgrd/backgroundfile-160196.pdf
Presentation from the Vice President, Strategy and Partnerships on 2020 Accomplishments and 2021 Outlook
https://www.toronto.ca/legdocs/mmis/2021/ta/bgrd/backgroundfile-164078.pdf
Motions
TA10.3 - 2021 Annual Plan
- Decision Type:
- ACTION
- Status:
- Adopted
Board Decision
The Board of Directors of the Toronto Atmospheric Fund:
1. Approved Toronto Atmospheric Fund’s 2021 Annual Plan as set out in Attachment 1 to the report (January 21, 2021) from the Chief Executive Officer.
Decision Advice and Other Information
The Vice President, Strategy and Partnerships gave a presentation on 2020 Accomplishments and 2021 Outlook.
Origin
Summary
The 2021 Annual Plan is presented for Board consideration and approval. It sets the priorities for the year and outlines the activities to be undertaken to achieve the ambitious objectives. The plan is guided by Toronto Atmospheric Fund’s Strategic Directions and Theory of Change, our understanding of the greenhouse gas emission sources, carbon neutral targets, and reduction opportunities and approaches across the Greater Toronto and Hamilton Area, and analysis of the successes and challenges experienced in our past work. The full staff team was involved in its development, along with input from Board members. We are confident that this plan can be implemented with the current and planned capacity and resources at Toronto Atmospheric Fund’s disposal.
Background Information
https://www.toronto.ca/legdocs/mmis/2021/ta/bgrd/backgroundfile-162839.pdf
Attachment 1 - 2021 Annual Plan: Focusing on Impact
https://www.toronto.ca/legdocs/mmis/2021/ta/bgrd/backgroundfile-162840.pdf
Presentation from the Vice President, Strategy and Partnerships on 2020 Accomplishments and 2021 Outlook
https://www.toronto.ca/legdocs/mmis/2021/ta/bgrd/backgroundfile-164079.pdf
Motions
TA10.4 - Unaudited Financial Report for the Fourth Quarter of 2020
- Decision Type:
- Information
- Status:
- Received
Board Decision
The Board of Directors of the Toronto Atmospheric Fund received the item for information.
Origin
Summary
The unaudited financial results for the fourth quarter of 2020 period are provided in Attachment 1.
Background Information
https://www.toronto.ca/legdocs/mmis/2021/ta/bgrd/backgroundfile-162822.pdf
Attachment 1 - Year to Date Unaudited Quarterly Financial Statement of Revenues and Expenditures as of December 31, 2020.
https://www.toronto.ca/legdocs/mmis/2021/ta/bgrd/backgroundfile-162823.pdf
Motions
That the item be received for information.
TA10.5 - Minutes from the Investment Committee Meeting Held 10 December 2020
- Decision Type:
- Information
- Status:
- Received
Board Decision
The Board of Directors of the Toronto Atmospheric Fund received the item for information.
Origin
Summary
Minutes from the Investment Committee meeting held on December 10, 2020.
Background Information
https://www.toronto.ca/legdocs/mmis/2021/ta/bgrd/backgroundfile-160433.pdf
Motions
That the item be received for information.
TA10.6 - Direct Investment Request - 2021 - No. 1
- Decision Type:
- ACTION
- Status:
- Amended
Confidential Attachment - Commercial and financial information, supplied in confidence to the Toronto Atmospheric Fund, which, if disclosed, could reasonably be expected to significantly prejudice 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 $1,000,000 subject to the terms and conditions as set out in Confidential Attachment 1 subject to appropriate security reflected in the agreement.
2. Directed the Vice President - Impact Investing to implement the investment to the satisfaction of Toronto Atmospheric Fund’s Solicitor.
3. Directed that the confidential information contained in Confidential Attachment 1 and the Confidential Presentation remain confidential in their entirety, as they contain commercial and financial information, supplied in confidence to The Atmospheric Fund, which, if disclosed, could reasonably be expected to significantly prejudice the competitive position, or interfere significantly with the contractual or other negotiations of a person, group of persons, or organization.
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 commercial and financial information, supplied in confidence to the Toronto Atmospheric Fund, which, if disclosed, could reasonably be expected to significantly prejudice the competitive position or interfere significantly with the contractual or other negotiations of a person, group of persons, or organization.
Origin
Summary
Approval of a Direct Investment of up to $1,000,000 is recommended. Due diligence indicates the potential for risk-adjusted return and compliance with TAF's investment policy and asset mix limits. The investment, alongside sophisticated investors, will support a local company poised for growth that has strong alignment with TAF’s mandate.
Background Information
https://www.toronto.ca/legdocs/mmis/2021/ta/bgrd/backgroundfile-163421.pdf
Confidential Attachment 1 - Proposed Investment Details
Confidential Presentation from the Vice President, Impact Investing, Toronto Atmospheric Fund
(January 22, 2021) Report from the Vice President, Impact Investing on Direct Investment Request - 2021 - No. 1 - Status Report
https://www.toronto.ca/legdocs/mmis/2021/ta/bgrd/backgroundfile-163423.pdf
Motions
The recommendations be amended to read as follows:
The Board of Directors of the Toronto Atmospheric Fund:
1. Approve an investment of up to $1,000,000 subject to the terms and conditions as set out in Confidential Attachment 1 subject to appropriate security reflected in the agreement
2. Direct the Vice President - Impact Investing to implement the investment to the satisfaction of Toronto Atmospheric Fund’s Solicitor.
3. Direct that the confidential information contained in Confidential Attachment 1 and the Confidential Presentation 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 significantly prejudice the competitive position, or interfere significantly with the contractual or other negotiations of a person, group of persons, or organization.
TA10.7 - Direct Investment Request - 2021 No. 2
- Decision Type:
- ACTION
- Status:
- Adopted
Confidential Attachment - Commercial and financial information, 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 $1,000,000 subject to the terms and conditions outlined by the Investment Committee and as set out in Confidential Attachment 1 to the report (January 21, 2021) from the Vice President, Impact Investing.
2. Directed the Vice President, Impact Investing to implement the investment to the satisfaction of Toronto Atmospheric Fund’s Solicitor.
3. Directed that the confidential information contained in Confidential Attachments 1 and 2 to the report (January 21, 2021) from the Vice President, Impact Investing remain confidential in their entirety, as they contain 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.
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 commercial and financial information, 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
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 $1 million is in compliance with the maximum allocation for Private Equity set out in Toronto Atmospheric Fund’s investment policy.
Background Information
https://www.toronto.ca/legdocs/mmis/2021/ta/bgrd/backgroundfile-162824.pdf
Confidential Attachment 1 - Investment Request
Confidential Attachment 2 - Pitch Deck
Motions
TA10.8 - Direct Investment Request (Update) - 2020 - No. 3.1
- Decision Type:
- ACTION
- Status:
- Amended
Confidential Attachment - Commercial and financial information, supplied in confidence to the Toronto Atmospheric Fund, which, if disclosed, could reasonably be expected to significantly prejudice 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 $2,841,800 and gross $3,363,800 subject to the terms and conditions outlined by the Investment Committee at its meeting of 10 December 2020 and as set out in Confidential Attachment 1 to the report (January 22, 2021) from the Vice President, Impact Investing.
2. Directed the Vice President, Impact Investing to implement the investment to the satisfaction of Toronto Atmospheric Fund’s Solicitor.
3. If deemed necessary by the Chief Financial Officer and Treasurer, in consultation with the City Solicitor, requested, via the City Manager, Council approval for the investment as it exceeds $2,000,000.
4. Directed that the confidential information contained in Confidential Attachment 1 to the report (January 22, 2021) from the Vice President, Impact Investing 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 significantly prejudice the competitive position or interfere significantly with the contractual or other negotiations of a person, group of persons, or organization.
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 commercial and financial information, supplied in confidence to the Toronto Atmospheric Fund, which, if disclosed, could reasonably be expected to significantly prejudice the competitive position or interfere significantly with the contractual or other negotiations of a person, group of persons, or organization.
Origin
Summary
The Investment Committee recommends increasing the previously-approved investment from $2,500,000 Net to $2,841,800 Net ($3,363,800 Gross). The increase is based on similar potential for risk-adjusted return and an increased potential for impact aligned with Toronto Atmospheric Fund's mandate.
Background Information
https://www.toronto.ca/legdocs/mmis/2021/ta/bgrd/backgroundfile-162829.pdf
Confidential Attachment 1
Motions
That the Recommendations in the report be amended to read as follows:
The Board of Directors of the Toronto Atmospheric Fund:
1. Approve an investment of up to net $2,841,800 and gross $3,363,800 subject to the terms and conditions outlined by the Investment Committee at its meeting of 10 December 2020 and as set out in Confidential Attachment 1.
2. Direct the Vice President, Impact Investing to implement the investment to the satisfaction of Toronto Atmospheric Fund’s Solicitor.
3. If deemed necessary by the Chief Financial Officer and Treasurer, in consultation with the City Solicitor, request, via the City Manager, Council approval for the investment as it exceeds $2,000,000.
4. Direct that the confidential information contained in Confidential Attachment 1 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 significantly prejudice the competitive position or interfere significantly with the contractual or other negotiations of a person, group of persons, or organization.
TA10.9 - Source of Toronto Atmospheric Fund Financing an Energy Savings Performance Agreement (ESPA) Transaction
- Decision Type:
- Information
- Status:
- Received
Board Decision
The Board of Directors of the Toronto Atmospheric Fund received the item for information.
Origin
Summary
The Investment Committee received advice from staff that it would be appropriate to use funds from the Canada endowment to finance a retrofit which has already been initiated with funds from the Toronto and Ontario endowments. Although the Canada endowment was received subsequent to these allocations, and the direction is not to use new funds for completed direct investments, the financing for this project has not been fully advanced. The purpose of this report is to advise the Board regarding the use of funds in this specific case.
Background Information
https://www.toronto.ca/legdocs/mmis/2021/ta/bgrd/backgroundfile-162841.pdf
Motions
That the item be received for information.
TA10.10 - Investment Policy and Practices
- Decision Type:
- ACTION
- Status:
- Amended
Board Decision
The Board of Directors of the Toronto Atmospheric Fund:
1. Amended the Statement of Investment Objectives and Principles (SIOP) as presented in Attachment 1 to the report (January 22, 2021) from the Chief Executive Officer.
2. Requested, via the City Manager, City Council approval of the Statement of Investment Objectives and Principles (SIOP) as presented in Attachment 1 to the report (January 22, 2021) from the Chief Executive Officer.
3. Adopted the investment practices presented in Attachment 2 to the report (January 22, 2021) from the Chief Executive Officer and directed staff and the Investment Committee to use these in the course of their work.
Origin
Summary
The tripartite Toronto Atmospheric Fund, City of Toronto and Federation of Canadian Municipalities Funding Agreement sets out the terms and conditions for the $40 million Canada endowment, including the expectations for its investment. Toronto Atmospheric Fund’s Council-approved Statement of Investment Objectives and Principles (SIOP) already meets most of these, but eleven (11) gaps between the current, published SIOP and the expectations have been identified. It is proposed that seven (7) of these be addressed by amending the SIOP and four (4) of these be addressed by establishing the relevant practice to be undertaken by staff and the Investment Committee.
Background Information
https://www.toronto.ca/legdocs/mmis/2021/ta/bgrd/backgroundfile-160435.pdf
Attachment 1 - Proposed amendments to TAF’s Statement of Investment Objectives and Principles (SIOP)
https://www.toronto.ca/legdocs/mmis/2021/ta/bgrd/backgroundfile-160456.pdf
Attachment 2 - Proposed Investment Practices
https://www.toronto.ca/legdocs/mmis/2021/ta/bgrd/backgroundfile-160457.pdf
Motions
That the Board of Directors of the Toronto Atmospheric Fund request, via the City Manager, City Council approval of the Statement of Investment Objectives and Principles (SIOP) as presented in Attachment 1.
TA10.11 - Appointment to Toronto Atmospheric Fund's Investment Committee
- Decision Type:
- ACTION
- Status:
- Adopted
Confidential Attachment - This report deals with personal matters about an identifiable person.
Board Decision
The Board of Directors of the Toronto Atmospheric Fund:
1. Appointed the individual listed in Confidential Attachment No.1 to the report (January 22, 2021) from the Chief Executive Officer to the Investment Committee.
2. Instructed the City Clerk to make the appointee's name public once appointed by the Board, and directed that the balance of Confidential Attachment No. 1 to the report (January 22, 2021) from the Chief Executive Officer remain confidential as it deals with personal matters about an identifiable person.
(February 5, 2021) The individual appointed to the Investment Committee is Bernard Li.
Origin
Summary
The appointment of a new member to Toronto Atmospheric Fund's Investment Committee is recommended.
Background Information
https://www.toronto.ca/legdocs/mmis/2021/ta/bgrd/backgroundfile-162843.pdf
Confidential Attachment 1 - CV of Proposed Appointee
Motions
TA10.12 - Appointment of Board Secretary
- Decision Type:
- ACTION
- Status:
- Adopted
Board Decision
The Board of Directors of the Toronto Atmospheric Fund:
1. Appointed Graysanne Bedell as Board Secretary until her successor is appointed.
Origin
Summary
This report recommends appointment of Toronto Atmospheric Fund's Board Secretary.
Background Information
https://www.toronto.ca/legdocs/mmis/2021/ta/bgrd/backgroundfile-160197.pdf
Motions
TA10.13 - 2021 Schedule of Board of Directors of Toronto Atmospheric Fund Meetings
- Decision Type:
- Information
- Status:
- Received
Board Decision
The Board of Directors of the Toronto Atmospheric Fund received the item for information.
Summary
In accordance with Toronto Atmospheric Fund By-law Number 1, the Board may appoint one or more days in each year for regular meetings of the Board a time named; no further notice of the regular meetings need be given.
City Council on November 25 and 26, 2020 approved the 2021 schedule of meetings for City Council and its Committees. The schedule of meetings for Board of Directors of the Toronto Atmospheric Fund have been developed to avoid dates, whenever possible, that conflict with the approved City Council schedule; and to avoid meetings on days of cultural or religious significance.
The following meetings of the Board of Directors of the Toronto Atmospheric Fund have been scheduled for the remainder of 2021. The date in April will be TAF’s Annual General Meeting.
Monday, April 26 at 3:00 p.m.
Friday, July 9 at 9:00 a.m.
Friday, November 5 at 9:00 a.m.
Motions
That the item be received for information.
TA10.14 - Appointments to Toronto Atmospheric Fund's Standing Committees
- Decision Type:
- ACTION
- Status:
- Adopted
Board Decision
The Board of Directors of the Toronto Atmospheric Fund:
1. Appointed Councillor Brad Bradford to the Audit Committee.
2. Appointed Graysanne Bedell to the Investment Committee.
3. Appointed Wayne Miranda to the Grants and Programs Committee.
Origin
Summary
This report recommends appointments to Toronto Atmospheric Fund's Audit, Investment, and Grants and Programs Committees.
Background Information
https://www.toronto.ca/legdocs/mmis/2021/ta/bgrd/backgroundfile-163490.pdf
Motions
Procedural Motions
That the minutes of the Board of Directors of the Toronto Atmospheric Fund meeting held on November 6, 2020 be confirmed.
10:45 a.m. - That the Board recess for 5 minutes.
10:53 a.m. - That the Board of Directors of the Toronto Atmospheric Fund recess its public meeting to meet in closed session to consider the following items:
TA10.6 - Direct Investment Request - 2021 - No. 1
TA10.7 - Direct Investment Request - 2021 No. 2
TA10.8 - Direct Investment Request (Update) - 2020 - No. 3.1
as they pertain to commercial and financial information, supplied in confidence to the Toronto Atmospheric Fund, which, if disclosed, could reasonably be expected to significantly prejudice the competitive position or interfere significantly with the contractual or other negotiations of a person, group of persons, or organization.
Announcements
The 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
Tim Stoate, VP, Impact Investing, Toronto Atmospheric Fund
Bryan Purcell, VP, Policy and Programs, Toronto Atmospheric Fund
Fatimar Crerar, VP, Strategy and Partnerships, Toronto Atmospheric Fund
Ian Klesmer, Director, Strategy and Grants, Toronto Atmospheric Fund
Rob Wotten, Director, Finance, Toronto Atmospheric Fund
Julie Leach, Manager, Communications, Toronto Atmospheric Fund
Evan Wiseman, Climate Policy Manager, Toronto Atmospheric Fund
Jaime Klein, Operations Lead, Toronto Atmospheric Fund
Chris Vincent, Accountant, Toronto Atmospheric Fund
Iryna Halubkova, Manager, Impact Investing, Toronto Atmospheric Fund
Cliff Goldfarb, Lawyer, Gardiner Roberts LLP
Heather Keachie, Lawyer, Gardiner Roberts LLP
Scott Pasternack, Solicitor, Legal Services, City of Toronto
Rich Whate, Corporate Management Policy Consultant, City Manager's Office, City of Toronto
Meeting Sessions
Session Date | Session Type | Start Time | End Time | Public or Closed Session |
---|---|---|---|---|
2021-02-05 | Morning | 9:09 AM | 10:45 AM | Public |
2021-02-05 | Morning | 10:53 AM | 10:54 AM | Public |
2021-02-05 | Morning | 10:55 AM | 11:46 AM | Closed |
2021-02-05 | Morning | 11:47 AM | 11:55 AM | Public |
Attendance
Date and Time | Quorum | Members |
---|---|---|
2021-02-05 9:09 AM - 10:45 AM (Public Session) |
Present |
Present: Karim Bardeesy, Graysanne Bedell, Antoine Belaieff, Shelley Carroll, Andrew Dooner, Mike Layton, Jacoline Loewen, Kimberly Marshall, Wayne Miranda, Parminder Sandhu (Chair) Not Present: Brad Bradford |
2021-02-05 10:53 AM - 10:54 AM (Public Session) |
Present |
Present: Karim Bardeesy, Graysanne Bedell, Antoine Belaieff, Andrew Dooner, Mike Layton, Jacoline Loewen, Kimberly Marshall, Wayne Miranda, Parminder Sandhu (Chair) Not Present: Brad Bradford, Shelley Carroll |
2021-02-05 10:55 AM - 11:46 AM (Closed Session) |
Present |
Present: Karim Bardeesy, Graysanne Bedell, Antoine Belaieff, Andrew Dooner, Mike Layton, Jacoline Loewen, Kimberly Marshall, Wayne Miranda, Parminder Sandhu (Chair) Not Present: Brad Bradford, Shelley Carroll |
2021-02-05 11:47 AM - 11:55 AM (Public Session) |
Present |
Present: Karim Bardeesy, Graysanne Bedell, Antoine Belaieff, Andrew Dooner, Mike Layton, Jacoline Loewen, Kimberly Marshall, Wayne Miranda, Parminder Sandhu (Chair) Not Present: Brad Bradford, Shelley Carroll |