Minutes To be Confirmed
Board of Directors of the Toronto Atmospheric Fund
- Meeting No.:
- 14
- Contact:
- Jennifer Lin, Committee Secretary
- Meeting Date:
- Friday, November 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 public health guidelines and prevent the spread of COVID-19.
TA14.1 - 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-172376.pdf
Motions
That the item be received for information.
TA14.2 - Draft 2022 Consolidated Operating Budget
- Decision Type:
- ACTION
- Status:
- Adopted
Board Decision
The Board of Directors of the Toronto Atmospheric Fund:
1. Approved the 2022 Consolidated Operating Budget as presented in Attachment 1 to the report (October 22, 2021) from the Director of Finance, Toronto Atmospheric Fund.
Origin
Summary
TAF’s 2022 Operating Budget is presented for Board consideration and approval.
The opening net asset value (NAV) of TAF’s three endowments is estimated at $104 million.
Revenues have been budgeted based on: a conservative annual return of 5.5 percent on the marketable securities portfolio; an attainable direct investment portfolio that factors in risk / return expectations; attracting external revenues for specific projects in line with previous years’ results; using some of the $2 million Canada operating funds; and a one-time draw from the Toronto endowment recognizing consistent above-projected returns which has filled the Stabilization Fund.
Expenditures are based on: the available resources, including investment proceeds and external funds (which are not spent until raised); the minimum grant and maximum administrative expense requirements; and compliance with the Payout Ratio established to protect the endowments. The proposed budget includes both permanent and term contract positions.
The 2022 Business Plan to advance climate solutions for the Greater Toronto and Hamilton Area (GTHA) will be presented to the Board at the first meeting of 2022 and will be crafted in keeping with the approved 2022 Operating Budget.
Background Information
https://www.toronto.ca/legdocs/mmis/2021/ta/bgrd/backgroundfile-172377.pdf
Attachment 1 - Draft 2022 Consolidated Operating Budget
https://www.toronto.ca/legdocs/mmis/2021/ta/bgrd/backgroundfile-172378.pdf
Motions
TA14.3 - 2022 Annual Planning
- Decision Type:
- ACTION
- Status:
- Adopted
Board Decision
The Board of Directors of the Toronto Atmospheric Fund:
1. Received the report (October 22, 2021) from the Vice President, Strategy and Partnerships, Toronto Atmospheric Fund for information.
Origin
Summary
The 2021 Evaluation and Reporting, and 2022 Annual Planning cycle is kicking off and we welcome input from the Board.
Background Information
https://www.toronto.ca/legdocs/mmis/2021/ta/bgrd/backgroundfile-172379.pdf
Motions
TA14.4 - Presentation - Zero-Emission Vehicle Infrastructure Program Update
- Decision Type:
- Presentation
- Status:
- Received
Board Decision
The Board of Directors of the Toronto Atmospheric Fund received the item for information.
Decision Advice and Other Information
The Director, Strategy and Grans and the Manager, Electric Vehicle Charging Program, Toronto Atmospheric Fund gave a presentation on Zero-Emission Vehicle Infrastructure Program Update.
Summary
The Manager, Electric Vehicle Charging Program, Toronto Atmospheric Fund will give a presentation on Zero-Emission Vehicle Infrastructure Program Update. This presentation will provide an overview of the current status and future plans for the Zero-Emission Vehicle Infrastructure Program (ZEVIP) including program background, goals, offering for funding recipients, and implementation timeline. Staff can respond to questions and are seeking connections with organizations who might be interested securing funding for the installation of Electric Vehicle (EV) charging stations in public locations, multi-unit residential buildings and on-street locations.
Background Information
https://www.toronto.ca/legdocs/mmis/2021/ta/bgrd/backgroundfile-172937.pdf
Motions
That the item be received for information.
TA14.5 - Appointment to the Clean Air Investment Trust Ventures Inc.
- Decision Type:
- ACTION
- Status:
- Adopted
Board Decision
The Board of Directors of the Toronto Atmospheric Fund:
1. Removed Jacoline Loewen from the Board of Directors of Clean Air Investment Trust Ventures Inc.
2. Appointed Jean Olemou to the Board of Directors of Clean Air Investment Trust Ventures Inc.
Origin
Summary
The Clean Air Investment Trust Ventures Inc. (CVI) is a wholly-owned subsidiary of TAF. Its Board of Directors is made up of at least three members of the TAF Board. Changes to the CVI Board membership are recommended given membership changes to the TAF Board.
Background Information
https://www.toronto.ca/legdocs/mmis/2021/ta/bgrd/backgroundfile-172407.pdf
Motions
TA14.6 - Minutes from the Investment Committee Meeting Held June 17, 2021
- 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 June 17, 2021.
Background Information
https://www.toronto.ca/legdocs/mmis/2021/ta/bgrd/backgroundfile-172387.pdf
Motions
That the item be received for information.
TA14.7 - Direct Investment Request - 2021 No. 3
- 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 investment of up to $250,000 subject to the terms and conditions outlined by the Investment Committee and as set out in Confidential Attachment 1 to the report (October 22, 2021) from the Vice President, Impact Investing, Toronto Atmospheric Fund.
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 to the report (October 22, 2021) from the Vice President, Impact Investing, Toronto Atmospheric Fund remain confidential in its entirety, as it contains 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.
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 TAF’s mandate. The proposed investment of up to $250,000 is in compliance with the maximum allocation for Private Equity set out in TAF’s investment policy.
Background Information
https://www.toronto.ca/legdocs/mmis/2021/ta/bgrd/backgroundfile-172388.pdf
Confidential Attachment 1 - Investment Request
Motions
TA14.8 - Direct Investment Request - 2021 No. 5
- 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 investment of up to USD $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 (October 22, 2021) from the Vice President, Impact Investing, Toronto Atmospheric Fund.
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 to the report (October 22, 2021) from the Vice President, Impact Investing, Toronto Atmospheric Fund remain confidential in its entirety, as it contains 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.
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 TAF’s mandate. The proposed investment of up to USD $1,000,000 is in compliance with the maximum allocation for Private Equity set out in TAF’s investment policy.
Background Information
https://www.toronto.ca/legdocs/mmis/2021/ta/bgrd/backgroundfile-172389.pdf
Confidential Attachment 1 - Investment Request
Motions
TA14.9 - Rescission of Decision Respecting Item TA4.11 - Direct Investment
- Decision Type:
- ACTION
- Status:
- Adopted
Board Decision
The Board of Directors of the Toronto Atmospheric Fund:
1. Rescinded the November 8, 2019 decision 3 on item TA4.11 respecting a Direct Investment of up to $2,000,000.
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
Rescission of a previously approved Direct Investment of up to $2 million as the project, which experienced delays, now has a new investor.
Background Information
https://www.toronto.ca/legdocs/mmis/2021/ta/bgrd/backgroundfile-172390.pdf
Motions
TA14.10 - Rescission of Decision Respecting Item TA 5.9 - Direct Investment
- Decision Type:
- ACTION
- Status:
- Adopted
Board Decision
The Board of Directors of the Toronto Atmospheric Fund:
1. Rescinded the February 14, 2020 decision on Item TA5.9 - Direct Investment Request respecting a Direct Investment of up to $1,500,000.
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
Rescission of a previously approved Direct Investment as the company was able to raise equity which further de-risked the opportunity and a major bank supplanted TAF’s position.
Background Information
https://www.toronto.ca/legdocs/mmis/2021/ta/bgrd/backgroundfile-172391.pdf
Motions
TA14.11 - Minutes from the Grants and Programs Committee Meeting Held October 8, 2021
- 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 Grants and Programs Committee meeting held on October 8, 2021.
Background Information
https://www.toronto.ca/legdocs/mmis/2021/ta/bgrd/backgroundfile-172393.pdf
Motions
That the item be received for information.
TA14.12 - Grants and Program Allocation Recommendations
- Decision Type:
- ACTION
- Status:
- Adopted
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 following grants to be funded jointly from the Canada, Ontario and Toronto endowments except where otherwise indicated:
a. $250,000 over 24 months to Electric Mobility Canada to develop and promote best practice policies, programs, and infrastructure investments that will enable the transition to 100 percent zero emissions light duty vehicles sales in Canada by 2030 (funded from the Canada and Toronto endowments only).
b. $150,000 over 18 months to Pembina Institute to develop a national zero emissions medium- and heavy-duty vehicle (MHDV) strategy, outlining priority actions and policy changes needed to achieve 100 percent zero emissions MHDV sales by 2040 (funded from the Canada and Toronto endowments only). Approval to be subject to the following conditions:
- Submit for Toronto Atmospheric Fund staff approval an updated project plan and stakeholder consultation strategy which identifies how the project will mobilize all relevant stakeholders and leverage all opportunities, policy windows, and key messages to achieve the desired outcomes.
- With the support of a Developmental Evaluation coach, prepare and implement a Developmental Evaluation plan to assess progress against objectives on an ongoing basis, and report against the plan in interim reports.
c. $88,725 over 18 months to Toronto and Region Conservation Authority to assess the economic and environmental benefits of hybrid heating systems and heat pump technologies, and to raise awareness of those benefits through a communications strategy targeted at policy makers, homeowners, and industry stakeholders such as manufacturers, HVAC installers, and energy advisors (funded from the Canada, Ontario, and Toronto endowments). Approval to be subject to the following conditions:
- The grantee will consult with Heating, Refrigeration, and Air Conditioning Institute of Canada, and engage them as a project partner to promote project findings and recommendations to their network and membership.
- The grantee will allocate an additional $10,000 towards the communications activities, strategies, and material expenses to ensure that the project outputs and key messages are delivered to the target audience.
2. Declined three grant requests with a total value of $359,000, summarized in Confidential Attachment 1 to the report (October 22, 2021) from the Director, Strategy and Grants, Toronto Atmospheric Fund.
3. Approved the following program allocation:
a. $949,500 over 12 months to support Toronto Atmospheric Fund’s functional and focus area teams in implementing their priority programs and strategies for 2022. (The allocation to Toronto Atmospheric Fund’s policy team ($8,000) from the Canada and Toronto endowments, and the balance ($941,500) funded proportionately from the Canada, Ontario, and Toronto endowments.)
4. Directed that the confidential information contained in Confidential Attachment 1 to the report (October 22, 2021) from the Director, Strategy and Grants, Toronto Atmospheric Fund remain confidential in its entirety, as it contains 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.
Origin
Summary
At its October 8, 2021 meeting, the TAF Grants and Programs Committee recommended that the Board approve three grants with a combined value of $488,725 and one internal program allocation with a total value of $949,500. This report provides recommendations and minutes from the Committee meeting.
Background Information
https://www.toronto.ca/legdocs/mmis/2021/ta/bgrd/backgroundfile-172394.pdf
Confidential Attachment 1 - Summary of Declined Grant Requests
Motions
TA14.13 - Establishing a Human Resources Committee and Its Priorities
- Decision Type:
- ACTION
- Status:
- Amended
Board Decision
The Board of Directors of the Toronto Atmospheric Fund:
1. Dissolved the Executive Compensation and Performance Review Committee.
2. Established a Human Resources Committee with Terms of Reference, as set out in Attachment 1 to the report (October 22, 2021) from the Vice President, Strategy and Partnerships, Toronto Atmospheric Fund.
3. Appointed Andrew Dooner as Chair of the Human Resources Committee, and appointed Parminder Sandhu and Councillor Shelley Carroll as members of the Human Resources Committee.
4. Appointed Stuart Galloway as Chair of the Audit Committee.
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 personal matters about an identifiable individual, including municipal or local board employees.
Origin
Summary
This report provides an update on human resource-related activities and recommends changes to the name and scope of the Executive Compensation and Performance Review Committee to serve the wider mission-critical HR needs of the organization.
The Committee has identified two priorities for 2022: succession planning and recruitment as TAF’s VP Impact Investing is retiring in June and guidance on responding to the compensation study currently being undertaken.
Background Information
https://www.toronto.ca/legdocs/mmis/2021/ta/bgrd/backgroundfile-172404.pdf
Attachment 1 - Proposed Updates to Terms of Reference for the Human Resources Committee
https://www.toronto.ca/legdocs/mmis/2021/ta/bgrd/backgroundfile-172406.pdf
Motions
That the Board of Directors of Toronto Atmospheric Fund:
1. Dissolve the Executive Compensation and Performance Review Committee.
2. Establish a Human Resources Committee with Terms of Reference, as set out in Attachment 1.
3. Appoint Andrew Dooner as the Chair of the Human Resources Committee, and appoint Parminder Sandhu and Councillor Shelley Carroll as members of the Human Resources Committee.
That the Board of Directors of the Toronto Atmospheric Fund:
1. Appoint Stuart Galloway as Chair of the Audit Committee.
TA14.14 - Minutes from the Executive Compensation and Performance Review Committee Meeting Held August 18, 2021
- Decision Type:
- Information
- Status:
- Received
Board Decision
The Board of Directors of the Toronto Atmospheric Fund received the item for information.
Origin
Summary
Minutes of the Executive Compensation and Performance Review Committee meeting held on August 18, 2021.
Background Information
https://www.toronto.ca/legdocs/mmis/2021/ta/bgrd/backgroundfile-172405.pdf
Motions
That the item be received for information.
TA14.15 - Unaudited Financial Reports for Year-to-Date the Second Quarter and the Third Quarter of 2021
- 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 six months ended June 30, 2021 (Q2) and nine months ended September 30, 2021 (Q3) are provided in Attachments 1 and 2.
Background Information
https://www.toronto.ca/legdocs/mmis/2021/ta/bgrd/backgroundfile-172752.pdf
Attachment 1 - Quarterly Financial Statement of Revenues and Expenditures (Unaudited) for Six Months Ending June 30, 2021
https://www.toronto.ca/legdocs/mmis/2021/ta/bgrd/backgroundfile-172753.pdf
Attachment 2 - Quarterly Financial Statement of Revenues and Expenditures (Unaudited) for Nine Months Ending September 30, 2021
https://www.toronto.ca/legdocs/mmis/2021/ta/bgrd/backgroundfile-172754.pdf
Motions
That the item be received for information.
Procedural Motions
That the minutes of the Board of Directors of the Toronto Atmospheric Fund meeting held on July 9, 2021 be confirmed.
10:36 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:
TA14.7 - Direct Investment Request - 2021 No. 3,
TA14.8 - Direct Investment Request - 2021 No. 5,
TA14.9 - Rescission of Decision Respecting Item TA4.11 - Direct Investment, and
TA14.10 - Rescission of Decision Respecting Item TA 5.9 - Direct Investment
as they pertain 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.
TA14.13 - Establishing a Human Resources Committee and Its Priorities
as it pertains to personal matters about an identifiable individual, including municipal or local board employees.
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 Chair acknowledged and thanked outgoing Board member Councillor Brad Bradford for his support and contributions to the Board, and welcomed new Board members Stuart Galloway and Jean Olemou.
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
Bryan Purcell, VP, Policy and Programs, Toronto Atmospheric Fund
Fatimar Crerar, VP, Strategy and Partnerships, Toronto Atmospheric Fund
Tim Stoate, VP, Impact Investing, Toronto Atmospheric Fund
Ian Klesmer, Director, Strategy and Grants, Toronto Atmospheric Fund
Rob Wotten, Director, Finance, Toronto Atmospheric Fund
Nicole Leite, Director, Impact Investing, Toronto Atmospheric Fund
Jaime Klein, People and Operations Manager, Toronto Atmospheric Fund
Simone Hacikyan, Electrical Vehicle Charing Program Manager, Toronto Atmospheric Fund
Cliff Goldfarb, Lawyer, Gardiner Roberts LLP
Heather Keachie, Lawyer, Gardiner Roberts LLP
Scott Pasternack, Solicitor, Legal Services, City of Toronto
Meeting Sessions
Session Date | Session Type | Start Time | End Time | Public or Closed Session |
---|---|---|---|---|
2021-11-05 | Morning | 9:08 AM | 10:36 AM | Public |
2021-11-05 | Morning | 10:45 AM | 11:41 AM | Closed |
2021-11-05 | Morning | 11:42 AM | 11:52 AM | Public |
Attendance
Date and Time | Quorum | Members |
---|---|---|
2021-11-05 9:08 AM - 10:36 AM (Public Session) |
Present |
Present: Graysanne Bedell, Antoine Belaieff, Shelley Carroll, Andrew Dooner, Stuart Galloway, Mike Layton, Kimberly Marshall, Wayne Miranda, Jean Olemou, Parminder Sandhu (Chair) |
2021-11-05 10:45 AM - 11:41 AM (Closed Session) |
Present |
Present: Graysanne Bedell, Antoine Belaieff, Shelley Carroll, Andrew Dooner, Stuart Galloway, Mike Layton, Kimberly Marshall, Wayne Miranda, Jean Olemou, Parminder Sandhu (Chair) |
2021-11-05 11:42 AM - 11:52 AM (Public Session) |
Present |
Present: Graysanne Bedell, Antoine Belaieff, Shelley Carroll, Andrew Dooner, Stuart Galloway, Mike Layton, Kimberly Marshall, Wayne Miranda, Jean Olemou, Parminder Sandhu (Chair) |