Minutes Confirmed on July 13, 2022

Board of Directors of the Toronto Atmospheric Fund

Meeting No.:
17 (Special)
Contact:
Jennifer Lin, Committee Secretary
Meeting Date:
Wednesday, May 25, 2022

Phone:
416-338-5089
Start Time:
1:00 PM
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.

 

TA17.1 - Draft Audited Consolidated Financial Statements for the Year Ended December 31, 2021

Decision Type:
ACTION
Status:
Received

Board Decision

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

Origin

(May 11, 2022) Report from the Director of Finance, Toronto Atmospheric Fund

Summary

This is to advise that a report on Draft 2021 Audited Consolidated Financial Statements will be on the agenda of the Board of Directors of the Toronto Atmospheric Fund May 25, 2022 meeting. Additional time is required for the Audit Committee to meet and for the Auditor to complete the report, but it will be circulated in advance of the meeting

Background Information

(May 11, 2022) Report from the Director of Finance, Toronto Atmospheric Fund on Director of Finance on Draft Audited Consolidated Financial Statements for the Year Ended December 31, 2021 - Placeholder
https://www.toronto.ca/legdocs/mmis/2022/ta/bgrd/backgroundfile-225810.pdf

Motions

Motion to Receive Item moved by Parminder Sandhu (Carried)

That the item be received for information.

TA17.2 - Appointment of Officers

Decision Type:
ACTION
Status:
Deferred

Board Decision

The Board of Directors of the Toronto Atmospheric Fund deferred consideration of the item until the July 13, 2022 Board meeting.

Origin

(May 11, 2022) Report from the Chief Executive Officer, Toronto Atmospheric Fund

Summary

Toronto Atmospheric Fund By-law No. 1, Section 5.1. states that the Officers of the Corporation shall be appointed annually by and shall hold their appointments at the pleasure of the Board or until successors are duly appointed. This report recommends appointment of Officers of the Corporation.

Background Information

(May 11, 2022) Report from the Chief Executive Officer, Toronto Atmospheric Fund on Appointment of Officers
https://www.toronto.ca/legdocs/mmis/2022/ta/bgrd/backgroundfile-225792.pdf

Motions

Motion to Defer Item moved by Parminder Sandhu (Carried)

That consideration of the item be deferred until the July 13, 2022 Board meeting.

TA17.3 - Governance Review Updates

Decision Type:
ACTION
Status:
Amended

Board Decision

The Board of Directors of the Toronto Atmospheric Fund:

 

1.  Conveyed to City Council, via the City Manager, the Board of Directors’ general agreement with the proposed updates to the Relationship Framework, as set out in Attachment 1 to the report (May 16, 2022) from the Chief Executive Officer, Toronto Atmospheric Fund, subject to such technical non-substantive changes to Section 5.1.1 clause (i), Section 5.2.6, Section 6.1.11 and Section 7.1,  based on the discussion by the Board at the meeting, to be reviewed on behalf of the Board by the Chair and Board member Graysanne Bedell, and finalized by the City and Toronto Atmospheric Fund.

 

2.  Requested, via the City Manager, City Council’s approval for Toronto Atmospheric Fund and the City to pursue certain amendments to the Toronto Atmospheric Fund Act, including:

 

a.  To remove or amend outdated references to the Municipal Act; and

 

b.  To remove the requirement for committees of Toronto Atmospheric Fund to hold Open Meetings.

 

3.  Delegated to Toronto Atmospheric Fund’s Chief Executive Officer the responsibility to implement the Relationship Framework and the Statement of Investment Objectives and Principles requirements, as appropriate, once approved by City Council.

Origin

(May 16, 2022) Report from the Chief Executive Officer, Toronto Atmospheric Fund

Summary

The Toronto Atmospheric Fund (TAF) and the City have been updating TAF’s governance documents - the Relationship Framework with the City of Toronto (RF), TAF By-law No. 1 (By-laws) and the Toronto Atmospheric Fund Statement of Investment Objectives and Principles (SIOP) - with the goals of reflecting TAF’s growing capacities, endowment and mandate since the documents were last amended; clarifying mechanisms for communication and collaboration with the City; and ensuring that appropriate accountability measures remain in place. 

 

To clarify and streamline the governance documents:

 

-  By-law No. 1 will contain only operational and administrative matters which, with Council approval, will be within the purview of TAF’s Board to approve;

 

-  the RF will contain Council’s requirements and the Procedural By-law which would be approved by Council; and

 

-  the SIOP will contain only investment-related requirements which would be approved by both the Board and Council. 

 
TAF staff will provide an update on the proposed content of the RF, including progress since the April 25 Board meeting. In addition, desirable amendments to the Toronto Atmospheric Fund Act (TAF Act) and several other City policies have been identified through the process of updating the governance documents.  It is anticipated that a report from the City Manager seeking approval of the RF (which contains the Procedural By-law) and SIOP will be on Council’s June 2022 agenda. Updates to By-Law No. 1 will be presented to the Board for approval at its July meeting, after Council’s decision, and the Procedural By-Law for adoption.

Background Information

(May 16, 2022) Report from the Chief Executive Officer, Toronto Atmospheric Fund on Governance Review Updates
https://www.toronto.ca/legdocs/mmis/2022/ta/bgrd/backgroundfile-226024.pdf
Attachment 1 - DRAFT City of Toronto Relationship Framework for the Toronto Atmospheric Fund
https://www.toronto.ca/legdocs/mmis/2022/ta/bgrd/backgroundfile-226145.pdf
Attachment 2 - DRAFT Statement of Investment Objectives and Principles (SIOP)
https://www.toronto.ca/legdocs/mmis/2022/ta/bgrd/backgroundfile-226146.pdf

Motions

Motion to Amend Item moved by Parminder Sandhu (Carried)

That the Board of Directors of the Toronto Atmospheric Fund adopt Recommendations 1 as amended, 3 and 4 in the report (May 16, 2022) from the Chief Executive Officer as follows:

 

1.  Convey to City Council, via the City Manager, the Board of Directors’ general agreement with the proposed updates to the Relationship Framework, as set out in Attachment 1, subject to such technical non-substantive changes to Section 5.1.1 clause (i), Section 5.2.6, Section 6.1.11 and Section 7.1,  based  on the discussion by the Board at the meeting, to be reviewed on behalf of the Board by the Chair and Board member Bedell, and finalized by the City and Toronto Atmospheric Fund.

 

3.  Request, via the City Manager, City Council’s approval for Toronto Atmospheric Fund and the City to pursue certain amendments to the Toronto Atmospheric Fund Act, including:

 

a.  To remove or amend outdated references to the Municipal Act; and

 

b.  To remove the requirement for committees of Toronto Atmospheric Fund to hold Open Meetings.

 

4.  Delegate to Toronto Atmospheric Fund’s Chief Executive Officer the responsibility to implement the Relationship Framework and the Statement of Investment Objectives and Principles requirements, as appropriate, once approved by City Council.

TA17.4 - Chair's Update on Human Resources Matters

Decision Type:
ACTION
Status:
Received

Board Decision

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

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 person.

Origin

(May 12, 2022) Letter from the Chair, Board of Directors of the Toronto Atmospheric Fund

Summary

The Chair, Board of Directors of the Toronto Atmospheric Fund will update the Board on Human Resources matters, including succession planning for the Vice President, Impacting Investing and other positions, as well as an update on the performance review for the Chief Executive Officer.  These matters will require a closed session discussion, as they relate to personal information about identifiable individuals.

Background Information

(May 12, 2022) Letter from the Chair, Board of Directors of the Toronto Atmospheric Fund on Chair's Update on Human Resources Matters
https://www.toronto.ca/legdocs/mmis/2022/ta/bgrd/backgroundfile-226023.pdf

Motions

1 - Motion to Meet in Closed Session moved by Parminder Sandhu (Carried)

2:00 p.m. - That the Board of Directors of the Toronto Atmospheric Fund recess its public meeting to meet in closed session to consider the item as it pertains to personal matters about an identifiable person.


2 - Motion to Receive Item moved by Parminder Sandhu (Carried)

That the item be received for information.

Procedural Motions

Motion to Recess moved by Parminder Sandhu (Carried)

1:15 p.m. - The Board of Directors of the Toronto Atmospheric Fund recess the Board meeting in order to hold its Annual General Meeting.


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 Section 189(4.2) of the City of Toronto Act, 2006 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

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

Rob Wotten, Director, Finance, Toronto Atmospheric Fund

Jaime Klein, People and Operations Manager, Toronto Atmospheric Fund

Cliff Goldfarb, Lawyer, Gardiner Roberts LLP

Heather Keachie, Lawyer, Gardiner Roberts LLP

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

Karyn Spiegelman, Senior Financial Analyst, Finance and Treasury Services, City of Toronto

Matthew Cowley, Acting Manager, Public Appointments Secretariat, City Clerk's Office

Wednesday, May 25, 2022

Meeting Sessions

Session Date Session Type Start Time End Time Public or Closed Session
2022-05-25 Afternoon 1:03 PM 1:15 PM Public
2022-05-25 Afternoon 1:18 PM 2:00 PM Public
2022-05-25 Afternoon 2:02 PM 2:28 PM Closed
2022-05-25 Afternoon 2:29 PM 2:30 PM Public

Attendance

Members were present for some or all of the time period indicated.
Date and Time Quorum Members
2022-05-25
1:03 PM - 1:15 PM
(Public Session)
Present Present: Graysanne Bedell, Antoine Belaieff, Shelley Carroll, Andrew Dooner, Stuart Galloway, Mike Layton, Kimberly Marshall, Jean Olemou, Parminder Sandhu (Chair)
Not Present: Nick Mantas, Wayne Miranda
2022-05-25
1:18 PM - 2:00 PM
(Public Session)
Present Present: Graysanne Bedell, Antoine Belaieff, Shelley Carroll, Andrew Dooner, Stuart Galloway, Mike Layton, Kimberly Marshall, Jean Olemou, Parminder Sandhu (Chair)
Not Present: Nick Mantas, Wayne Miranda
2022-05-25
2:02 PM - 2:28 PM
(Closed Session)
Present Present: Graysanne Bedell, Antoine Belaieff, Shelley Carroll, Andrew Dooner, Stuart Galloway, Mike Layton, Kimberly Marshall, Jean Olemou, Parminder Sandhu (Chair)
Not Present: Nick Mantas, Wayne Miranda
2022-05-25
2:29 PM - 2:30 PM
(Public Session)
Present Present: Graysanne Bedell, Antoine Belaieff, Shelley Carroll, Andrew Dooner, Stuart Galloway, Mike Layton, Kimberly Marshall, Jean Olemou, Parminder Sandhu (Chair)
Not Present: Nick Mantas, Wayne Miranda
Source: Toronto City Clerk at www.toronto.ca/council