Minutes To be Confirmed

This meeting of the Board of Directors of the Toronto Atmospheric Fund was conducted with members participating in person and remotely.

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

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

This report provides an update on Toronto Atmospheric Fund initiatives with regard to Governance, Staff and Operational Matters, and Strategic Programs and Operations.

The Board of Directors of the Toronto Atmospheric Fund:

1.  Received the report (January 27, 2023) from the Vice President, Strategy and Partnerships, Toronto Atmospheric Fund for information.

Toronto Atmospheric Fund staff gave a presentation on the 2022 Year End Report.

The attached report presents the outcomes achieved on the objectives established in Toronto Atmospheric Fund’s 2022 Annual Plan. It includes results and insights regarding successes and challenges for the four focus areas - deep retrofits, net zero new construction, electrification of transportation and the electricity system - and for the functional teams that enable all aspects of the Toronto Atmospheric Fund’s work. Progress against Toronto Atmospheric Fund’s performance indicators - carbon emission reduction potential, mobilization of capital for low-carbon solutions, scaling potential, community benefits and equity - is presented quantitatively and qualitatively.

The Board of Directors of the Toronto Atmospheric Fund:

1.  Approved Toronto Atmospheric Fund’s 2023 Annual Plan as set out in Attachment 1 to the report (January 27, 2023) from the Vice President, Strategy and Partnerships, Toronto Atmospheric Fund.

The 2023 Annual Plan is presented for Board consideration and approval. The plan is guided by Toronto Atmospheric Fund’s Strategic Directions and Theory of Change, and benefits from analysis of the successes and challenges experienced in our past work. It sets out four priorities for the year which “follow the carbon”: accelerating deep retrofits, accelerating uptake of EVs, advancing net-zero ready new construction, and accelerating net-zero electricity. Longer-range objectives and specific annual targets are established for each of these, supported by activities from Toronto Atmospheric Fund’s functional teams. A multi-solving approach will be taken to all activities, recognizing that designing climate action to achieve social, financial and environmental objectives makes for more robust outcomes and helps prevent worsening inequities.

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

The unaudited financial results for nine-month period ended September 30, 2022 Third Quarter are provided in Attachment 1. The unaudited financial results for twelve-month period ended December 31, 2022 Fourth Quarter are provided in Attachment 2.

The Board of Directors of the Toronto Atmospheric Fund:

1.  Delegated to the Direct Investment Committee, in accordance with Articles 4.7 c) of the Toronto Atmospheric Fund By-law No. 1-2022, approval of financing for individual Energy Savings Performance Agreements (ESPAs) using existing Board-approved financing agreements established with Efficiency Capital Corporation, provided that:

i.  No financing of an individual ESPA exceeds $2 million.

ii.  Each ESPA is subject to any additional terms and conditions as may be acceptable to the Direct Investment Committee, having considered the appropriate levels of risk and return.

iii.  The Direct Investment Committee regularly reports to the Board with respect to the approved ESPAs.

2.  Confirmed and ratified the following:

i.  The Direct Investment Committee approval on March 31, 2022 of an ESPA investment outlined in Confidential Attachment 1 to the report (January 27, 2023) from the Chief Executive Officer, Toronto Atmospheric Fund.

ii.  The Direct Investment Committee approval on January 24, 2023 of a revision to an existing ESPA investment outlined in Confidential Attachment 1 to the report (January 27, 2023) from the Chief Executive Officer, Toronto Atmospheric Fund.

3.  Directed that the confidential information contained in Confidential Attachment 1 to the report (January 27, 2023) from the Chief Executive Officer, 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.

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 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.

The report recommends that approval of financing for individual Energy Savings Performance Agreements (ESPAs), which are drawn from financing lines that have been approved by the Toronto Atmospheric Fund Board for Efficiency Capital, be delegated to Toronto Atmospheric Fund’s Direct Investment Committee (DC). Prior to the creation of the DC the Board had delegated to the Investment Committee (IC) the ability to determine and approve the terms and conditions of additional investments in EPSAs within the established financing lines. The Direct Investment Committee has assumed responsibility for these types of transactions and the Board may delegate to the Direct Investment Committee in accordance with the recently approved new By-laws.

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 Direct Investment Committee at its meeting on 24 January 2023, as set out in Confidential Attachment 1 to the report (January 27, 2023) from the Vice President, Impact Investing, Toronto Atmospheric Fund.

2.  Directed Toronto Atmospheric Fund’s 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 (January 27, 2023) 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 significantly prejudice the competitive position or interfere significantly with the contractual or other negotiations of a person, group of persons, or organization.

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 information explicitly 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.

This report recommends an investment of up to $1,000,000 in secured green bonds. Due diligence demonstrates strong alignment with Toronto Atmospheric Fund’s mandate and potential for appropriate risk-adjusted returns. The allocation is in compliance with Toronto Atmospheric Fund’s investment policy and target portfolio.

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

February 10, 2023 - The name of the committee in the title of the item and the attachment was corrected to read "Direct Investment Committee".

Minutes from the Direct Investment Committee meeting held October 7, 2022.

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

Minutes from the Grants and Programs Committee meeting held January 23, 2023.

The Board of Directors of the Toronto Atmospheric Fund:

1.  Appointed Councillor Shelley Carroll as Vice Chair of the Board of Directors.

This report recommends appointment the Vice Chair of the Toronto Atmospheric Fund Board of Directors.

The Board of Directors of the Toronto Atmospheric Fund:  

1.  Established the composition of the Investment Committee as seven members, and appointed individuals A and B listed in Confidential Attachment 1 to the report (January 27, 2023) from the Chief Executive Officer, Toronto Atmospheric Fund as members.

2.  Established the composition of the Direct Investment Committee as seven members, and appointed individual C listed in Confidential Attachment 1 to the report (January 27, 2023) from the Chief Executive Officer, Toronto Atmospheric Fund as a member.

3.  Established the composition of the Grants and Programs Committee as ten members, and appointed the individuals D, E, F, G and H listed in Confidential Attachment 1 to the report (January 27, 2023) from the Chief Executive Officer, Toronto Atmospheric Fund as members.

4.  Appointed Wayne Miranda as Chair of the Grants and Programs Committee.

5.  Instructed the City Clerk to make the appointee names public once appointed by the Board, and directed that the balance of Confidential Attachment 1 to the report (January 27, 2023) from the Chief Executive Officer, Toronto Atmospheric Fund remain confidential as it deals with personal matters about identifiable people.

The names of the individuals appointed to the committees, as approved in Parts 1, 2 and 3 above and set out in Confidential Attachment 1 are now public as follows:

1.  Investment Committee

·         Sandra Berbari

·         Simon Segall

2.  Direct Investment Committee

·         Sandra McEwen

3.  Grants and Programs Committee

·         Ali Hoss

·         Kirk Johnson

·         Rosemarie Powell

·         Lindsay Wigington

·         Mike Layton

This report recommends the appointment of members to the Toronto Atmospheric Fund’s (TAF) Investment Committee, Direct Investment Committee, and Grants and Programs Committee.

The Board of Directors of the Toronto Atmospheric Fund:

1.  Received the Annual Board Plan in Attachment 1 to the report (January 27, 2023) from the Chair, Board of Directors of the Toronto Atmospheric Fund for information.

A 2023 workplan with key tasks for the year for the Board and Standing Committees is presented for information.

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

Minutes of the Human Resources Committee meeting held January 17, 2023.

The Board of Directors of the Toronto Atmospheric Fund: 

1.  Approved updates to the Chief Executive Officer level salary band as outlined in Confidential Attachment 1 to the report (February 1, 2023) from the Chair of the Human Resources Committee, Toronto Atmospheric Fund.

2.  Directed the Chair of the Board of Directors and Chair of the Human Resources Committee to review and update the Chief Executive Officer contract in collaboration with Toronto Atmospheric Fund’s Solicitor, and negotiate an updated salary in line with the updated salary range and Executive Compensation Policy guidelines.

3.  Directed that the confidential information contained in Confidential Attachment 1 to the report (February 1, 2023) from the Chair of the Human Resources Committee, Toronto Atmospheric Fund remain confidential in its entirety, as deals with personal matters about an identifiable person.

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 identifiable people.

The Chair of the Human Resources Committee will update the Board on Human Resources matters, including a review of compensation for Toronto Atmospheric Fund Chief Executive Officer. Additional materials with recommendations related to the compensation will be provided to the Board for consideration. These matters will require a closed session discussion, as they relate to personal information about identifiable individuals and compensation considerations.

This report recommends updates to the Toronto Atmospheric Fund’s Chief Executive Officer-level salary range, and requests that the Board of Directors direct the Board Chair and Human Resources Committee Chair to work with Toronto Atmospheric Fund’s legal counsel to update the Chief Executive Officer contract and negotiate an update to the Chief Executive Officer salary for 2023 in line with the approved salary band and current Executive Compensation Policy.

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

In accordance with the Procedural By-law for Meetings of the Board of Directors of the Toronto Atmospheric Fund, the Chair, in consultation with the City Clerk, determines the place, day and hour of its regular Meetings and the schedule of those Meetings shall be publicly available by the beginning of each calendar year, or as soon as possible following the beginning of a new term of Council.

City Council on November 23 and 24, 2022 approved the 2023 schedule of meetings for City Council and its Committees.  The schedule of meetings for Board of Directors of the Toronto Atmospheric Fund has 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 2023:

Friday February 10, 2023 at 9:30 a.m.

Thursday April 27, 2023 - 1:30 p.m.

Friday July 14, 2023 - 9:30 a.m.

Tuesday November 21, 2023 - 9:30 a.m.

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.

Where the Members of the Board of Directors of the Toronto Atmospheric Fund listed in the attendance for this meeting participated remotely, they were counted for quorum, as permitted by Section 189(4.2) of the City of Toronto Act, 2006 and the Board's Procedures.

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

Kristian Knibutat, Vice President, Impact Investing, Toronto Atmospheric Fund

Rob Wotten, Director, Finance, Toronto Atmospheric Fund

Siddharth Chatpilliwar, Senior Manager, Grants, Toronto Atmospheric Fund

Jaime Klein, People and Operations Manager, Toronto Atmospheric Fund

Ariel Sharir, Impact Investing Analyst, Toronto Atmospheric Fund

Ian Klesmer, Director, Strategy and Grants, Toronto Atmospheric Fund
Julie Leach, Senior Manager, Communications and Campaigns, Toronto Atmospheric Fund

Simone Hacikyan, Manager, EV Charging Program, Toronto Atmospheric Fund
Ekaterina Tzekova, Director, Research and Innovation, Toronto Atmospheric Fund
Keith Burrows, Senior Manager, Low Carbon Buildings, Toronto Atmospheric Fund
Aakash Harpalani, Director, Electricity Systems, Toronto Atmospheric Fund
Evan Wiseman, Senior Manager, Policy, Toronto Atmospheric Fund

Heather Keachie, Lawyer, Gardiner Roberts LLP

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

Scott Pasternack, Legal Services, City of Toronto