Minutes Confirmed on July 14, 2023

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:

1.  Approved the transfer of:

a.  $4,245,402 from the Toronto Internally-restricted (Stabilization) Fund to the Toronto Externally-restricted Fund;

b.  $2,456,504 from the Ontario Internally-restricted (Stabilization) Fund to the Ontario Externally-restricted Fund; and

c.  $1,713,979 from the Canada Internally-restricted (Stabilization) Fund to the Canada Externally-restricted Fund.

2.  Approved the Toronto Atmospheric Fund 2022 Audited Consolidated Financial Statements in Attachment 1 to the report (April 26, 2023) from the Director of Finance, Toronto Atmospheric Fund, unless there are any material changes.

The 2022 Audited Consolidated Financial Statements and Report have been prepared by Welch LLP and are presented to the Toronto Atmospheric Fund (TAF) Board of Directors for approval. These statements provide separate fund accounting for the City of Toronto, Province of Ontario, and Government of Canada endowment funds.

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

Minutes of the Audit Committee meeting held on March 3, 2023

The Board of Directors of the Toronto Atmospheric Fund:

1.  Reappointed the following Officers of the Corporation to hold office at the pleasure of the Board, and until their successors are appointed:

- Vice Chair: Councillor Shelley Carroll

- Corporate Secretary: Graysanne Bedell

- Treasurer: Kimberly Marshall.

This report recommends appointment of the Toronto Atmospheric Fund’s Vice-Chair, Treasurer, and Corporate Secretary.

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

The Chief Executive Officer gave an overview of the 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 presentation from the Toronto Region Board of Trade for information.

The Senior Vice President, Public Policy and Economic Blueprint Institute, Toronto Region Board of  Trade gave a presentation on Toronto Region Board of Trade Climate Priorities and Electrical Vehicle Initiatives.

Colleagues from the Toronto Region Board of Trade, led by Senior Vice President Roselle Martino, will provide an update on their TAF-funded work to advance policies and programs to accelerate electrification of transportation in the Greater Toronto and Hamilton Area (GTHA).

The Board of Directors of the Toronto Atmospheric Fund:  

1.  Rescinded Toronto Atmospheric Fund’s current Business Expense Policy.

2.  Adopted the new Business Expense Policy as set out in Attachment 1 to the report (April 13, 2023) from the Chief Executive Officer, Toronto Atmospheric Fund.

This report recommends adoption of a Business Expense Policy. The current policy was set by the Board in 2016. Updates are in line with City, Provincial and Federal guidelines and requirements, and Toronto Atmospheric Fund’s operational procedures.

The Board of Directors of the Toronto Atmospheric Fund:

1.  Approved the updates to signatories for payments outlined in Attachment 1 to the report (April 13, 2023) from the Chief Executive Officer, Toronto Atmospheric Fund.

This report recommends updates to the signatories required to authorize payments made by Toronto Atmospheric Fund. No changes are proposed to the established signing authorities for financial institution agreements or documents requiring approval by the City’s Chief Financial officer.

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

Minutes of the Investment Committee meeting held on November 16, 2022

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

Minutes of the Direct Investment Committee Meeting held January 24, 2023

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

Minutes of the Direct Investment Committee Meeting held on March 28, 2023

The Board of Directors of the Toronto Atmospheric Fund:

1.  Approved a total investment of $5,750,000 in two Alternative Investment Infrastructure Funds as detailed in Confidential Attachment 1 to the report (April 13, 2023) from the Vice President, Impact Investing, Toronto Atmospheric Fund.

2.  Adopted the Consumer Price Index plus 4 percent as the appropriate benchmark to assess the performance of the Infrastructure Funds within Toronto Atmospheric Fund’s Alternative Investments asset class.

3.  Directed staff to implement the investment transactions subject to the satisfaction of Toronto Atmospheric Fund’s Solicitor and execution by the City Chief Financial Officer.

4.  Instructed the City Clerk to make public the name of the Infrastructure Fund Managers and their funds and amount of the investment commitments following the close of each proposed investment transaction, and direct that the balance of Confidential Attachment 1 to the report (April 13, 2023) from the Vice President, Impact Investing, Toronto Atmospheric Fund remain confidential as is 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 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.

On the recommendation of the Investment Committee, the Vice President Impact Investing recommends an investment in two Infrastructure Funds. These investments will diversify Toronto Atmospheric Fund’s portfolio in keeping with the asset allocation targets in the Statement of Investment Objectives and Principles and provide risk-adjusted returns and mandate-related impact.

The Board of Directors of the Toronto Atmospheric Fund:  

1.  Approved an investment of up to $500,000, subject to the terms and conditions outlined by the Direct Investment Committee at its meeting on March 28, 2023, as set out in Confidential Attachment 1 to the report (April 13, 2023) from the Vice President, Impact Investing, Toronto Atmospheric Fund, and modifications to those terms and conditions to the satisfaction of the Direct Investment Committee based on terms set out in the memorandum provided to the Direct Investment Committee on April 25, 2023.

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 (April 13, 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 commercial and financial 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.

The Direct Investment Committee recommends an investment of up to $500,000 in preferred equity shares. Due diligence demonstrates strong alignment with Toronto Atmospheric Fund’s mandate and potential for appropriate risk-adjusted return. 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.

Minutes of the Grants and Programs Committee meeting held on April 5, 2023

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.  $150,000 over 12 months to Clean Energy Canada to establish the Ontario Clean Energy Industry Alliance and support research and stakeholder engagement to advance a low carbon and affordable electricity supply for Ontario. (Funded from the Canada and Toronto endowments only).

b.  $153,000 over 14 months to the City of Toronto to promote research and engagement on priority actions required to implement embodied carbon management policies and practices across Ontario’s municipalities.

c.  $165,000 over 18 months to Clean Air Partnership to engage municipalities and developers and identify relevant technologies and business models to advance low carbon energy planning in new residential developments. The Committee’s recommendation is subject to the following condition:  the grant seeker should provide written confirmation at the first interim reporting stage that it has secured participation of four municipalities and eight developers in the project.

d.  $300,000 over 24 months to Environmental Defence Canada to mobilize stakeholders and build support for a low-carbon electricity system in Ontario. (Funded from the Canada and Toronto endowments only).

2.  Declined two grant requests with a total value of $224,684. These are summarized in Confidential Attachment 1 to the report (April 13, 2023) from the Senior Grants Manager, Toronto Atmospheric Fund.

3.  Directed that the confidential information contained in Confidential Attachment 1 to the report (April 13, 2023) from the Senior Grants Manager, 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 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 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.

This report provides recommendations from the Toronto Atmospheric Fund Grants and Programs Committee that the Board approve four grants with a combined value of $768,000.

The Board of Directors of the Toronto Atmospheric Fund:

1.  Adopted the Grants Policy as presented in Attachment 1 to the report (April 13, 2023) from the Senior Grants Manager, Toronto Atmospheric Fund, with the second paragraph in the Collaborative Funding – Low Carbon Cities Canada section on Page 6, amended to read as follows:

"To ensure robust governance and enable timely decision-making, TAF participation in an LC3 collaborative grant must adhere to the following requirements:

• The grant funding must be drawn from a dedicated allocation towards LC3 collaborative grants which shall form part of the Board-approved annual grants budget;
• If funding from the dedicated LC3 allocation has not been fully utilized by the final Grants Committee meeting of the year, the remaining balance may be reallocated by the CEO to the annual grants budget as needed; and
• All LC3 collaborative grants supported by TAF must:

o   Receive funding support from at least one other LC3 centre;

o   Include a minimum contribution from other LC3 centres of $10,000 or 20% of the total LC3 contribution, whichever is greater;

o   Have the potential to advance TAF’s mandate within the GTHA;

o   Be approved by TAF’s CEO;

o   Comply with the same eligibility requirements as all other grants funded from the endowment proceeds; and

o   Be reported on to TAF’s Grants and Programs Committee, Board and funders."

This report presents a Grants Policy for Board adoption. The Policy is in compliance with the requirements articulated in Toronto Atmospheric Fund’s updated Relationship Framework with the City and outlines Toronto Atmospheric Fund’s key grant making requirements and accountabilities.

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

At its meeting held March 29-31, 2023, City Council appointed Dan Zilnik to the TAF Board for a term of office from April 3, 2023 to March 31, 2027 and until a successor is appointed.

This new appointment fills the position previously held by Antoine Belaieff whose term has ended effective as of April 2, 2023.

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 Board Chair introduced and welcomed new Board member Dan Zilnik.

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
Aakash Harpalani, Director, Clean Energy, Toronto Atmospheric Fund

Tracy Haynes, Investor Partnerships Manager,  Toronto Atmospheric Fund

Maryam Shekarrizfard, Carbon and Cobenefits Qualification Manager,  Toronto Atmospheric Fund

Cliff Goldfarb, Lawyer, Gardiner Roberts LLP

Umar Saeed, Partner, Welch LLP

Roselle Martino, Senior Vice President, Public Policy and Economic Blueprint Institute, Toronto Region Board of Trade
Jonathan Ricci, Coordinator, Policy & Stakeholder Relations, Toronto Region Board of Trade