Minutes To be Confirmed

Board of Directors of the Toronto Atmospheric Fund

Meeting No.:
3
Contact:
Jennifer Lin, Committee Secretary
Meeting Date:
Friday, July 14, 2023

Phone:
416-338-5089
Start Time:
9:30 AM
E-mail:
tafboard@toronto.ca
Location:
Committee Room 2, City Hall/Video Conference
Chair:
Parminder Sandhu

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

TA3.1 - Chief Executive Officerís Report

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

Origin

(June 29, 2023) Report from the Chief Executive Officer, Toronto Atmospheric Fund

Summary

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

Background Information

(June 29, 2023) Report from the Chief Executive Officer, Toronto Atmospheric Fund on Chief Executive Officerís Report
https://www.toronto.ca/legdocs/mmis/2023/ta/bgrd/backgroundfile-238035.pdf

Motions

Motion to Receive Item moved by Parminder Sandhu (Carried)

That the item be received for information.

TA3.2 - Presentation - Toronto Atmospheric Fund Action on Accelerating Electric Vehicle Adoption

Decision Type:
ACTION
Status:
Adopted

Board Decision

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

Decision Advice and Other Information

The following Toronto Atmospheric Fund staff gave a presentation on Accelerating Electric Vehicles at Toronto Atmospheric Fund:

 

Ian Klesmer, Director, Strategy and Grants

Amanda Mosca, Manager, EV Charging Program

Uzoma Erondu, Senior Manager, Impact Investing

Siddharth Chatpalliwar, Senior Manager, Grants

Samia Anwer, Coordinator, Climate Policy
Julie Leach, Senior Manager, Communications and Campaigns.

Origin

(June 29, 2023) Report from the Chief Executive Officer, Toronto Atmospheric Fund

Summary

Staff will provide an overview of TAF’s Electric Vehicle (EV) work including progress on securing key program and policy objectives, current activities and collaborations, and opportunities for the Board to support our EV-related goals.

Background Information

(June 29, 2023) Report from the Chief Executive Officer, Toronto Atmospheric Fund on Toronto Atmospheric FundAction on Accelerating Electric Vehicle Adoption
https://www.toronto.ca/legdocs/mmis/2023/ta/bgrd/backgroundfile-238016.pdf
Presentation on Accelerating Electric Vehicles at TAF
https://www.toronto.ca/legdocs/mmis/2023/ta/bgrd/backgroundfile-238399.pdf

Motions

Motion to Adopt Item moved by Parminder Sandhu (Carried)

TA3.3 - Unaudited Financial Report for the First Quarter of 2023

Decision Type:
Information
Status:
Received

Board Decision

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

Origin

(June 29, 2023) Report from the Director of Finance, Toronto Atmospheric Fund

Summary

The unaudited financial results for three months ended March 31,2023 (Q1) are provided in Attachment 1.

Background Information

(June 29, 2023) Report from the Director of Finance, Toronto Atmospheric Fund on Unaudited Financial Report for Q1 2023
https://www.toronto.ca/legdocs/mmis/2023/ta/bgrd/backgroundfile-238017.pdf
Attachment 1 - Quarterly Financial Statement of Revenues and Expenditures (Unaudited) for three months ended March 31, 2023
https://www.toronto.ca/legdocs/mmis/2023/ta/bgrd/backgroundfile-238018.pdf

Motions

Motion to Receive Item moved by Parminder Sandhu (Carried)

That the item be received for information.

TA3.4 - 2022 Auditorís Letter to Management

Decision Type:
ACTION
Status:
Adopted

Board Decision

The Board of Directors of the Toronto Atmospheric Fund:

 

1. Received the Auditor’s Letter to Management, as presented in Attachment 1 to the report (June 29, 2023) from the Director of Finance, Toronto Atmospheric Fund, for information.

Origin

(June 29, 2023) Report from the Director of Finance, Toronto Atmospheric Fund

Summary

This report conveys the Auditor’s Letter to Management prepared by Welch LLP, which was not available at the April Board meeting when the 2022 Audited Consolidated Financial Statements were approved.

Background Information

(June 29, 2023) Report from the Director of Finance, Toronto Atmospheric Fund on 2022 Auditorís Letter to Management
https://www.toronto.ca/legdocs/mmis/2023/ta/bgrd/backgroundfile-238019.pdf
Attachment 1 - Auditorís Letter to Management from Welch LLP
https://www.toronto.ca/legdocs/mmis/2023/ta/bgrd/backgroundfile-238020.pdf

Motions

Motion to Adopt Item moved by Kimberly Marshall (Carried)

TA3.5 - Minutes of the Investment Committee Meeting held March 1, 2023

Decision Type:
ACTION
Status:
Received

Board Decision

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

Origin

(June 29, 2023) Report from the Vice President, Impact Investing, Toronto Atmospheric Fund

Summary

Minutes of the Investment Committee meeting held on March 1, 2023

Background Information

(June 29, 2023) Minutes of the Investment Committee Meeting Held on March 1, 2023
https://www.toronto.ca/legdocs/mmis/2023/ta/bgrd/backgroundfile-238021.pdf

Motions

Motion to Receive Item moved by Jean Olemou (Carried)

That the item be received for information.

TA3.6 - Minutes of the Investment Committee Special Meeting Held March 27, 2023

Decision Type:
ACTION
Status:
Received

Board Decision

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

Origin

(June 29, 2023) Report from the Vice President Impact Investing, Toronto Atmospheric Fund

Summary

Minutes of the Investment Committee special meeting held on March 27, 2023.

Background Information

(June 29, 2023) Minutes of the Investment Committee Special Meeting Held on March 27, 2023
https://www.toronto.ca/legdocs/mmis/2023/ta/bgrd/backgroundfile-238022.pdf

Motions

Motion to Receive Item moved by Jean Olemou (Carried)

That the item be received for information.

TA3.7 - Minutes of the Investment Committee Meeting Held June 15, 2023

Decision Type:
ACTION
Status:
Received

Board Decision

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

Origin

(June 29, 2023) Report from the Vice President, Impact Investing, Toronto Atmospheric Fund

Summary

Minutes of the Investment Committee meeting held on June 15, 2023.

Background Information

(June 29, 2023) Minutes of the Investment Committee Meeting Held June 15, 2023
https://www.toronto.ca/legdocs/mmis/2023/ta/bgrd/backgroundfile-238037.pdf

Motions

Motion to Receive Item moved by Jean Olemou (Carried)

That the item be received for information.

TA3.8 - Minutes of the Direct Investment Committee Meeting Held June 20, 2023

Decision Type:
ACTION
Status:
Received

Board Decision

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

Origin

(June 29, 2023) Report from the Vice President, Impact Investing, Toronto Atmospheric Fund

Summary

Minutes of the Direct Investment Committee meeting held on June 20, 2023

Background Information

(June 29, 2023) Minutes of the Direct Investment Committee Meeting Held June 20, 2023
https://www.toronto.ca/legdocs/mmis/2023/ta/bgrd/backgroundfile-238038.pdf

Motions

Motion to Receive Item moved by Kimberly Marshall (Carried)

That the item be received for information.

TA3.9 - 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. $150,000 over 18 months to Indigenous Clean Energy Social Enterprises to support the capacity building of an indigenous housing provider in the Greater Toronto and Hamilton Area and enable them to complete deep retrofits across their portfolio of buildings;
 

b. $212,274 over 24 months to the Ontario Public Health Association to promote research and engagement enabling policy implementation to advance building energy retrofits and improving human health by reducing the impact of indoor heat, funded from the Canada and Toronto endowments only; and

 

c. $75,000 over 12 months to Pollution Probe to promote research identifying renewable energy options and model pathways for achieving a net-zero electricity grid by 2035, funded from the Canada and Toronto endowments only.

 

2. Declined three grant requests with a total value of $487,185 as summarized in Confidential Attachment 1 to the report (June 29, 2023) from the Senior Grants Manager, Toronto Atmospheric Fund. 

 

3. Directed that Confidential Attachment 1 to the report (June 29, 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.

Origin

(June 29, 2023) Report from the Senior Grants Manager, Toronto Atmospheric Fund

Summary

This report recommends three grants with a combined value of $437,274 for Board approval.

Background Information

(June 29, 2023) Report from the Senior Grants Manager, Toronto Atmospheric Fund on Grants and Program Allocation Recommendations
https://www.toronto.ca/legdocs/mmis/2023/ta/bgrd/backgroundfile-238039.pdf
Confidential Attachment 1 - Summary of Declined Grant Requests

Motions

Motion to Adopt Item moved by Wayne Miranda (Carried)

TA3.10 - Conflict of Interest and Confidentiality Policy Updates

Decision Type:
ACTION
Status:
Adopted

Board Decision

The Board of Directors of the Toronto Atmospheric Fund: 

 

1. Amended the Conflict of Interest and Confidentiality Policy as presented in Attachment 1 to the report (June 29, 2023) from the Chief Executive Officer, Toronto Atmospheric Fund.

Origin

(June 29, 2023) Report from the Chief Executive Officer, Toronto Atmospheric Fund

Summary

This report recommends adoption of an updated Conflict of Interest and Confidentiality Policy. The current policy was approved by the Board in 2016.

Background Information

(June 29, 2023) Report from the Chief Executive Officer, Toronto Atmospheric Fund on Conflict of Interest and Confidentiality Policy Updates
https://www.toronto.ca/legdocs/mmis/2023/ta/bgrd/backgroundfile-238041.pdf
Attachment 1 - Conflict of Interest and Confidentiality Policy
https://www.toronto.ca/legdocs/mmis/2023/ta/bgrd/backgroundfile-238042.pdf

Motions

Motion to Adopt Item moved by Parminder Sandhu (Carried)

TA3.11 - Appointment of Members to Toronto Atmospheric Fundís Direct Investment Committee

Decision Type:
ACTION
Status:
Adopted

Confidential Attachment - personal matters about identifiable people.

Board Decision

The Board of Directors of the Toronto Atmospheric Fund:  

 

1. Established the composition of the Direct Investment Committee as nine members, and appoint the individuals listed in Confidential Attachment 1 to the report (June 29, 2023) from the Chief Executive Officer, Toronto Atmospheric Fund as members.

 

2. 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 (June 29, 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 Direct Investment Committee, as set out in Confidential Attachment 1 to the report (June 29, 2023) from the Chief Executive Officer, Toronto Atmospheric Fund, are now public as follows:

 

Bonnie Foley-Wong
Kelly Marshall
Geoff Simonett.

Origin

(June 29, 2023) Report from the Chief Executive Officer, Toronto Atmospheric Fund

Summary

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

Background Information

(June 29, 2023) Report from the Chief Executive Officer, Toronto Atmospheric Fund on Appointment of Members to Toronto Atmospheric Fundís Direct Investment Committee
https://www.toronto.ca/legdocs/mmis/2023/ta/bgrd/backgroundfile-238043.pdf
Confidential Attachment 1 - Proposed Committee Member Profiles

Motions

Motion to Adopt Item moved by Parminder Sandhu (Carried)

TA3.12 - Annual Performance Appraisal of the Toronto Atmospheric Fund Chief Executive Officer

Decision Type:
ACTION
Status:
Adopted

Confidential Attachment - personal matters about an identifiable person.

Board Decision

The Board of Directors of the Toronto Atmospheric Fund:

 

1. Directed that Confidential Attachment 1 to the report (June 29, 2023) from the Chair, Human Resources Committee remain confidential in its entirety, as it deals with personal matters about an identifiable person.

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 identifiable people.

Origin

(June 29, 2023) Report from the Chair, Human Resources Committee

Summary

This report summarizes the performance review of the Toronto Atmospheric Fund’s Chief Executive Officer.

Background Information

(June 29, 2023) Report from the Chair, Human Resources Committee on Annual Performance Appraisal of the Toronto Atmospheric Fund Chief Executive Officer
https://www.toronto.ca/legdocs/mmis/2023/ta/bgrd/backgroundfile-238047.pdf
Confidential Attachment 1 - CEO 360 Survey Results Summary 2020-2023

Motions

Motion to Adopt Item moved by Andrew Dooner (Carried)

TA3.13 - Direct Investment Request - 2023 #3

Decision Type:
ACTION
Status:
Adopted

Confidential Attachment - 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.

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 Direct Investment Committee at its meeting on July 11, 2023, as set out in Confidential Attachment 1 to the report (July 12, 2023) from the Vice President, Impact Investing.

 

2. Directed Toronto Atmospheric Fund’s Vice President, Impact Investing to confirm satisfactory final due diligence has been completed by PaceZero.

 

3. Directed Toronto Atmospheric Fund's Vice President, Impact Investing to implement the investment to the satisfaction of Toronto Atmospheric Fund’s Solicitor.

 

4. Directed that Confidential Attachment 1 to the report (July 12, 2023) from the Vice President, Impact Investing 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.

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 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.

Origin

(July 12, 2023) Report from the Vice President, Impact Investing

Summary

The Direct Investment Committee recommends an investment of up to $1,000,000 in a Second Lien Loan Facility. Due diligence demonstrates strong alignment with TAF’s mandate and appropriate risk-adjusted return. The allocation complies with TAF’s investment policy and target portfolio.

Background Information

(July 12, 2023) Report from the Vice President, Impact Investing on Direct Investment Request - 2023 #3
Confidential Attachment 1 - Direct Investment 2023-3

Motions

Motion to Add New Business at Committee moved by Parminder Sandhu (Carried)

Motion to Adopt Item moved by Graysanne Bedell (Carried)

TA3.14 - Human Resources Matters - Succession Planning

Decision Type:
ACTION
Status:
Amended

Board Decision

The Board of Director of the Toronto Atmospheric Fund:

 

1. Directed the Chair, Human Resources Committee to work with the Chief Executive Officer, Toronto Atmospheric Fund and the Vice President, Strategy and Partnerships, Toronto Atmospheric Fund on a workplan for a succession plan, and report back to the Board of Directors of the Toronto Atmospheric Fund at its next meeting on November 21, 2023.

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 information about identifiable individuals.

Origin

(July 12, 2023) Letter from the Chair, Board of Directors of the Toronto Atmospheric Fund

Summary

The Chair of the Human Resources Committee will provide a verbal update to the Board on succession planning, to be received for information, and to solicit Board input on the planning process before a succession plan is developed. These matters will require a closed session discussion, as they relate to personal information about identifiable individuals.

Background Information

(July 12, 2023) Letter from the Chair, Board of Directors of the Toronto Atmospheric Fund on Human Resources Matters - Succession Planning
https://www.toronto.ca/legdocs/mmis/2023/ta/bgrd/backgroundfile-238335.pdf

Motions

Motion to Add New Business at Committee moved by Parminder Sandhu (Carried)

Motion to Amend Item moved by Andrew Dooner (Carried)

That:

 

1. The Chair, Human Resources Committee work with the Chief Executive Officer, Toronto Atmospheric Fund and the Vice President, Strategy and Partnerships, Toronto Atmospheric Fund on a workplan for a succession plan, and report back to the Board of Directors of the Toronto Atmospheric Fund at its next meeting on November 21, 2023.

Procedural Motions

Motion to Adopt Minutes moved by Wayne Miranda (Carried)

That the minutes of the Board of Directors of the Toronto Atmospheric Fund meeting held on April 27, 2023 be confirmed.


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

10:34 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:

  

TA3.12 - Annual Performance Appraisal of the Toronto Atmospheric Fund Chief Executive Officer

as it pertains to personal matters about an identifiable person.

 

TA3.13 - Direct Investment Request – 2023 #3

 

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.

 

TA3.14 - Human Resources Matters - Succession Planning

 

as it pertains to personal information about identifiable individuals.


Motion to Recess moved by Parminder Sandhu (Carried)

That the Board of Directors of the Toronto Atmospheric Fund recess until 10:50 a.m. in order to give members time to read new business items TA3.13 and TA3.14.


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

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

Ian Klesmer, Director, Strategy and Grants, Toronto Atmospheric Fund
Aakash Harpalani, Director, Clean Energy, Toronto Atmospheric Fund

Ekaterina Tzekova, Director, Research & Innovation, Toronto Atmospheric Fund

Maryam Shekarrizfard, Research and Innovation Manager,  Toronto Atmospheric Fund

Uzoma Erondu, Senior Manager, Impact Investing, Toronto Atmospheric Fund

Amanda Mosca, EV Charging Program Manager, Toronto Atmospheric Fund

Julie Leach, Senior Manager, Communications & Campaigns, Toronto Atmospheric Fund

Samia Anwer, Climate Policy Coordinator, Toronto Atmospheric Fund
Caelin Palmer, Impact Investing Intern, Toronto Atmospheric Fund
Mirha Syed, Communications and Campaigns Intern, Toronto Atmospheric Fund

Cliff Goldfarb, Lawyer, Gardiner Roberts LLP

Heather Keachie, Gardiner Roberts LLP

Daria Mancino, Director, Communications & Issues Management, Councillor Carroll’s Office

 

Friday, July 14, 2023

Meeting Sessions

Session Date Session Type Start Time End Time Public or Closed Session
2023-07-14 Morning 9:33 AM 10:35 AM Public
2023-07-14 Morning 10:52 AM 11:19 AM Closed
2023-07-14 Morning 11:20 AM 11:23 AM Public

Attendance

Members were present for some or all of the time period indicated.
Date and Time Quorum Members
2023-07-14
9:33 AM - 10:35 AM
(Public Session)
Present Present: Graysanne Bedell, Shelley Carroll, Andrew Dooner, Stuart Galloway, Kimberly Marshall, Wayne Miranda, Jean Olemou, Parminder Sandhu (Chair), Dianne Saxe
Not Present: Nick Mantas, Dan Zilnik
2023-07-14
10:52 AM - 11:19 AM
(Closed Session)
Present Present: Graysanne Bedell, Shelley Carroll, Andrew Dooner, Stuart Galloway, Kimberly Marshall, Wayne Miranda, Jean Olemou, Parminder Sandhu (Chair), Dianne Saxe
Not Present: Nick Mantas, Dan Zilnik
2023-07-14
11:20 AM - 11:23 AM
(Public Session)
Present Present: Graysanne Bedell, Shelley Carroll, Andrew Dooner, Stuart Galloway, Wayne Miranda, Jean Olemou, Parminder Sandhu (Chair), Dianne Saxe
Not Present: Nick Mantas, Kimberly Marshall, Dan Zilnik
Source: Toronto City Clerk at www.toronto.ca/council