Minutes Confirmed on February 12, 2024

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 Matters, Staff and Operational Matters, and Strategic Programs.

The Board of Directors of the Toronto Atmospheric Fund:

1. Received the report (November 7, 2023) from the Director, Strategy and Grants, Toronto Atmospheric Fund for information.

Ian Klesmer, Director, Strategy and Grants, the Toronto Atmospheric Fund gave a presentation on Formulating the Toronto Atmospheric Fund’s Next Strategic Directions.

Toronto Atmospheric Fund is developing a new strategic plan to guide the programming, investment and organizational development required to help achieve our 2030 climate and other objectives. A wide range of stakeholders has been consulted regarding Toronto Atmospheric Fund’s strengths and weaknesses, the threats we face, and opportunities for action and impact. Initial themes and areas for further exploration have been formulated and work will continue to craft new Strategic Directions for Board consideration in April 2024.

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

The unaudited financial results for six months ended June 30, 2023 Second Quarter and for the nine months ended September 30, 2023 Third Quarter are provided in Attachments 1 and 2.

The Board of Directors of the Toronto Atmospheric Fund:

1. Approved the 2024 Consolidated Operating Budget as presented in Attachment 1 to the report (November 7, 2023) from the Director of Finance, Toronto Atmospheric Fund.

Toronto Atmospheric Fund’s 2024 Operating Budget is presented for Board consideration and approval. This is a balanced and self-financed budget, with zero impact on the City’s budget. Revenue for 2024 has been budgeted based on a projected annual return on the marketable securities portfolio which the Investment Committee considers appropriate; the expected returns on the current book of direct investments and estimated return on additional direct investments during the course of the year; and committed external funding.  Expenditures budgeted for 2024 are based on the projected revenues including investment proceeds and external funds, with attention to the minimum grant and maximum administrative expense requirements and compliance with the Payout Ratio established to protect the endowments.  The 2024 Annual Plan to advance climate solutions for the Greater Toronto and Hamilton Area (GTHA) will be presented to the Board at the first meeting of 2024 and will be crafted in keeping with the approved 2024 Operating Budget.

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

Minutes of the Direct Investment Committee meeting held on July 11, 2023.

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

Draft Minutes of the Direct Investment Committee meeting held on October 17, 2023.

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

Draft Minutes of the Investment Committee meeting held on September 13, 2023.

The Board of Directors of the Toronto Atmospheric Fund:  

1. Approved an investment of up to $3,500,000 in a warehouse debt facility and unfunded credit enhancements, subject to the conditions outlined by the Direct Investment Committee at its meeting on October 17, 2023, and set out in Confidential Attachment 1 to the report (November 7, 2023) from the Vice President, Impact Investing, Toronto Atmospheric Fund.

2. Delegated final approval of the terms and conditions of the investment to the Direct Investment Committee.

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 staff to ensure that funds under this facility be made available only to individuals who drive vehicles for hire and not to any ride-sharing companies.

5. Directed that the confidential information contained in Confidential Attachment 1 to the report (November 7, 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 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 Direct Investment Committee recommends an investment of up to $3,500,000 in an innovative financing structure designed to enable Vehicle-for-Hire (VFH) drivers to purchase electric vehicles (EVs). This investment is strongly aligned with Toronto Atmospheric Fund’s mandate to mobilize capital for low-carbon solutions and accelerate EV adoption. The proposed allocation complies with Toronto Atmospheric Fund’s investment policy and target portfolio.

The Board of Directors of the Toronto Atmospheric Fund:  

1. Approved an investment of up to $1,250,000, structured as a convertible note, subject to the high-level terms and conditions outlined by the Direct Investment Committee at its meeting on October 17, 2023, namely completion of full due diligence and valuation, finalization of terms and conditions, and legal review of such terms and conditions by Toronto Atmospheric Fund’s Solicitor.

2. Delegated final approval of the terms and conditions to the Direct Investment Committee.

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 the confidential information contained in Confidential Attachment 1 to the report (November 7, 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 Direct Investment Committee recommends an investment of up to $1,250,000 in amass timber prefabrication company, in the form of a convertible note. This investment is strongly aligned with Toronto Atmospheric Fund’s mandate to mobilize capital for low-carbon solutions and accelerate net-zero new construction. The proposed allocation complies 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 October 19, 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. $189,000 over 36 months (from the Canada and Toronto endowments only) to Buildings Ontario Transformation Hub to promote research and engagement on green development standards and related mechanisms for decarbonizing the building stock in Ontario, subject to the following conditions:

· Confirmation of participation of relevant non-profit partners in the project.

· Submission of a revised workplan and budget reflecting the removal of Strategy 3 and related activities, and engagement of non-profit partners in the project’s activities.

b. $100,000 over 12 months to Create Climate Equity to build the capacity of overburdened communities on climate change and enable their participation in retrofit programs, subject to the following conditions:

· The community engagement effort be focused on pathways for achieving deep and net-zero retrofits, including through fuel switching/electrification.

· Development and implementation of a strategy to engage program delivery agencies and share insights and recommended program design improvements to support the targeted communities in achieving deep retrofit objectives.

· Toronto Atmospheric Fund funding be stage-gated, with the release of the final 25 percent of Toronto Atmospheric Fund’s contribution contingent on Create Climate Equity securing at least $200,000 in additional funding from external sources for the proposed project.

c. $40,000 over 12 months to the Toronto District School Board to assess the feasibility of its parking lots for delivering Electrical Vehicle charging access to local communities.

d. $110,000 over 18 months (from the Canada and Toronto endowments only) to Volta Research for research and engagement on addressing barriers to electrification of Part 9 buildings and support future code adoption and development processes, subject to the following conditions:

· Development and implementation of a knowledge mobilization strategy focused on ensuring the project’s recommendations are considered by key decision-makers.

· Development and implementation of a plan for engaging non-profit and advocacy organizations in the project, including covering their reasonable costs of participation with funding provided by Toronto Atmospheric Fund.

e. $225,000 over 36 months to Building Up to expand their social enterprise operations by adding an insulation and draft-proofing service and delivering training support for workers in the Greater Toronto and Hamilton Area, subject to the following condition:

· Initial and subsequent funding disbursements be conditional on satisfactory due diligence of the proposed social venture by Toronto Atmospheric Fund’s Impact Investing team, and progress against milestones.

f. $72,130 over 24 months to Toronto and Region Conservation Authority to develop a free home heat loss estimator web tool to help contractors with the sizing of air source heat pumps and scale up their deployment.

g. $299,248 over 15 months to Optiwatt for a distributed energy resource (DER) demonstration project focused on managed Electrical Vehicle charging in the Greater Toronto and Hamilton Area, as described in Confidential Attachments 2 and 3 to the report (November 7, 2023) from the Vice President, Impact Investing, Toronto Atmospheric Fund.

2. Declined three grant requests with a total value of $566,890. These are summarized in Confidential Attachment 1 to the report (November 7, 2023) from the Vice President, Impact Investing, Toronto Atmospheric Fund.

3. Approved the allocation of $181,500 over three months (first quarter of 2024) to support Toronto Atmospheric Fund programs as outlined below and to be funded from Canada, Ontario, and Toronto endowments except where otherwise indicated:

· Electrification of transportation: $4,750 to support the expansion of Electrical Vehicle charging in priority areas.

· Decarbonizing Ontario’s electricity system: $23,500 to support the region’s transition to a net-zero grid.

· Retrofit Accelerator: $66,250 to build the market for deep retrofits by collaborating with leading building operators and industry solutions providers to deliver faster and cost-effective deep retrofits.

· Impact Investing: $28,750 to support investments in impact-first projects/companies and maintain management and compliance of Toronto Atmospheric Fund’s investment portfolio.

· Climate Policy: $12,500 (from Canada and Toronto endowments only) to be an effective and influential advocate for urban climate policy with all three levels of government.

· Grants: $13,000 to build the internal and community capacity needed to support effective design and delivery of Toronto Atmospheric Fund-funded initiatives.

· Research and Innovation: $23,750 to deliver critical insights and evaluation to support advancement of climate and social priorities, and to provide research leadership and support to Toronto Atmospheric Fund teams.

· Communications and Campaigns: $9,000 to increase Toronto Atmospheric Fund’s audience reach while maintaining engagement levels towards all focus area priorities.

4. Directed that the confidential information contained in Confidential Attachments 1, 2 and 3 to the report (November 7, 2023) from the Vice President, Impact Investing, Toronto Atmospheric Fund remain confidential in their entirety, as they contain 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 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.

This report recommends approval of seven grants with a combined value of $1,035,378 for Board approval.

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

Minutes of the Human Resources Committee meeting held on October 16, 2023

The Board of Directors of the Toronto Atmospheric Fund:

1. Received the report (November 7, 2023) from the Senior Grants Manager, Toronto Atmospheric Fund for 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.

The Human Resources Committee met in October and will provide an update on work underway to develop a Chief Executive Officer (CEO) succession planning framework, the process for reviewing results and insights from the Toronto Atmospheric Fund Equity Diversity and Inclusion (EDI) Survey to Volunteers and Staff, as well as an update on the CEO Contract renewal process.

The Board of Directors of the Toronto Atmospheric Fund:  

1. Established the composition of the Grants and Programs Committee as eleven members, and appoint the individual listed in Confidential Attachment 1 to the report (November 7, 2023) from the Chief Executive Officer, Toronto Atmospheric Fund as a member.

2. Appointed the individual listed in Confidential Attachment 1 to the report (November 7, 2023) from the Chief Executive Officer, Toronto Atmospheric Fund as a member of the Audit Committee.

3. Instructed the City Clerk to make the appointee names public once appointed by the Board, and direct that the balance of Confidential Attachment 1 to the report (November 7, 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 Grants and Programs Committee and the Audit Committee, as set out in Confidential Attachment 1 to the report (November 7, 2023) from the Chief Executive Officer, Toronto Atmospheric Fund, are now public as follows:

Grants and Programs Committee

Dan Zilnik

Audit Committee

Councillor Josh Matlow

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.

This report recommends the appointment of one member to the Toronto Atmospheric Fund’s (TAF) Grants and Programs Committee and Audit Committee.

The Board of Directors of the Toronto Atmospheric Fund:  

1. Removed Mike Layton from the Board of Directors of Clean Air Investment Trust Ventures Inc.

2. Appointed Dianne Saxe to the Board of Directors of Clean Air Investment Trust Ventures Inc.

The Clean Air Investment Trust Ventures Inc. (CVI) is a wholly-owned subsidiary of Toronto Atmospheric Fund. Its Board of Directors is made up of at least three members of the Toronto Atmospheric Fund Board. An appointment to the CVI Board is recommended given a departure from the Toronto Atmospheric Fund Board.

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.

On Oct. 11 and 12, 2023, City Council considered item ST3.1 and adopted the meeting schedule for 2024 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 days of cultural or religious significance.

The following meeting dates are proposed for 2024. The date in April will also be TAF’s Annual General Meeting.

·       Friday, February 9, 2024, at 9:30 a.m.

·       Friday, April 26, 2024, at 9:30 a.m.

·       Thursday, July 18, 2024, at 9:30 a.m.

·       Thursday, November 21, 2024, at 9:30 a.m. 

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

City Council on July 19 and 20, 2023, considered Item EX6.1 and a copy is attached for the Board's information or appropriate action.

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

Fatima Crerar, VP, Strategy and Partnerships, Toronto Atmospheric Fund

Jaime Klein, People and Operations Manager, Toronto Atmospheric Fund

Heather Keachie, Gardiner Roberts LLP

Eric Cheng, Solicitor, City of Toronto

Samuel Malvea, Finance, City of Toronto

Tracy Haynes, Investor Partnerships Manager, Toronto Atmospheric Fund

Ariel Sharir, Impact Investing Analyst, Toronto Atmospheric Fund

Bryan Purcell, VP, Strategy and Partnerships, Toronto Atmospheric Fund

Siddharth Chatpilliwar, Senior Manager, Grants, Toronto Atmospheric Fund

Rob Wotten, Director, Finance, Toronto Atmospheric Fund

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

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

Caelin Palmer, Impact Investing Intern, Toronto Atmospheric Fund

Evelyn Hu, Toronto Atmospheric Fund

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

Chris Vincent, Account Manager, Toronto Atmospheric Fund

Simran Munde, Building Environmental Researcher, Toronto Atmospheric Fund