Minutes Confirmed on April 27, 2022

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.

These measures were necessary to comply with public health guidelines and prevent the spread of COVID-19.

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 and Strategic Programs and Operations.

The Board of Directors of the Toronto Atmospheric Fund:

1.   Received the report (January 31, 2022) from the Director, Strategy and Grants, Toronto Atmospheric Fund for information.

The Vice President, Strategy and Partnerships, and the Director, Strategy and Grants, Toronto Atmospheric Fund gave a presentation on Toronto Atmospheric Fund's 2021 Annual Report and 2022 Plan.

The Board considered Items TA15.2 and TA15.3 together.

The attached report presents the outcomes achieved by TAF in 2021. It outlines the success indicators established in TAF’s 2021 Annual Plan and reports on progress achieved against these – for our four focus area teams, for the functional teams that enable all our work, and for the organization as a whole. The report also includes reflections on challenges encountered and lessons learned in support of TAF’s continuous improvement and achieving our climate solutions mission.

The Board of Directors of the Toronto Atmospheric Fund:

1.  Approved Toronto Atmospheric Fund’s 2022 Annual Plan as set out in Attachment 1 to the report (January 31, 2022) from the Vice President, Strategy and Partnerships, Toronto Atmospheric Fund.

The Vice President, Strategy and Partnerships, and the Director of Strategy and Grants, Toronto Atmospheric Fund gave a presentation on Toronto Atmospheric Fund's 2021 Annual Report and 2022 Plan.

The Board considered Items TA15.2 and TA15.3 together.

The 2022 Annual Plan is presented for Board consideration and approval. The plan is guided by TAF’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”.  Specific longer-range objectives and annual targets are established for each, supported by activities from across each team at TAF.  That includes activities and resources to understand and advance social outcomes through climate action, and ensure we are multi-solving and not worsening inequities. The full staff team was involved in development of the 2022 plan, along with input from Board and Committee members. We are confident that this scope of work can be implemented with the current and planned capacity and resources at TAF’s disposal.

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

The unaudited year to date financial results for the Q4 2021 period are provided in Attachment 1.

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

Minutes from the Investment Committee meeting held on October 13, 2021.

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

Minutes from the Investment Committee meeting held on October 20, 2021.

The Board of Directors of the Toronto Atmospheric Fund:

1.  Approved the updated Investment Committee Terms of Reference as presented in Attachment A to the report (January 31, 2022) from the Chief Executive Officer, Toronto Atmospheric Fund.

2. Approved Direct Investment Committee Terms of Reference as presented in Attachment B to the report (January 31, 2022) from the Chief Executive Officer, Toronto Atmospheric Fund, subject to the clarification of Part 3d and Schedule A, in Attachment B, to the satisfaction of the Chair and the Chair of the Direct Investment Committee.

3.  Established the composition of the Investment Committee as 5 members and appointed the following members:

a.  Jean Olemou, as Chair

b.  Councillor Shelley Carroll

c.  3 individuals named in Confidential Attachment 1 to the report (January 31, 2022) from the Chief Executive Officer, Toronto Atmospheric Fund.

4.  Established the composition of the Direct Investment Committee as 7 members and appointed the following members:

a.  Kimberly Marshall, as Chair

b.  Graysanne Bedell

c.  5 individuals named in Confidential Attachment 1 to the report (January 31, 2022) from the Chief Executive Officer, Toronto Atmospheric Fund.

5.  Directed that Confidential Attachment 1 to the report (January 31, 2022) from the Chief Executive Officer, Toronto Atmospheric Fund containing the names of the appointees be made public once appointed by the Board.

The individuals listed in Confidential Attachment 1 to the report (January 31, 2022) from the Chief Executive Officer, Toronto Atmospheric Fund, appointed to the Investment Committee in Part 3c above are:

Bill Crossland
Jacoline Loewen
Terry Vaughan.
 

The individuals listed  in Confidential Attachment 1 to the report (January 31, 2022) from the Chief Executive Officer, Toronto Atmospheric Fund, appointed to the Direct Investment Committee in Part 4c above are:

Kiki Anadu
Mike LeClair
Bernie Li
Graham McBride
Stephen Simpson.

This report recommends new Terms of Reference for Toronto Atmospheric Fund’s Investment and Direct Investment Committees, and appointments of members to both.

The Board of Directors of Toronto Atmospheric Fund:

1.  Directed that the confidential information contained in Confidential Attachment 1 to the report (January 31, 2022) 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 prejudice significantly the competitive position, or interfere significantly with the contractual or other negotiations of a person, group of persons, or organizations.

This report summarizes a retrospective assessment of a now retired direct investment in BerQ RNG.

The Board of Directors of the Toronto Atmospheric Fund:

1.  Appointed Councillor Nick Mantas to the Audit Committee.

This report recommends an appointment to TAF's Audit Committee.

The Board of Directors of the Toronto Atmospheric Fund:

1.  Authorized the Chief Executive Officer, Toronto Atmospheric Fund to negotiate and enter into an agreement with a Supplier meeting the requirements of Request for Proposal Document Number 3020893138, in a form satisfactory to Toronto Atmospheric Fund’s Solicitor, and subject to the following requirements;

a.  The Supplier is the highest scoring proponent based on the evaluation criteria included in the call and meeting the requirements of the call

b.  The total contract value is less than $8 million dollars (excluding applicable taxes).

c.  Results of the Request for Proposal are subject to approval by the City of Toronto Purchasing and Materials Management Division.

The purpose of this reports is to request delegation of approval for the contracting of a Supplier for Request for Proposal Document Number 3020892138 (“The RFP”). The RFP seeks a Design Team and a Construction Team that will collaboratively, using an Integrated Project Design approach, plan and undertake a deep retrofit of a Toronto Community Housing Corporation (TCH) site. The total potential contract award is up to $8 million excluding all taxes.

The Board of Directors of the Toronto Atmospheric Fund:

1.  Directed the Chief Executive Officer, Toronto Atmospheric Fund to work with City of Toronto staff to amend, or change the Governance Documents, which include the Relationship Framework with the City of Toronto, Toronto Atmospheric Fund (TAF)'s Statement of Investment Objectives and Principles, TAF’s organizational by-laws, particularly By-law No. 1,  and Toronto City Council directives to agencies/boards; based on the following:

a.  The Toronto Atmospheric Fund (TAF) has grown and matured as an organization since it was established in 1991 and since its governance documents were last amended; 
 

b.  With three separate endowment funds from the City of Toronto, the Province of Ontario and the Government of Canada, TAF is now accountable to more stakeholders; 

c.  The geographic mandate of TAF has expanded to the Greater Toronto and Hamilton Area (GTHA); 

d.  TAF generates its own revenues with net zero impact on the City’s budget, and is responsible for and controls its own budget and staff; 
 

e.  TAF currently refers to the following documents, among others, in respect of its relationship with the City of Toronto and its internal procedures (Governance Documents): (a) Relationship Framework (RF) with the City of Toronto, (b) TAF's Statement of Investment Objectives and Principles (SIOP), (c) TAF’s organizational by-laws, particularly By-law No. 1 (By-laws), (d) City of Toronto Council directives to agencies/boards; and (e) the Toronto Atmospheric Fund Act.
 

f.  It is appropriate to review and amend the Governance Documents, and/or their  application to TAF, in light of TAF’s increased capacity, wider accountabilities, expanded geographic mandate, and financial independence.
 

2.  Directed the Chief Executive Officer, Toronto Atmospheric Fund to work with City of Toronto staff to amend, or change the Governance Documents, in accordance with the following goals and principles:

a.  The Governance Documents should clearly delineate those areas of TAF operations over which the City maintains oversight (due to legislative authority or responsibility) and those areas of TAF operations over which TAF has sole authority such that, in particular, the Relationship Framework contains only those provisions that require City direction, approval, consultation and/or accountabilities and the By-laws contain all provisions pertaining to the internal governance and functioning of TAF;

b. The Governance Documents should include background information describing the financial independence of TAF from the City and the limited liability of the City with respect to TAF obligations;

c.  TAF shall have the authority to amend and approve its By-laws, which shall not require City approval so long as the By-laws comply with the Relationship Framework and all relevant legislation;

d.  TAF shall have the authority to set the procedures for, and to call and hold, TAF Board and committee meetings, subject to such City requirements as it is legally required to follow with respect to public meetings in accordance with relevant legislation;

e.  TAF shall have a direct involvement in the recruitment process for directors of TAF's Board, including the Chair of Board, subject to the City’s final appointment, including the right to advise the City of qualified candidates, attend and present questions at interviews, and be consulted in respect of the City's preliminary decisions regarding appointments;

f.  TAF shall have the ability to provide for greater regional perspectives by increasing the representation of citizen members on its Board of Directors by adding individuals residing outside of Toronto but not to exceed a majority of the citizen members;

g.  The Governance Documents shall or may include such further and other revisions as the Chief Executive Officer determines appropriate to recognize TAF’s increased capacity, wider accountabilities, expanded geographic mandate, and financial independence.

3.  Directed the Chief Executive Officer, Toronto Atmospheric Fund to:

a.  Provide the Board Chair with updates on the progress of updating the Governance Documents on a monthly basis; and

b.  Report to the Board with an update on the progress of updating the Governance Documents at its April 27, 2022 meeting with the intention that the Board indicate its agreement with the final versions of the Governance Documents and they are ready for presentation to City Council in June 2022 for approval.

The Senior Corporate Management and Policy Consultant, City Manager's Office gave a presentation on City Manager's Office (CMO) Update on Review of Toronto Atmospheric Fund Governance Documents.

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 advice that is subject to solicitor-client privilege, including communications necessary for that purpose; information explicitly supplied in confidence to the City or local board by Canada, a province or territory or a Crown agency of any of them; and a plan to be applied to any negotiations carried on or to be carried on by or on behalf of the Board.

TAF and City colleagues have been working to develop a suite of proposed updates to TAF’s Relationship Framework, Operating By-law and Statement of Investment Objectives and Principles (SIOP). The goal of the updates is to better reflect and accommodate TAF’s operations given our significant growth and evolution since the documents were last amended. TAF and City staff will present a status update on the governance review process and seek the Board’s direction on key governance matters under discussion.

In the interim, a request for City Council to update the SIOP to include an “Alternative Investments” asset class was advanced, with TAF providing the City with written assurance that investment activities undertaken by TAF pursuant to that amendment will not introduce any new risk for the City of Toronto until the full governance package is advanced for Council approval.

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

At its meeting held July 14, 15 and 16, 2021, City Council appointed the following members to the Toronto Atmospheric Fund Board for a term of office from July 17, 2021 to July 15, 2025, and until successors are appointed:

-  Stuart Galloway

-  Kimberly Marshall

-  Jean Olemou

These new appointments fill the positions previously held by Karim Bardeesy and Jacoline Loewen whose terms of office came to an end on July 16, 2021. In addition, Kimberly Marshall was reappointed following her last term which ended on July 16, 2021.

The Board of Directors of the Toronto Atmospheric Fund received the item 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 information about identifiable individuals.

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 senior positions.  These matters will require a closed session discussion, as they relate to personal information about identifiable individuals.

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 the Municipal Emergency Act, 2020 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

Tim Stoate, VP, Impact Investing, Toronto Atmospheric Fund

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

Rob Wotten, Director, Finance, Toronto Atmospheric Fund

Aakash Harpalani, Director, Research and Innovation, Toronto Atmospheric Fund

Jaime Klein, People and Operations Manager, Toronto Atmospheric Fund

Julie Leach, Communications Manager, Toronto Atmospheric Fund

Tracy Haynes, Investor Partnerships 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

Scott Pasternack, Solicitor, Legal Services, City of Toronto

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

Lauren Birch, Manager, Program and Strategic Support,  Office of the Chief Financial Officer and Treasurer, City of Toronto