Board of Directors of the Toronto Atmospheric Fund
The full agenda, as filed
All 14 items in the clerk’s order. Each carries the city’s own words: the staff recommendation, what the body decided, and its status. Nothing below is written by us.
TA1.1received
Welcome and Introductions by the Chair of the Board of Directors of the Toronto Atmospheric Fund.
The Board of Directors of the Toronto Atmospheric Fund: 1. Received the item for information.
TA1.2received
Chief Executive Officer's Report
This report provides an update on Toronto Atmospheric Fund initiatives with regard to Governance and Organizational Matters and Strategic Programs.
The Board of Directors of the Toronto Atmospheric Fund: 1. Received the report (February 7, 2019) from the Chief Executive Officer for information.
TA1.3adopted
Proposed Strategic Directions (2019-2022)
An update of the current Strategic Directions (2015-2020) is proposed in response to several significant factors including Toronto Atmospheric Fund (TAF)'s regional expansion, implications associated with designing climate solutions that create broad public benefits (the TransformTO approach) and new insights about TAF's role in helping proven climate solutions reach full-scale adoption. These refreshed Strategic Directions reflect guidance from a working group of external advisors, interviews with key stakeholders, and TAF staff input.
The Board of Directors of the Toronto Atmospheric Fund: 1. Approved Toronto Atmospheric Fund's Proposed Strategic Directions (2019-2022) as set out in Attachment 2 to the report (February 7, 2019) from the Chief Executive Officer. 2. Thanked the Strategic Directions Advisory Working Group for their insights and assistance in developing the proposed Strategic Directions.
Staff recommendation as filed
The Chief Executive Officer recommends that the Board of Directors of the Toronto Atmospheric Fund: 1. Approve Toronto Atmospheric Fund's Proposed Strategic Directions (2019-2022) as set out in Attachment 2. 2. Thank the Strategic Directions Advisory Working Group for their insights and assistance in developing the proposed Strategic Directions.
TA1.4received
The attached report presents updates on activities undertaken by Toronto Atmospheric Fund (TAF) in 2018, in keeping with the approved Business Plan. It also includes outcomes achieved including results on TAF's Key Performance Indicators (KPIs), and reflections on challenges encountered and lessons learned.
The Board of Directors of the Toronto Atmospheric Fund: 1. Received the report (February 7, 2019) from the Vice President, Programs and Partnerships for information.
TA1.5adopted
A 2019 Business Plan and Budget are presented for Board consideration and approval. The Business Plan includes eight projects, each with an objective, specific activities and required collaborations. The plan is guided by Toronto Atmospheric Fund's understanding of the greenhouse gas emission sources and reduction opportunities in Toronto and Region-wide, TAF's Theory of Change and evaluation of the successes and challenges of past work, and also our current and evolving Strategic Directions. Implementation of the Business Plan will be supported by the proposed 2019 Operating Budget of $4.7 million. Projected revenues are based on a conservative estimate of investment returns and external funding, and expenditures are based on available resources and compliance with the Payout Ratio established to protect the endowments. The draft budget has been submitted for City approval with no change in core staff positions (currently 10) and "net zero" impact on the City's budget.
The Board of Directors of the Toronto Atmospheric Fund: 1. Approved Toronto Atmospheric Fund's 2019 Business Plan as set out in Attachment 1 and Consolidated Operating Budget as set out in Attachment 2 to the report (February 7, 2019) from the Chief Executive Officer.
Staff recommendation as filed
The Chief Executive Officer recommends that the Board of Directors of the Toronto Atmospheric Fund: 1. Approve Toronto Atmospheric Fund's 2019 Business Plan as set out in Attachment 1 and Consolidated Operating Budget as set out in Attachment 2.
TA1.6received
TowerWise - Accelerating Deep Energy Retrofits
Bryan Purcell, Director of Policy and Programs, Toronto Atmospheric Fund, will give a presentation about the TowerWise program's recent accomplishments and upcoming activities.
The Board of Directors of the Toronto Atmospheric Fund: 1. Received the item for information.
TA1.7amended
Remote Participation in Toronto Atmospheric Fund Board Meetings
Remote participation in Toronto Atmospheric Fund (TAF) Board meetings through electronic or telecommunications means has been approved by the TAF Board and will be supported and implemented by the City Clerk's office using the City of Toronto's current web conferencing application and protocols. Operational Guidelines have been developed to ensure remote participation is aligned with governance requirements and desired group dynamics for decision-making.
The Board of Directors of the Toronto Atmospheric Fund: 1. Approved the Operational Guidelines for Remote Participation in Toronto Atmospheric Fund Board meetings, as amended in the following, in Attachment 1 to the report (February 7, 2019) from the Chief Executive Officer. a. That Clause 13a of Operational Guidelines be revised to read as follows: "13. PROCEDURE FOR REMOTE PARTICIPATION a. A member of the Board who intends to participate remotely is requested to notify the Board Chair, City Clerk's office, and TAF administrator within 24 hours of the agenda being published. b. That the Operational Guidelines include the following: "Video conferencing is preferred method for remote participants." c. That Clause 4 of the Operational Guidelines be revised to read as follows: "4. DECISION-MAKING 4.1. A remote participant is considered present and will be entitled to participate in deliberations and voting if: • the member is able to hear other members of the Board and any members of the public present at the meeting who are recognized by the board during public comment; • all persons present at the meeting location are able to hear the Board member who is participating remotely; and • the remote participant is visible to all persons present at the meeting location. " d. That Clause 5 of the Operational Guidelines be revised to read as follows: "5.IN-CAMERA SESSIONS (AND CONFIDENTIALITY) A Board member may participate remotely in a closed session of the Board. All Board members have a duty to maintain confidentiality of materials distributed for and discussions during closed sessions under the City of Toronto's Code of Conduct for Local Boards. When participating remotely, the onus is on each individual member to ensure privacy and confidentiality is maintained. https://www.toronto.ca/wp-content/uploads/2018/03/97ed-Code-of-Conduct-Local-Boards.pdf"
Staff recommendation as filed
The Chief Executive Officer recommends that: 1. The Board of Directors of the Toronto Atmospheric Fund approve the Operational Guidelines for Remote Participation in Toronto Atmospheric Fund Board meetings (Attachment 1).
TA1.8received
Unaudited Financial Results for the Year ended December 31, 2018
The unaudited consolidated financial results for the full 2018 fiscal year are compared to the approved 2018 budget. Performance of the marketable securities was softer in the fourth quarter (Q4) due to global financial market volatility. These unrealized 'paper losses' during Q4 were partially offset by excellent performance of Toronto Atmospheric Fund's direct investments. Despite softer Q4 results, full year total revenues are positive and full year total expenses are within budget.
The Board of Directors of the Toronto Atmospheric Fund: 1. Received the report (February 7, 2019) from the Director of Finance and Operations for information.
TA1.9received
Minutes from the Investment Committee Meeting Held December 12, 2018
Minutes from the Investment Committee meeting held on December 12, 2018.
The Board of Directors of the Toronto Atmospheric Fund: 1. Received the item for information.
TA1.10adopted
Appointment to Toronto Atmospheric Fund’s Investment Committee
The appointment of a new member to Toronto Atmospheric Fund's Investment Committee is recommended.
The Board of Directors of the Toronto Atmospheric Fund: 1. Appointed Stephen G. Simpson to the Investment Committee. 2. Directed that the balance of Confidential Attachment 1 to the report (February 7, 2019) from the Chief Executive Officer be kept confidential at it deals with personal matters about an identifiable person.
Staff recommendation as filed
The Chief Executive Officer recommends that the Board of Directors of the Toronto Atmospheric Fund: 1. Appoint the individual listed in the Confidential Attachment 1 to the Investment Committee. 2. Instruct the City Clerk to make the appointee's name public once appointed by the Board, and direct that the balance of Confidential Attachment 1 be kept confidential at it deals with personal matters about an identifiable person.
TA1.11adopted
Approval of 2019 Meeting Dates
Three meeting dates are proposed for 2019 beyond the scheduled February 22, 2019 meeting. The date in April would be Toronto Atmospheric Fund's Annual General Meeting.
The Board of Directors of the Toronto Atmospheric Fund: 1. Approved the following 2019 Board meeting dates: Tuesday, April 30, 2019 - 3:00 pm Thursday, July 11, 2019 - 9:00 am Friday, November 8, 2019 - 9:00 am
Staff recommendation as filed
The Chief Executive Officer recommends that the Board of Directors of the Toronto Atmospheric Fund: 1. Approve the following 2019 Board meeting dates: Tuesday, April 30, 2019, 3:00 pm Thursday, July 11, 2019, 9:00 am Friday, November 8, 2019, 9:00 am
TA1.12adopted
Appointment of Board Secretary
This report recommends appointment of Toronto Atmospheric Fund's Board Secretary.
The Board of Directors of the Toronto Atmospheric Fund: 1. Appointed Councillor Jennifer McKelvie as Board Secretary until her successor is appointed.
Staff recommendation as filed
The Chief Executive Officer recommends that the Board of Directors of the Toronto Atmospheric Fund: 1. Appoint Councillor Jennifer McKelvie as Board Secretary until her successor is appointed.
TA1.13amended
Direct Investment Recommendation
A Direct Investment of up to $1,150,000 is recommended. The proposed investment will not be advanced unless it meets risk/reward and greenhouse gas (GHG) impact expectations, and appropriate terms, including security and other conditions, are approved by the Investment Committee.
The Board of Directors of the Toronto Atmospheric Fund: 1. Rescinded its approval of the confidential instructions in Confidential Attachment 1 to the report (January 26, 2018) from the Vice President, Impact Investing (2018.TA19.7). 2. Approved an investment of up to $1,150,000 in subordinated debt as set out in Confidential Attachment 1 to the report (February 8, 2019) from the Vice President, Impact Investing, to be advanced once final terms, amount, structure, conditions and required due diligence outlined by the Investment Committee are met, and upon approval of the final Binding Offer to Finance by the designated Investment Committee sub-committee. 3. Directed that the confidential information contained in Confidential Attachment 1 to the report (February 8, 2019) from the Vice President, Impact Investing remain confidential in its entirety, as it involves the security of property belonging to the Toronto Atmospheric Fund (TAF) and contains commercial and financial information, supplied in confidence to TAF, 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.
Staff recommendation as filed
The Vice President, Impact Investing recommends that the Board of Directors of the Toronto Atmospheric Fund: 1. Approve an investment of up to $1,150,000 in subordinated debt as set out in Confidential Attachment 1, to be advanced once final terms, amount, structure, conditions and required due diligence outlined by the Investment Committee are met, and upon approval of the final Binding Offer to Finance by the designated Investment Committee sub-committee. 2. Direct that the confidential information contained in Confidential Attachment 1 remain confidential in its entirety, as it involves the security of property belonging to the Toronto Atmospheric Fund (TAF) and contains commercial and financial information, supplied in confidence to TAF, 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.
TA1.14received
Changes to Conflict of Interest Legislation
I propose that the "Changes to Conflict of Interest Legislation" effective March 1, 2019, as outlined in a recent email to Board members, be added to the February 22, 2019 agenda of the Board of Directors of the Toronto Atmospheric Fund.
The Board of Directors of the Toronto Atmospheric Fund: 1. Received the item for information.