Board of Directors of the Toronto Atmospheric Fund
The full agenda, as filed
All 5 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.
TA16.1received
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 received the item for information.
TA16.2amended
Toronto Atmospheric Fund (TAF) and the City have been updating TAF's governance documents - the Relationship Framework with the City of Toronto (RF), TAF By-law No. 1 (By-laws) and the Toronto Atmospheric Fund Statement of Investment Objectives and Principles (SIOP) - with the goals of reflecting TAF's growing capacities, endowment and mandate since the documents were last amended; clarifying mechanisms for communication and collaboration with the City; and ensuring that appropriate accountability measures remain in place. To clarify and streamline the governance documents: - the By-laws will contain only operational and administrative matters which are within the purview of TAF to develop and approve; - the Relationship Framework will contain Council's requirements and will be approved by Council; and - the Statement of Investment Objectives and Principles will contain only investment-related requirements which will be approved by both the Board and Council. TAF and City staff will provide an overview of the proposed content of the RF, including how the Board's recommendations from its meeting of February 14, 2022 have been addressed. A draft Operating By-law is presented for Board approval (Attachment 1), which would come into effect once Council approves the new RF. Housekeeping amendments would be required to the SIOP to align with the RF and By-laws as the substantive elements approved by the Board in July 2021 and by Council in February 2022 would remain unchanged. It is anticipated that a report from the City Manager seeking approval of the RF and SIOP will be on Council's June 2022 agenda.
The Board of Directors of the Toronto Atmospheric Fund: 1. Directed the Chief Executive Officer to report to the Board on Operating By-law No. 1 as presented in Attachment 1 to the report (April 11, 2022) from the Chief Executive Officer, Toronto Atmospheric Fund, and an update on the Relationship Framework, to the special meeting scheduled for May 25, 2022 subject to the Chair issuing a revised meeting notice. 2. Directed the Chief Executive Officer, Toronto Atmospheric Fund, to update the Statement of Investment Objectives and Principles (SIOP) approved by the Board on July 9, 2021 as necessary to be consistent with proposed amendments to the Operating By-law No. 1 and the Relationship Framework. 3. Requested, via the City Manager, City Council's approval for Toronto Atmospheric Fund and the City of Toronto to pursue certain amendments to the Toronto Atmospheric Fund Act, including: a. to remove references to the Corporations Act (Ontario) and instead reference the new Not-for-Profit Corporations Act, 2010 (Ontario) where applicable; and b. general housekeeping amendments as required.
Staff recommendation as filed
The Chief Executive Officer recommends that the Board of Directors of the Toronto Atmospheric Fund: 1. Approve Operating By-law #1 as presented in Attachment 1, to come into effect following City Council's approval of the revised Relationship Framework. 2. Direct Toronto Atmospheric Fund's Chief Executive Officer to update the Statement of Investment Objectives and Principles (SIOP) approved by the Board on July 9, 2021 as necessary to be consistent with proposed amendments to the Operating By-law #1 and the Relationship Framework. 3. Convey to City Council, via the City Manager, the Board of Directors' general agreement with the proposed updates of the Relationship Framework. 4. Request, via the City Manager, City Council's approval for Toronto Atmospheric Fund and the City to pursue certain amendments to the TAF Act, including: a. to remove references to the Corporations Act (Ontario) and instead reference the new Not-for-Profit Corporations Act, 2010 (Ontario) where applicable; and b. general housekeeping amendments as required.
TA16.3adopted
Rescission of Decision Respecting Item TA6.7 - Direct Investment 2020 - No. 2
Rescission of a previously approved Direct Investment of up to $1,500,000 of working capital is recommended. TAF's financing is no longer required as the company raised additional equity and was able to secure low-cost unsecured debt to grow its business.
The Board of Directors of the Toronto Atmospheric Fund: 1. Rescinded approval of the May 21, 2020 Item TA6.7 - Direct Investment Request 2020 - No. 2.
Staff recommendation as filed
The Vice President, Impact Investing recommends that the Board of Directors of the Toronto Atmospheric Fund rescind approval of the May 21, 2020 Item TA6.7 - Direct Investment Request 2020 - No. 2.
TA16.4adopted
Direct Investment Request - 2022 - No. 1
The Direct Investment Committee is recommending an investment of up to US$1,000,000 based on due diligence demonstrating the potential for appropriate risk-adjusted return and strong alignment with TAF's mandate.
The Board of Directors of the Toronto Atmospheric Fund: 1. Approved investment of up to $1,000,000 in US dollars, subject to the terms and conditions outlined by the Investment Committee at its meeting on March 31, 2022, as set out in Confidential Attachment 1 to the report (April 11, 2022) from the Vice President, Impact Investing, Toronto Atmospheric Fund. 2. Directed the 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 1to the report (April 11, 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 organization.
Staff recommendation as filed
The Vice President, Impact Investing recommends that the Board of Directors of the Toronto Atmospheric Fund: 1. Approve investment of up to $1,000,000 in US dollars, subject to the terms and conditions outlined by the Investment Committee at its meeting on March 31, 2022, as set out in Confidential Attachment 1. 2. Direct Vice President, Impact Investing to implement the investment to the satisfaction of TAF's Solicitor. 3. Direct that the confidential information contained in Confidential Attachment 1 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 organization.
TA16.5received
Chair's Update on Human Resources Matters
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 positions, as well as an update on the performance review for the Chief Executive Officer. These matters will require a closed session discussion, as they relate to personal information about identifiable individuals.
The Board of Directors of the Toronto Atmospheric Fund received the item for information.