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.
TA4.1received
Roles and Expectations of Public Members
The Administrator, Public Appointments, City Clerk's Office, and the Corporate Management Policy Consultant, City Manager's Office, will give a presentation on the roles and expectations of appointed members.
The Board of Directors of the Toronto Atmospheric Fund: 1. Received the item for information.
TA4.2received
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 (October 25, 2019) from the Chief Executive Officer for information.
TA4.3amended
Tri-partite Agreement regarding the Government of Canada Endowment
This is report provides an update on and overview of the proposed negotiation of a tri-partite Funding Agreement that is underway between Toronto Atmospheric Fund (TAF), the City of Toronto and the Federation of Canadian Municipalities (FCM) governing the $40 million Federal endowment TAF will receive and administer. Approval by TAF's Board and Council will be required for execution.
The Board of Directors of the Toronto Atmospheric Fund: 1. Endorsed the proposed positions as outlined in Confidential Attachment 2 to the report (October 25, 2019) from the Chief Executive Officer for negotiating the Tri-partite Funding Agreement among Toronto Atmospheric Fund, the City of Toronto and the Federation of Canadian Municipalities. 2. Directed that the confidential information contained in Confidential Attachments 1 and 2 to the report (October 25, 2019) from the Chief Executive Officer remain confidential in its entirety, as it involves the security of property belonging to the City of Toronto and Toronto Atmospheric Fund and about a plan to be applied to any negotiations carried on or to be carried on by or on behalf of the City of Toronto and Toronto Atmospheric Fund.
Staff recommendation as filed
The Chief Executive Officer recommends that the Board of Directors of the Toronto Atmospheric Fund: 1. 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 City of Toronto and Toronto Atmospheric Fund and about a plan to be applied to any negotiations carried on or to be carried on by or on behalf of the City of Toronto and Toronto Atmospheric Fund.
TA4.4adopted
Appointment to Clean Air Investment Trust - CAIT Ventures Inc.
The Clean Air Investment Trust Ventures Inc. (CVI) is a wholly-owned subsidiary of Toronto Atmospheric Fund(TAF). Its Board of Directors is made up of at least three members of the TAF Board. Changes to the CVI Board membership are recommended given retirements from the TAF Board.
The Board of Directors of the Toronto Atmospheric Fund: 1. Removed Sandra Odendahl as a director of the Clean Air Investment Trust - CAIT Ventures Inc. Board of Directors. 2. Appointed Parminder Sandhu to the Clean Air Investment Trust - CAIT Ventures Inc.
Staff recommendation as filed
The Chief Executive Officer recommends that the Board of Directors of the Toronto Atmospheric Fund: 1. Remove Sandra Odendahl as a director of the Clean Air Investment Trust Ventures Inc. Board of Directors. 2. Appoint Parminder Sandhu to the Clean Air Investment Trust Ventures Inc.
TA4.5amended
Establishment of Audit Committee
This report recommends the establishment of an Audit Committee and associated Terms of Reference. While this function has been undertaken by the Board as a whole, the addition of the $40 million Federal endowment will increase the volume and complexity of TAF's financial reporting, warranting additional oversight.
The Board of Directors of the Toronto Atmospheric Fund: 1. Approved the establishment of an Audit Committee with Terms of Reference as outlined in Attachment 1 to the report (October 25, 2019) from the Director of Finance and Operations. 2. Appointed the following three TAF Board members to the Audit Committee: 1. Jacoline Loewen (Chairperson) 2. Kimberly Marshall 3. Deepak Ramachandran.
Staff recommendation as filed
The Director of Finance recommends that the Board of Directors of the Toronto Atmospheric Fund: 1. Approve the establishment of an Audit Committee with Terms of Reference as outlined in Attachment 1. 2. Appoint three TAF Board members to the Audit Committee.
TA4.6received
2019 Second Quarter Financial Report
The unaudited financial results for the second quarter of 2019 period are provided in Attachment 1.
The Board of Directors of the Toronto Atmospheric Fund: 1. Received the item for information.
TA4.7received
2019 Third Quarter Financial Report
The unaudited financial results for the third quarter of 2019 period are provided in Attachment 1.
The Board of Directors of the Toronto Atmospheric Fund: 1. Received the item for information.
TA4.8received
Minutes from the Investment Committee Meeting Held October 17, 2019
Minutes from the Investment Committee meeting held on October 17, 2019.
The Board of Directors of the Toronto Atmospheric Fund: 1. Received the item for information.
TA4.9adopted
Appointment to TAF's Investment Committee
An appointment to TAF's Investment Committee is recommended.
The Board of Directors of the Toronto Atmospheric Fund : 1. Extended appreciation and thanks to Jason Kotler for his many years of service as a member the Investment Committee while he was a member of the Board. 2. Appointed Jason Kotler to Toronto Atmospheric Fund's Investment Committee.
Staff recommendation as filed
The Chief Executive Officer recommends that the Board of Directors of the Toronto Atmospheric Fund : 1. Extend appreciation and thanks to Jason Kotler for his many years of service as a member the Investment Committee while he was a member of the Board. 2. Appoint Jason Kotler to Toronto Atmospheric Fund's Investment Committee.
TA4.10adopted
The Toronto Atmospheric Fund Statement of Investment Objectives and Principles (SIOP) and Investment Committee Terms of Reference stipulate that the Investment Committee is to review the SIOP at least once a year for continued alignment with TAF's mandate, best practices and prudent investor standards, and is responsible for formulating, and recommending for approval by the Board, any required changes to the SIOP. In addition to some housekeeping, amendments to the SIOP are proposed to reflect best practices for prudent investing and consideration of Environment, Social and Governance (ESG) factors, and to adjust the asset allocation range and description of asset classes to accommodate the Investment Committee's target portfolio (introduced in November 2018) including the risk/return, liquidity and diversification expectations. TAF's SIOP applies to all TAF's assets, ie: the Toronto and Ontario endowments. The SIOP requires both Board and Council approval.
The Board of Directors of the Toronto Atmospheric Fund: 1. Approved the amendments to the Statement of Investment Objectives and Principles. 2. Requested the Chief Executive Officer to work with the Chief Financial Officer and Treasurer to pursue City Council approval for amendments to TAF's Statement of Objectives and Principles.
Staff recommendation as filed
The Investment Committee recommends that the Board of Directors of the Toronto Atmospheric Fund: 1. Approve the amendments to the Statement of Investment Objectives and Principles. 2. Request that the Chief Financial Officer pursue Council approval for amendments to TAF's Statement of Objectives and Principles.
TA4.11adopted
Based on due diligence demonstrating the potential for appropriate risk-adjusted return and strong alignment with TAF's mandate, the Investment Committee is recommending four investments. The proposed investments are in compliance with the asset allocation range for Private (Pooled) Funds (maximum 5 percent) and Direct Investments (maximum 60 percent).
The Board of Directors of the Toronto Atmospheric Fund: 1. Approved an investment of up to $1,000,000 alongside active co-investors in a Private (Pooled) real estate Fund as set out in Confidential Attachment 1 to the report (October 25, 2019) from the Vice President, Impact Investing, with advances over time subject to the Fund meeting the Conditions Precedent recommended by the Investment Committee. 2. Approved a Direct Investment of up to $1,000,000 in a carbon utilization project as set out in Confidential Attachment 2 to the report (October 25, 2019) from the Vice President, Impact Investing. 3. Approved a Direct Investment of up to $2,000,000 in a renewable energy project, conditional on the Investment Committee's satisfaction with the final term sheet and financial model (including the split returns to the developer and investors) and the capital structure, as set out in Confidential Attachment 3 to the report (October 25, 2019) from the Vice President, Impact Investing. 4. Approved a Direct Investment of up to $2,000,000 in take out financing for an institutional thermal heat recovery and supply system as set out in Confidential Attachment 4 to the report (October 25, 2019) from the Vice President, Impact Investing, conditional on the Investment Committee's satisfaction with the final term sheet (including the priority and allotment of return between the investors and the developer and financial models); final due diligence including qualified third-party reviews of the technologies and engineering; review of the senior debt financing and insurance agreements and contracts; understanding of the City of Toronto's approval; and evidence that all required permits are in place. 5. Directed staff to implement the investments as set out in Confidential Attachments 1, 2, 3 and 4 to the report (October 25, 2019) from the Vice President, Impact Investing, once any conditions are met, to the satisfaction of TAF's Solicitor. 6. Directed that the confidential information contained in Confidential Attachments 1, 2, 3 and 4 to the report (October 25, 2019) from the Vice President, Impact Investing remain confidential in their entirety, as they involve the security of the property of the Toronto Atmospheric Fund, and contain 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 an investment of up to $1,000,000 alongside active co-investors in a Private (Pooled) real estate Fund as set out in Confidential Attachment 1, with advances over time subject to the Fund meeting the Conditions Precedent recommended by the Investment Committee. 2. Approve a Direct Investment of up to $1,000,000 in a carbon utilization project as set out in Confidential Attachment 2. 3. Approve a Direct Investment of up to $2,000,000 in a renewable energy project, conditional on the Investment Committee's satisfaction with the final term sheet and financial model (including the split returns to the developer and investors) and the capital structure, as set out in Confidential Attachment 3. 4. Approve a Direct Investment of up to $2,000,000 in take out financing for an institutional thermal heat recovery and supply system as set out in Confidential Attachment 4, conditional on the Investment Committee's satisfaction with the final term sheet (including the priority and allotment of return between the investors and the developer and financial models); final due diligence including qualified third-party reviews of the technologies and engineering; review of the senior debt financing and insurance agreements and contracts; understanding of the City of Toronto's approval; and evidence that all required permits are in place. 5. Direct staff to implement the investments as set out in Confidential Attachments 1, 2, 3 and 4, once any conditions are met, to the satisfaction of TAF's Solicitor. 6. Direct that the confidential information contained in Confidential Attachments 1, 2, 3 and 4 remain confidential in their entirety, as they involve the security of the property of the Toronto Atmospheric Fund, and contain 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.
TA4.12adopted
Rescission of Decision Respecting Item TA21.8 - Direct Investment
Rescission of a previously approved Direct Investment of $300,000 is recommended as the proponent no longer requires the financing.
The Board of Directors of the Toronto Atmospheric Fund: 1. Rescinded its July 19, 2018 decision on item TA21.8 - Direct Investment Request respecting a Direct Investment of $300,000.
Staff recommendation as filed
The Vice President, Impact Investing recommends that: 1. The Board of Directors of the Toronto Atmospheric Fund rescind its July 19, 2018 decision on item TA21.8 - Direct Investment Request respecting a Direct Investment of $300,000.
TA4.13adopted
Appointment to TAF's Grants and Programs Committee
Appointment of three members to TAF's Grants and Programs Committee is recommended.
The Board of Directors of the Toronto Atmospheric Fund: 1. Extended appreciation and thanks to Corey Diamond for his service as Chair of the Grants Committee, and Sandra Odendahl for her many years of service as a member the Grants and Programs Committee while they were members of the Board. 2. Appointed Sandra Odendahl and Corey Diamond to TAF's Grants and Programs Committee. 3. Appointed the individual listed in the confidential attachment to the report (October 25, 2019) from the Chief Executive Officer to the Grants and Programs Committee. 4. Instructed the City Clerk to make the appointee's name public once appointed by the Board, and directed that the balance of Confidential Attachment to the report (October 25, 2019) from the Chief Executive Officer be kept confidential as it deals with personal matters about identifiable persons. (November 8, 2019 - 9:44 a.m.) The individual appointed to the Grants and Programs Committee is Nicola Crawhall.
Staff recommendation as filed
The Chief Executive Officer recommends that the Board of Directors of the Toronto Atmospheric Fund: 1. Extend appreciation and thanks to Corey Diamond for his service as Chair of the Grants Committee, and Sandra Odendahl for her many years of service as a member the Grants and Programs Committee while they were members of the Board. 2. Appoint Sandra Odendahl and Corey Diamond to TAF's Grants and Programs Committee. 3. Appoint the individual listed in the confidential attachment to the Grants and Programs Committee. 4. Instruct the City Clerk to make the appointee's name public once appointed by the Board, and direct that the balance of Confidential Attachment be kept confidential as it deals with personal matters about identifiable persons.
TA4.14amended
Approval of 2020 Meeting Dates
The purpose of this report is to establish the 2020 meeting schedule for Board of Directors of the Toronto Atmospheric Fund. Four meeting dates are proposed for 2020. The date in April would be TAF's Annual General Meeting.
The Board of Directors of the Toronto Atmospheric Fund: 1. Approved the following 2020 Board meeting dates: Friday, February 14, 2020 at 9:00 a.m. Tuesday, April 28, 2020 at 9:00 a.m. Thursday, July 16, 2020 at 9:00 a.m. Friday, November 6, 2020 at 9:00 a.m.
Staff recommendation as filed
The Chief Executive Officer recommends that the Board approve the following 2020 Board meeting dates: Friday, February 21, 2020 at 9:00 am Tuesday, April 28, 2020 at 9:00 am Thursday, July 16, 2020 at 9:00 am Friday, November 6, 2020 at 9:00 am