WINDSOR UTILITIES COMMISSION BOARD OF COMMISSIONERS MEETING PUBLIC MEETING MINUTES WEDNESDAY, SEPTEMBER 19, 2018

Transcription

1 WINDSOR UTILITIES COMMISSION BOARD OF COMMISSIONERS MEETING PUBLIC MEETING MINUTES WEDNESDAY, SEPTEMBER 19, 2018 A public meeting of the Windsor Utilities Commission Board of Commissioners was held on Wednesday,, in the Boardroom at 787 Ouellette Avenue, Windsor, Ontario. ATTENDANCE Commissioners: Regrets: Jim Drummond (Chair), Paul Borrelli, Drew Dilkens, Doug Lawson, Rocco Lucente, Hilary Payne and Egidio Sovran John Elliott Management: President & CEO, H. Reidel, VP Shared Services & COO, J. Wladarski, VP Water Operations, G. Rossi, VP Finance & CFO, B. Thompson, Director of Water Distribution, D. Melnyk, Director of Human Resources, S. Leonard, Director of Finance, M. Carlini, Director of Regulatory Affairs & Corporate Secretary, P. Gleason, Manager Corporate Communications & Public Relations, B. Peirce-Marshall, Controller, B. Pougnet, Recording Secretary, S. Wrixon Guests: Natasha Couvillon, City of Windsor CALL TO ORDER & DECLARATION OF CONFLICTS OF INTEREST There being a quorum and proper notices received, the Chair called the meeting to order at 9:02 a.m. No conflicts were declared. CONSENT AGENDA That the following Consent Agenda items be received or approved as recommended: 3.1 DRAFT WUC Governance Committee Meeting minutes of August 22, 2018 be received. 3.2 DRAFT WUC Audit & Finance Committee Meeting Minutes of September 7, 2018 be received 3.3 WUC Board Meeting Minutes of June 27, 2018 be approved. 3.4 WUC Board Special Meeting Minutes of August 22, 2018 be approved.

2 2 COMMUNICATIONS AGENDA G. Rossi gave a verbal update on water operations: Tecumseh Council recently voted and approved the water rates agreement. The next step is to proceed to mediation/arbitration with respect to calculating the remainder of the water rates contract. Leaks are being repaired on the reservoir and commissioning is expected to take place in early October. Windsor will be hosting the International Ozone Association 2021 World Congress. WUC will be giving tours of the facility during this. Last week we had an unannounced audit from the Ministry of the Environment, Conservation and Parks. This is routine and happens every 3-5 years. Results are expected within the next few weeks. H. Reidel made available a report on electricity rate comparisons, attached at Appendix A.. With respect to the District Energy Capital Update Report, a Commissioner asked whether the lack of funding described in the report has an effect on Enwave s chiller replacement obligations. J. Wladarski does not believe so, but he advised that the Commission would need to request a legal opinion if they wanted confirmation. That the following Communication Agenda items be received as recommended: 4.1 ENWIN Group President & CEO Report be received. 4.2 Water Operations Report be received. 4.3 VP Shared Services Report be received. 4.4 Financial and Corporate Compliance Report for Quarter Ending Q2, 2018 be received. 4.5 Corporate Communications & Public Relations Report be received. 4.6 Municipal Law Updates report be received. 4.7 Policy Review, Inventory and Planning report be received. 4.8 District Energy Capital Update report be received. 4.9 DWQMS External Audit Results report be received District Energy Windsor (DEW) Updates report be received Strategic Plan Implementation September 2018 Progress Report be received WUC Board Meeting Schedule 2018 be received WUC 2018 Agenda Work Plans be received Initiatives Tracking Report be received. ENWIN EXECUTIVE REPORTS

3 3 5.1 Reports to the Windsor Utilities Commission (WUC) The Commission complimented the CEO for her work on this report. Management and the Commission were in agreement that reports will be kept as succinct as possible, and that executive summaries will be provided where appropriate. That WUC Receive this report for information and provide direction to Management regarding future reporting to Committees and the WUC. 5.2 Committee Charters Report THAT the Commission APPROVE and ADOPT the Governance Committee charter and Audit & Finance Committee charter attached at Appendices A and B, as recommended by the respective Committees. 5.3 Director and Commissioner Compensation H. Reidel advised that WCU deferred this report to November to allow WUC the opportunity to first formulate a compensation decision. WCU will receive WUC s decision for information, subject to WCU s express right to veto. The Commission expressed its interest in receiving a separate meeting fee, consistent with that received by directors on the ENWIN group boards. THAT the WUC receive this report for information and adopt a change in Commissioners compensation to an annual amount of $10,800 (exclusive of CPI) effective January 1, 2019 to compensate for the federal tax change removing the 1/3 tax free allowance; And, THAT the WUC adopt a meeting fee payment consistent with that of the ENWIN Group of Companies; And, THAT the WUC to direct management to include the appropriate CPI adjustment for Commissioners retainer payment annually in its budget effective January 1, 2020 and highlight this for ratification by the Commissioners and Board of WCU at the budget approval meetings; And,

4 4 THAT these change(s) be presented to the Board of WCU in order to comply with WCU s express right to veto the rate of compensation of Commissioners provided for in By-Law Number Selection of Directors for the ENWIN Group of Companies and Windsor Utilities Commission The Commission sought and received clarification that the recommendations being voted on are the four recommendations listed on page 1 of the report. THAT the Commissioners APPROVE the changes recommended herein at points 1 to 4, and DIRECT Management to submit a report to City Council describing the recommendations (as may be amended) including the competency matrices; and, THAT the Commissioners ADOPT any process recommended by the Governance committee for nominating members to the Boards. 5.5 Windsor Utilities Commission Q Financial Review B. Thompson commented that WUC is currently performing better than the budget. That the Windsor Utilities Commission Q Financial Review be received, as recommended by WUC Audit & Finance. 5.6 WUC Draft Business Plan and Operating and Capital Budgets A Commissioner asked whether the budget takes into consideration external factors, such as the City s economic conditions, climate change, and regulatory changes. B. Thompson indicated that the City s economy is a consideration, particularly with respect to water volume figures. G. Rossi explained that climate change and regulations are considered in the budget to the extent possible. If new regulations are introduced, they will be addressed as they come up and the budget will be revisited accordingly. A Commissioner asked whether the budget takes into consideration asset replacement. G. Rossi indicated that the Asset Management Plan was recently updated, and the budget takes into consideration asset replacement and increased construction prices. G. Rossi noted that by 2037 all expired watermains will be replaced. A Commissioner

5 5 asked what the risks would be if the watermains were not replaced, and G. Rossi explained that a significant risk would be watermain breaks, which may lead to lost revenue, water contamination, and even infrastructure damage. The Commission requested that G. Rossi prepare a report on Water Asset Replacement. The Commission deliberated over the fixed water rate increases. H. Reidel explained that the fixed portion of the water rate increases in the budget refer to the fact that increases are independent of use. These rates can be revisited each year. That the WUC Business Plan and Operating and Capital Budgets be received; That the WUC Schedule A for By-Law Number 94 be approved effective January 1, 2019 as recommended by the WUC Audit and Finance Committee; That the WUC Business Plan and Operating and Capital Budgets be approved as recommended by the WUC Audit & Finance Committee. 5.7 WUC Sinking Fund Report B. Thompson indicated that sinking fund performance is on track. A Commissioner advised the Commission that RBC prepared a presentation for the A&F committee in August. The request was made to RBC that the next presentation show earnings after fee deduction, and also that the report be received by the A&F Committee prior to the meeting. That the WUC Sinking Fund Update report be received, as recommended by the WUC Audit & Finance Committee. 5.8 Insurance Renewal report The Insurance Renewal report was distributed, and is attached here as Appendix B. B. Thompson recommended opting for a $50K deductible, as we did not have any claims at the $100k deductible level. B. Thompson further advised the Commission that we lack a terrorism policy. Consistent with the EWU Board, the Commission requested that B. Thompson request a quote on this and report back to the Commission.

6 6 That the Insurance Renewal report be received. IN CAMERA SESSION Pursuant to the Municipal Act section 239 (2), that the Commission be directed to move in camera for the purpose of consideration of the following items of business: 6.1 DRAFT WUC Governance Committee In Camera Meeting Minutes of August 22, 2018 s. 239(2)(b) personal matters about an identifiable individual, including municipal or local board employees 6.2 DRAFT WUC Audit & Finance Committee In Camera Meeting Minutes of September 7, 2018 s. 239(2)(b) personal matters about an identifiable individual, including municipal or local board employees 6.3 WUC Board In Camera Meeting Minutes of June 27, 2018 s. 239(2)(a) the security of the property of the municipality or local board s. 239(2)(e) litigation or potential litigation, including matters before administrative tribunals, affecting the municipality or local board s. 239(2)(f) advice that is subject to solicitor-client privilege 6.4 WUC Board In-Camera Special Meeting Minutes of August 22, 2018 s. 239(2)(e) litigation or potential litigation, including matters before administrative tribunals, affecting the municipality or local board s. 239(2)(f) advice that is subject to solicitor-client privilege 6.5 Listing of Open Legal Matters: Semi-Annual Update (Q1/Q2 2018) s. 239(2)(e) litigation or potential litigation, including matters before administrative tribunals, affecting the municipality or local board 6.6 Water and Hydro Division Collective Agreement Upcoming Negotiations s. 239(2)(d) labour relations or employee negotiations 6.7 Board and Committee Evaluation Summary for Windsor Utilities Commission s. 239(2)(b) personal matters about an identifiable individual, including municipal or local board employees The In Camera session commenced at 9:52 a.m. The In Camera session concluded at 10:07 a.m. RESUME PUBLIC MEETING SESSION

7 7 That the Commission move to resume the public meeting session. TRANSMISSION OF RECOMMENDATIONS That the recommendations discussed in camera be brought forward for consideration. That the DRAFT WUC Governance Committee In-Camera Meeting Minutes of August 22, 2018 be received. That the DRAFT WUC Audit & Finance Committee In-Camera Meeting Minutes of September 7, 2018 be received. That the WUC Board In-Camera Meeting Minutes of June 27, 2018 be approved. That the WUC Board In-Camera Special Meeting Minutes of August 22, 2018 be approved. That the Listing of Open Legal Matters: Semi-Annual Update (Q1/Q2 2018) Report be received. That the Water and Hydro Division Collective Agreement Upcoming Negotiations report be received for information. That the Board and Committee Evaluation Summary for the Windsor Utilities Commission report be received for information. MEETING TERMINATION

8 8 That the meeting be terminated. Meeting terminated at 10:07 a.m. Recording Secretary Chair Attachments (2) Appendix A: ENWIN Utilities Ltd (EWU) Residential Rate Comparison SWO LDC s (Guelph to Windsor) Appendix B: Insurance Renewal report