WCU Public Minutes of February 26, 2020 - Home | ENWIN · 2020. 5. 14. · WINDSOR CANADA UTILITIES...

WINDSOR CANADA UTILITIES LTD.

BOARD OF DIRECTORS MEETING PUBLIC MEETING MINUTES

WEDNESDAY, FEBRUARY 26, 2020

A public meeting of the Windsor Canada Utilities Ltd. Board of Directors was held on Wednesday, February 26, 2020 in the Boardroom at 787 Ouellette Ave., Windsor, Ontario.

ATTENDANCE:

Directors: Drew Dilkens (Chair), Jo-Anne Gignac, Fred Francis, Jim Morrison, Kevin Laforet and Jerry Udell

Regrets: N/A

Management: President & CEO Helga Reidel, VP Customer Operations & Business Development & COO John Wladarski, VP Corporate Services & CFO Matt Carlini, VP Water Operations Garry Rossi, VP Hydro Operations Jim Brown, Director of Regulatory Affairs and Corporate Secretary Paul Gleason, Director Finance Geoff Boose, Director Customer Service Robert Spagnuolo, Director of Human Resources Suzanne Leonard, EWU Controller Heather Malcolm-Kiss, Manager Corporate Communications and Public Relations Barbara Peirce Marshall, Manager Project Management Office Dragan Savic and Recording Secretary Debbie DeDona

Guests: Janice Guthrie, City of Windsor

CALL TO ORDER & DECLARATION OF CONFLICTS OF INTEREST

The Chair noting quorum called the meeting to order at 1:56 p.m.

No conflicts of interest were declared.

Moved and Seconded That an amendment to the Executive Reports portion of the Agenda be approved in order to add new item 5.4 Joint Ad Hoc Nominating Committee Charter (attached hereto as Appendix A).

-CARRIED

Windsor Canada Utilities Ltd. Board of Directors Meeting Public Meeting Minutes Wednesday, February 26, 2020

CONSENT AGENDA

Moved and seconded That the following Consent Agenda items be approved as recommended:

3.1 WCU Board Public Meeting Minutes of November 20, 2019 be approved.

-CARRIED

COMMUNICATION AGENDA

With respect to item 4.2, the President advised that the issue of fluoride was discussed at the Windsor Utilities Commission Board meeting held in the morning of February 26, 2020. The WUC board supported an additional testing phase that was recommended by management, and as a result, will cause about a year delay in the process of re-introducing fluoride into the water system.

The President introduced the new Director of Finance Geoff Boose to the Board.

There was discussion about item 4.10 and the approach Management will take, whether this is a viable business for ENWIN Energy to participate in. Management will report back at a later date.

The Vice President Corporate Services & CFO distributed copies of a more detailed document describing Directors & Officers insurance details to each of the board members for their personal information. Moved and seconded That the following Communication Agenda items be received as recommended: 4.1 Draft WCU Audit & Finance Committee Meeting Minutes of February 12,

2020 be received.

4.2 ENWIN Group President & CEO Report be received.

4.3 Corporate Communications & Public Relations Report be received

4.4 Site Consolidation Update Report be received.

4.5 2019 WCU Sinking Fund Report be received.

4.6 2019/2020 Insurance Renewal Summary Report be received.

4.7 Enterprise Risk Management Report be received.

4.8 2019 S&P Debt Rating Report be received.


4.9 Noventa Pilot Project – District Energy Windsor (DEW) Alternative

Heating/Cooling Supply to Aquatic Centre be received.

4.10 Community Energy Plan – Residential Deep Energy Efficiency Retrofit

Program (R-DEER) Report be received.

4.11 Windsor Canada Utilities Ltd. Board Work Plans be received.

4.12 ENWIN Group and WUC 2020 Meeting Schedule be received.

-CARRIED

ENWIN EXECUTIVE REPORTS

5.1 STRATEGIC PLAN 2020

A Board member noted an error on the summary as it related to the cost sharing model for WCU (referenced WUC instead of WCU). H. Reidel will make the appropriate correction.

Moved and seconded That the strategic plan for 2020 to 2024 BE APPROVED with the understanding that it is a “living document” to be reported upon quarterly.

-CARRIED

5.2 WCU SINKING FUND ALLOCATION REPORT

The President advised that the Windsor Utilities Commission discussed the issue of their sinking fund at the board meeting held in the morning of February 26, 2020. The Commission has asked management to explore options and potentially moving WUC’s sinking fund to Windsor Canada Utilities. Management will report back at a later date. Moved and seconded That the WCU Sinking Fund Allocation Report be APPROVED to increase the maximum equity allocation to 35%, transfer a portion of the portfolio into the funds recommended by RBC, increase the fees paid to a maximum of 0.73% of the managed assets and update the Sinking Fund Investment Policy accordingly, including the removal of the target weighting within the asset mix guidelines.

-CARRIED F. Francis opposed the Motion.


5.3 WINDSOR CANADA UTILITIES LTD. AUDIT PLANNING REPORT - 2019

Moved and seconded THAT the WCU Audit Planning Report for December 31, 2019 BE RECEIVED.

-CARRIED

5.4 JOINT AD HOC NOMINATING COMMITTEE CHARTER

Moved and seconded THAT the WCU Board of Directors RECEIVES the Joint Ad Hoc Nominating Committee Charter report; AND, THAT the WCU Board of Directors APPROVES the Joint Ad Hoc Nominating Committee Charter; AND, THAT the WCU Board of Directors APPROVES the following nominees to the Joint Ad Hoc Nominating Committee for 2020: Nominee #1: Kevin Laforet Nominee #2: Jerry Udell

-CARRIED

IN CAMERA SESSION

Moved and seconded That the Board move to the In Camera session.

-CARRIED The In Camera Session commenced at 2:15 p.m. The In Camera Session concluded at 2:16 p.m. RESUME PUBLIC MEETING SESSION Moved and seconded That the Board move to resume the regular meeting session.

-CARRIED

OTHER BUSINESS

None noted.


TERMINATION

Moved and seconded That the meeting be terminated.

-CARRIED The meeting terminated at 2:16 p.m.

_____________________________ __________________________

Recording Secretary Board Chair Attachment: Appendix A: Joint Ad Hoc Nominating Committee Charter Report

AGENDA SUBMISSION

lo: ENWIN Energy Ltd. Board of Directors;ENWIN Utilities Ltd. Board of Directors;Windsor Canada Utilities Ltd. Board of Directors

Fpbtqqry 15:2:970

Fromr PaulJ. Gleason

Re: JointAd Hoc Nominatinq Committee Gharter

Background

On November 20, 2019 the Windsor Canada Utilities Ltd. Board approved the concept of aJointAd HocNominating Committee ("NC') being struckforthe purposes of directorelections,and that management proceed with drafting terms of reference forthe ad hoc committee. Thesubject November report is appended at Appendix A, for reference. This report proposes acharter for the committee.

Discussion

The directors of all boards have been elected onto staggered terms in accordance with eachcorporations'by-laws1. As such, directors will be required to be elected to each board onan ongoing (annual) basis. As all directors are subject to election by the shareholder of eachcorporation2, it is intended that the NC would assist with making recommendations for directorelections to the shareholder of WCU (i.e. the City of Windsor), and to the WCU Board for itssubsidiaries. The following director's terms will expire in2020, and the positions will requireelection:

1 Reference By-law No. 1 of Windsor Canada Utilities Ltd., ENWIN Utilities Ltd. and ENWIN Energy Ltd., section 2.05Staggered Terms.2 Reference section 119(4) of the Busine ss Corporations Acf (Ontario).

Appendix AWCU Public MinutesFebruary 26, 2020

EWE, EWU, WCU Board Agenda Submission -JointAd Hoc Nominating Committee Charter2 February 15,2020

. Mayor Drew Dilkens;

' Councillor Fred Francis;. Councillor Jo-Anne Gignac;. Councillor Jim Morrison.

EWU

Ms. Andrea Orr;

Mayor Drew Dilkens;

Councillor Jo-Anne Gignac

Mr. Gregory loanidis;Mayor Drew Dilkens;

Councillor Kieran McKenzie.

ln accordance with each corporations' by-laws3, each director may be re-elected for one(1) or more terms of three (3) years.

RECOMMENDATION

Windsor Ganada Utilities Ltd. Board of Directors

THAT the WCU Board of Directors RECEIVES the Joint Ad Hoc Nominating CommitteeCharter report;

AND, THAT the WCU Board of Directors APPROVES the Joint Ad Hoc NominatingCommittee Charter;

AND, THAT the WCU Board of Directors APPROVES the following nominees to the Joint AdHoc Nominating Committee for 2020:

Nominee #1

Nominee #2

3 Reference ByJaw No. 1 of \Mndsor Canada Utilities Ltd., ENWIN Utilities Ltd. and ENWIN Energy Ltd., section 2.05Staggered Terms.

WCU

EWE:


ENWIN Utilities Ltd. Board of Directors

THAT the EWU Board of Directors RECEIVES the Joint Ad Hoc Nominating CommitteeCharter report;

AND, THAT the EWU Board of Directors APPROVES the following nominee to the Joint AdHoc Nominating Committee for 2020:

Nominee

ENWIN Enerov Ltd. Board of Directors

THAT the EWE Board of Directors RECEIVES the Joint Ad Hoc Nominating CommitteeCharter report;

AND, THAT the EWE Board of Directors APPROVES the following nominee to the Joint AdHoc Nominating Committee for 2020:

Nominee

Paul GleasonDirector, Regu Affairs & Corporate Secretary

MattVice President, Corporate Services & CFO

idelP & cEo


Attachments (1): Appendix A: Report titled "Board Appointment Process" dated October25,2019;

Appendix B: Joint Ad Hoc Nominating Committee Charter

APPENDIX A

AGENDA SUBMISSIONIN CAMERA

Tor Windsor Canada Utilities Ltd. Board of Directors

October 25,2019

From: PaulJ. Gleason

Re: Board AppointFent Process

Background

On February 25,2019 the City of Windsor Striking Committee convened a meeting in orderto elect members to the Windsor Canada Utilities Ltd. WCU) Board of Directors, and torecommend members for the ENWIN Utilities Ltd. (EWU) and ENWIN Energy Ltd. (EWE)Boards of Directors. A copy of the Report of the Striking Committee is attached at AppendixA, along with a copy of the City Council resolutionl approving the recommendationscontained in the report. The WCU board is comprised of the following directors andassociated terms, in accordance with its By-law No. 1:

WCU:

I Mayor Drew Dilkens - 1 year term;r Councillor Fred Francis - 1 year term;r Councillor Jo-Anne Gignac - 1 year term;r Councillor Jim Morrison - 1 year term;

' Mr. Kevin Laforet- 3 yearterm;

' Mr. Jerry Udell - 2 year term.

At a special meeting of the WCU Board convened on March 5, 2019, the WCU Board bothelected directors to the EWU and EWE boards, respectively, as well as ratified nomineesreceived from the City of Windsor. A copy of the meeting minutes of the March 5, 2019meeting are attached at Appendix B, The WCU Board further confirmed these directorelections at its Annual General Meeting convened for each subsidiary corporation held onJune 20, 2019. The respective corporation boards are comprised of the following directors,

' R"f"r"n"" Decision Number: CR1 15/2olg from minutes of City Council Monday, March 4, 2019 page 26 of 38.

APPENDIX A

WCU Board Agenda Submission * Board Appointment process2 October 25,2019

which in accordance with each corporations' by-lawsz, are elected to the following staggeredterms:

EWU:

. Mr, Garnet Fenn - 3 year term;, Mr. Leo Muzzalli-2 yearterm;r Ms. Andrea Orr - l year term;. Mr. Abe Taqtaq - 3 year term;. Mr. George Wilkki- 2 year term;. Mayor Drew Dilkens - 1 year term;r Councillor Jo-Anne Gignac - 1 year term.

EWE:

' Mr. Eddie Francis - 3 year term;r Ms. Rhea de Verteuil - 2 year term;. Mr. Gregory loanidis - 1 year term;

' Mayor Drew Dilkens - 1 year term;. Councillor Kieran McKenzie - 1 year term.

An excerpt of the relevant section of By-law No. 1 is presented, below:

$leqogred Terms - The directors shall be elected and shall retire ln rotation in accordance wilhthe followlng procedure. At the meeting of shareholders next following ih; coming lnlo force ofthls by-law,(a) every director who is also the head or a member of the Council of the Corporation of the Cityof.Wlndsor (colleclively "Dhectoro from Councll") shall be etecteo to frorJ ofilcs for a term of one(r) y€ar each and may be re-elected for a lerm of three (3) years such that the election and re_election reflects the full Council lerm of four (4) years whili ireserving co;pliance wittr the Act;

(b) from among the directors vvho are not Directors from Council, one ('l) director shall be electedto hold office for a term of three (3) vears and may be re-elected for ono (1) or more terms ofthree (3) years;

(c) from among the directors who are not Directors from Council, one (1) direclor shall be electedto hold ofltce for a t€rm of two (2) years and may be re-elected for one (1) or more terms of thrse(3) years;

(d) from among the direclors who are not Directors from Council, one (1) dlrector shall be electedto hold office for a term of one (1) years and may be reelected for one (1) or more terms of three(3) years; and,

(e) where more than or less than three (3) directors who are not Directors from Councll areelected, those direc-tors shall be elected in sequence according to clauses (b) lhen (c) then (d) ina repeating paftern until each director has been elected.

Subsequently at each annual meeting of shareholders, directors shall be elected to fill thepositions of those directors whose term of offlce has expired. Each director so elected who is aDireotor from Council shall hold ofiice for a term of one (1) year. Each direotor so elected who isnot a Director from Council shall hold office for a term of three (3) 1rears. Each director may bere-elected for one (1 ) or more terms of three (3) vears.

2 Reference ByJaw No. 1 of Windsor Canada Utilities Ltd., ENWN Utilities Ltd. and EN\ /lN Energy Ltd., section 2.05

Staggered Terms.

APPENDIX A

WCU Board Agenda Submission - Board Appointment process3 October 2S,2A1g

Therefore, in accordance with the corporate ByJaws of all of the corporations, directors mustbe elected on an annual basis.

Nominatlng Gommittee

According to the TSX guide to good corporate governance3, "The board of directors ofevery corporation should appoint a committee of directors composed exclusively ofoutside, i.e., non-management, directors, a majority of whom are unrelated direciors,with the responsibility for proposing to the full board new nominees to the board and forassessing directors on an ongoing basis."

Considering the fact that directors will be required to be elected on an ongoing (annual)basis, management is recommending that the Board consider striking i ;oint ad hocNominating Committee for this purpose. This approach has been undertaken in thepast when considering Enterprise Risk Management. The joint ad hoc NominatingCommittee could be comprised of representatives of all three boards, an example o1which is:

' 2 members from the WCU Board;r 1 member from the EWU Board;

' 1 member from the EWE Board.

The members of the joint ad hoc Nominating Committee in any year would not becomprised of any directors whose term is expiring in that year. lf this approach issupported, a high level timeline of events to follow are:

Task Timeline

Present Terms of Reference/Charter for NominatingCommittee to Boa rds of Directors for Approval

February,2020

Request members for Nominating Committee [for February,2020

Board of Directors Self-Evaluations Com pleted February,2020

Joint Ad Hoc Nominating Committee Meeting - reviewexpiring terms and determine if a recruitment is

required

Late February,2020

Director Recruitment if uired March,2020Recommendations to WCU {for EWU and EWE) April,2020Recommendations to City Council (WCU only) June, 2020

t TSX Cotporate Govemance, 'A Guide to Good Disclosure", guideline 4, Nominating Committee

APPENDIX A

WCU Board Agenda Submission - Board Appointment process4 October 25,2019

RECOMMENDATION

THAT the WCU Board of Directors RECEIVES the Board Appointment process report;

AND' THAT the WCU Board of Directors APPROVES in principle the concept of a Joint AdHoc Nominating commiftee being struck for the purposes of director elecrions;

Appe.ndiX A: Report titled "Report of the Striking Committee of itsmeeting held February ZS, ZOlg', and an excerpt from the City Councilmeeting minutes of March 4, 2O1g approving the Committee'srecommendations;

Aopendix B: copy of windsor canada utilities Ltd. ln Gamera Board ofDirectors meeting minutes from the meeting held March S, 2019.

AND, THAT the WCU Board of Directors DIRECTS management to proceed with draflingterms of reference for a Joint Ad Hoc Nominating Committee, for approval by the Board inFebruary

PaulGleasonDirector, Affairs & Corporate Secretary

MattVice President, Corporate Services & CFO

Attachments (1):

&

APPENDIX A

MinutesGity GouncilMondayn March 04,2019

Appendix A

Page 26 of 38

12.2. Striking Gommittee Repo rt - re ABC Appointments 2019-2022 andPerformance of Advisory Committees 201S to 2018

Moved by: Councillor KaschakSeconded by: Councillor Kusmierczyk

Decision Number: CR1 1 512019That the report of the Striking Committee of its meeting held February 25, ZA19 regarding ABCAppointments 2019-2022 and Perforrnance of Advisory Committees 2015 to 2013 BE AppRbVEDas amended: Clause 4 to include Sunqee John to the list of citizens who were appointed to morethan 1 Committee.Carried.

Report Number: SCM 48/2019Clerk's File: M82019

13. BY-LAWS (First and Second Reading)

Moved by: Councillor McKenzieSeconded by: Councillor Morrison

That the following By-laws No. 30-2019 through 34-2019 (inclusive) be introduced and read a firstand second time:

30-2019 A BY-LAW TO ASSUME MONTICELLO STREET BEING STREETS SHOWN ON PLAN12M-595 KNOWN AS MONTICELLO STREET AND THE MUNICIPAL SERVICES LOCATEDTHEREIN, lN THE CITY OF WINDSOR authorized by M98-2012, adopted February 21 ,2012

31.2019 A BY-LAW TO ADOPT AMENDMENT NO. 126 TO THE OFFICIAL PLAN OF THE CITYOF WINDSOR authorized by S 5i2019, adopted March 4,2019.

32'2019 A BY-LAW TO FURTHER AMEND BY-LAW NUMBER 8600 CITED AS THE ''CITY OFwlNDSoR zoNlNG BY-LAW" authorized by s 5/2019, adopted March 4,2ojg.

33.2019 A BY-LAW TO FURTHER AMEND BY-LAW NUMBER 9148 BEING A BY-LAW TOREGULATE TRAFFIC WITHIN THE LIMITS OF THE CITY OF WINDSOR authorized by CAO4922, adopted February 13,2019

34.20'19 A BY-LAW TO CONFIRM PROCEEDINGS OF THE COUNCIL OF THE CORPORATIONOF THE CITY OF WINDSOR AT ITS MEETING HELD ON THE 4th DAY OF MARCH ,2A19Carried.

APPENDIX A Item 12.2

VC/bMWndsor, Ontario, March 4,2019

REPORT OF THE STRIKING COMMITTEEof its meeting heldFebruary 25,2019

PRESENT: Mayor D DilkensCouncillor R BortolinCouncillor F. CostanteCouncillor F. FrancisCouncillor J. GignacCouncillor C. HoftCouncillor G KaschakCouncillor I KusmierczykCouncillor K McKenzieCouncillor J MorrisonCouncillor E Sleiman

Also ln attendance:

0. Colucci, Chief Administrative OfficerJ Payne, Community Development and Health Commissioner and

Corporate Leader Social Development, Heafth, Recreation andCulture

V. critchley, city clerk/Licence commissioner and corporate LeaderPublic Engagement and Human Resources

J Mancina, chief Financial officer/city Treasurer and corporate LeaderFinanoe and Technology

W Vendrasco, Acting City Solicitor and Corporate Leader EconomicDevelopment and Public Safety

J. Wlson, Corporate Leader, Parks, Facilities, Recreation and CultureS Vlachodimos, Deputy Clert

Declarations of Pecuniary lnterest:

Councillor Francis discloses an interest and abstains from voting or theEnwin Energy appointments a a relative b ar applicant.

Councillor Sleiman discloses ar interest and abstains from voting m thecommittee of Adjustment appointments as a relative b an appricant.

Your Committee submits the following recommendations:

Consolidaled Agenda March 4, 2019Page 120 of 153

APPENDIX A

Striking Committee Report -2- February 25, 2019

1. That the following persons BE APPOINTED as Jurors for the 2019Arts, Culture and Heritage Fund:

Erin ArmstrongCarley ScweitzerVanessa ShieldsPeter Hrastovec (previous Juror)Charmaine Valbuena iprevious Juror)

2. That the recommended slate (attachg$ as submitted by the variousBusiness Improvement Area Boards of Management BE APPROVED,

3. That the list of Council and citizen appointments (copy FttacheC) tovarious Agencies, Boards, Commissions and Cornmittees BE APPROVED, forthe 2019 - 2022 term (unless othenarise noted) or until their successors areappointed,

4. That Council's current policy regarding the appointment of citizenrepresentatives to only one Committee BE WAIVED for the following per$ons:

. Marina Clemensr Yo $on Dah Nost Huff

5, That the following Committees BE DISBANDED:

Museum Development Steering CommitteeFathway to PotentialRail lssues Committee

6, That the report on the Summary of the Advisory CommitteesEffectiveness for 2017 and 2018 BE RECEIVED FOR INFORMATION,

CHAIR

Consolidaled Agenda March 4, 2019Page 121 of153

I

I

a

CITY CLERK

APPENDIX A

(NOTE: AII terms are for4years u:rless otherwise noted)

actNcrEs, BoARDS| COMLf,TTTEES COMMTSSIO$SCOUITCIL APPO IITTME,IITTS

TERM-2019-2oi22

Page I 1

DI

oN+!9o66

60P c.r6ND'<o_o.Ef(Ep@coo

Appointees

Anthony GyerriDorianMooreJakeRandotLynn Baker

]olene BulmerJosephFraiarrgeliAndrewFootIohnlvfiller

Narne of Gonr$ittee

Developrnent & Heritage Standing CornmitteePLA}INING MATTERS ONLY

Developnrent & Ileritage Standing CommitteeHERITAGE MATTERS ONLY

APPENDIX A

ADVISORY COMMITTEES:

AGEINCIES, BOARDS, COMMITTEES COMIIITSSIIO$SC OI'NCIL APP|OINTME}ITS

TERM-2oL9-20.22

Page | 2

oo6l{-c9<qsto$oPobN<o_o9do

oO

Appointees

CouncillorF. FrancisCounciilorJ. GignacCor:neillorJ. MonisonCouncillor E. Sleiman

CouncillorJ. MorrisonSuzanAbr:shamaMeganCornwalLTerriLawrenceSpencer MorrtcalmLeishaNazarewichNadjaPelkey

Narrreof Committee

New City Flall Project Steedng Commitree

Comrrunity Public Art Advisory Committee

APPENDIX A


AGEI{CIES, BOARDS, COMMITTEES COMMISSIONSCOU$CIL APPOI$TMENTS

TER${-2019 -2022

Page | 3

o)oc{+c9cn66

(!o

6io'<o_oad$p6coO

App.ointees

CouncillorE- SleirnanRiharnAl-SaadiSaiful BhuiyanLina ChakerSherrilynn Colley-VeghSheiiErEvansYo SonDahNostHuffPeter IjehSrngeeJohnJay KatzAlternates:Jamie BeIlLacy CartyChri*opherFletcherKhagendra Gautam

Narrre sf Coniirif,tee

Divetsity Committee

APPENDIX A

ADVISORY COMMffTEES:

AGENCTES, BOARDS, COMMTTTEES COMMISSTONSCOTINCIL APPONVTMETYTS

TERM-2019-2A22

Fage | 4

o)oN.fs9o6b>I60En5'<ooP9dspo@coO

Appointees

Cor:ncillor K- McKenzieAnna Angelidis (labour communit5r)

Jessica Brunet (comnunify $oups)Marina Oemens (corrrrunify groups)Fiona Coughlin {cornmu:rity groups)Phil Dorner (ReaI Estate Board)K"thy Hay (tenant representafive)Eric Hiil (housing provider)Jim Steele (Central Housing Regrstry)Leigh Vachon (Housing With SupportiAngela Yakonich (housing provider)Joyce Zuk (communify groups)Mayor Gary McNarnara (Counfy of Essex)

Councillor F. FrancisCouncillorJ. GignacCouncillor I- KusmierczykCouncillor E- Sleiman

Nane of Commiltee

Housing Advisory Cosrmittee

Huron Lodge Commitiee of Management

APPENDIX A

AGEI{CIES, BOARDS, COMMITTEES SOMMISSIO$SCOI]NCTL APPOINTMENTS

TERM-2()19 -2A22

Fage I 5

o)ONsc9<osr)ooE.^

=No'<o)ardoE

coO

Appointees

Cor:ncillor F. CostanteCouncillor F- FrancisCouncillor G- KaschakCouncillor E. SleimanDaniel Ableser

Jerry BaryckiMaria BelenkovaScott DespinsRormie llaidarWilliamMaSteven SpagnuoloLian Tao Zhao

Councillor R- BortolinCouncillorC- HoitCounciilorE- SleimanDarrel LaurendeauMatthew Wachna

Narne of Comndftee

Interrrational Relations Commitiee

Property Standards Committee

APPENDIX A

aGEI{CrES, EOARI)S, COMMTTTEES COMMTSSIOnSCOU$CIL APPOINTMENTS

TERM-2ot9-2A22

Fage I 6

o)ON.fT9<o66

$oP r..--No'<o!*6(g

4C

CJ

Appointees

Cor:ncillor J. Mo:risonMohammed BakiBrianCyncoraMaria HowardSungeelohnEdward Kine

Councillor F. CostanteCouncillorF. Francis

Jane Boyd {University of Windsor)]ohnFairley (St. Clair College)AlanRichardson

Naihe rif Conmittee

Seniors Advisory Corrmittee

Town & GownCornmittee

APPENDIX A


AGENCIES, BOARDS, COMMITTEES COMMISSIONSCOI'NCIL APPOIIITTMEITTS

TERM-2(}19 -20/22

Page | 7

o)oc!

"fg9o6to

(E0Poo-No'<o_oEfpocoO

Appointees

CouncillorR. BortolinCouncillor C HoItCouncillor I. KusmierczykCouncillorK- McKenzieCtrdstiChauvinBernard DrouillardRyunHooeyNathanael HopeRerree MorelCa::urenSalloum

It[ame of Comsrit'tee

Transit Windsor Advisory Committee

APPENDIX A

AGENCIES, tsOARIlS, CotrlrufTTEES COITIMISSIOIdScouficll, APPTOIt{TilfitNTSt

TERM -20L9 -2ol22

Page I I

ooN-iI9o6()

(60Por6Aro'<q)-osdtE

=o6co

AppoihtEes

Couacillor E- $eimanSurendraBrggaPeter BestYo Son Dah NostHuffMialynn Lee-DaigleSheilaMcCabeSally Bennett OlczakRiccardoPappiniNicholas Schuur:nanAltemates:Krisiy FranklinAngelaHartNicholas PetroCaleb Ray

Narne of Corrmittee

Windsor Accessibility Advisory Committee

APPENDIX A

ADVISORY COMM|TEES:

AGENCIES, BOARDS, COMMITTEES COMMISSIO$SCOT}NCIL APPOIbITME,TiITS

TERM-2019 -20.22

Fage I 9

o)ON$!9osu)6()D^o:ib'<o_9.u3IacoO

Appointees

CouncilforR. BortolinCouncillor C. HoltCouncillor E- SleimanRepresenfatives frorn each BIA

Coulcillor K. McKeneieBrian ChurchmacktrCaus DohringRobertHicksTeenalrelandJessica Macasaet-Bondy

JohnPophamAlexa SylvestreErika ValvasoriEllenvan Wageningen

Name of Conn-mittee

Windsor Business Improvenrent Area Advisory Committee

Windsor Biryding Commitlee

APPENDIX A

aGEIICTES, BOARDS, COIIfiMTTIDES COMwtrSSIO!{SCOTINCIL APPOIIITMENTS

TERM -2019 -20/22

Page I 10

o)

a{

E9*6b

GO

o:lb'<oqPEL6pEcO

Appointees

CouncillorC. HoltCouncillor K- McKenzieKeri BanarDerekCoronadoRosannaDemarcoKatie KukerMicllaei SchneiderRichard St. DenisRadwan Tamr]erryZruDeputy Mayor Leo Meloche {corrnfy representative)Mayor Hilda MacDonald (cour*y representative)

Name of Committee

Windsor Essex County Environment Committee

APPENDIX A

BOARDS & COMMISS|ONS:

aGEItlcIES, BOARDS, COMMITTEES COMMISSIONSCOUNCIL APPOINTMENTS

TERM -2oL9 -2022

Fage I 11

o,oN+!9oor)>;ooEcbmb'<o_oadGpomco(J

Appointees

Cor.rnci]lor F- CostanteCouncillor K. McKenzie

Marianla ArpinoJoe Balsa:rroRobert lleuionTomMcMahonMikeSleiman

Councillor F. FrancisCouncillor I. KusmierczykCounciilor E. Sleirnan

Name of Committee

City & Schooi Boards Liaison Committee

Cornmittee of Adjushrrent

Committee/ Court of Revision

APPENDIX A

BOARDS & COMMISSIONS:

AGiEITCIES, BOAREIS, COMnfiITTtES COMMISSIOHSCOU$CIL APPOI$TMEIITS

TERM-20!9-2A22

Page I L2

o)oC{

vE9<o(!r)

60

FTo'<o.Utr6pEE

O

Appointees

Mayor D- Dilkens (1 year)Councillor K" Mclfu%ie (1 year)

Mayor D- Dilkens (1y*ar)CouncillorJ. Gignac (t year)

Mayor (ex officio)Councillor G. KaschakCouncillorlC McKenzieCaunciliorl MorrisonCorrncillor E- SiefunarL

EnwinEnergy

EnwinUtiiities

Esse< Windsor Solid Waste Authority

APPENDIX A


AGEI{CIES, BOARDS, COMMTTTES COnfiMTSSTONSCOU1YCIL APPOI1YTMENTS

Fage I 13

N.+

9m66

(6()E*c:o:fD'<o_oqrd(Epocoo

Appointees

Councillor F- FrancisCounciilor G- KaschakCouncillorJ. MorrisonDiletta CaseyBruce Winternute

Counciilor J. GignacCouncillor I. Kusmierczyk

Mayor DilkensCouncillor F. Francis (L year terin)Council.lor J. Gignac (1 ]'.* term)CouncillorJ. Morrison (1year tffin)Kevin LaJoret (3 year term)Jerry Udell {Zvear terrn)

Mayor D. DilkensCouncillorJ- GignacCouncillor G. KaschakCouncillor I. KusmierczykCharles Pingle

Name of Cammittee

Roseland GolJ Ciub Board of Directors

Tourism Windsor Board of Directors

Windsor Canada Utiiities

Windsor Detroit Tunnel Corporation

APPENDIX A


AGENCIES, BOARDS, COMMITTEES COMMISSIONSCO{Tff CIL APPO IITTMEIITS

TERM-2019 -2A22

Fage I L4

O)

N

c9mNS

60EnoYo'<c)uPsd6EoEoO

Appointees

Counciilor R. BoriolinCor:ncillor F. CostanteMayor Marc Bondy (Counfy representative)Depufy Mayor Leo Meloche (Counfy represerrtative)KenrLeth ActonRiham Aqel (Count5r citizen representative)Marina ClernensLinda CoitnanDave CookeMark Morris (Chamber)

John [ack) Sullens

Councillor F. CostanteCouraillor G. KaschakCouncillor E. SleimanJayme LesperanceHarpreet Virk

Name of Com:rrittee

Windsor Essex Comrnunity Housing Corporation

Windsor Licensing Commission

APPENDIX A


AGENCIES, BOARDS, COMMTTTEES COMMISSIONSCOUNCIL APPOIYTMENTS

TERM-2AL9-2oi22

Page I 15

ooN{c9oO()

60Eohoo'<q)_ood6

=ocoo

Appoirrtees

Counciflor R. BortolinCouncillor F- CostanteCouncillorC- HoltCouncillor E. Sleiman

Mayor DilkensCouncillor R Bartolin

Mayor D- Drew DilkensCouncillor R- BortolinCorrncillor tr. KusmierczykCouncillor J. MonisonHoliyDougallWaseemHabashMassimoDeMenechTeresa Prx:uzza

Jarnes Stuart

Name of Committee

Windsor Essex County Health Unit

Windsox Police Services Board

Windsor Public Library Board


APPENDIX A

AcElrlcrEs, B0ARDS, COMMIT,TEES COMMTSSIONSCOI'NCIL APPOTNTMENTS

Fage I 16

N{-!Po(g()

(s0P r--ioD'<o_osd(sgoco

Appointees

Mayor DilkensCouncillor L KusmierczykCouncillor K. McKenzieCounciilor J- MorrisonJuiian (]ules) HawkirsDouglas LawsonMario SonegoEdj.gio Sovran

Mayor DilkensCouncillorF. FrancisCounciiior K- McKenzieJohn ChisholnrRenato DiscenzaMichael RayToniScislowskiKr:lveer Virk

Name of Committee

Windsor Utilities Cornrnission

Your Quick Gateway CfQC; Board of Directors

APPENDIX A

AGENCIDS, BOARDS, COMMIT:TEES COMMISSIONSCOU$CIL APPOINTMENTS

TER]VI-2oL9-20.22

BUSINESS IMPROVEMENTAREA {BIA} BOARDS OF MANAGEMENT:

Fage I Lz

o

N.tEPoolr)>T60E.

o'<o*oEtr6poco

Appoirttees

Councillor C. Holt

Councillor E. Sleiman

Councillor]. Gignac

Councillor F, Costarrte

Council.lor C- Holt

CouncillorJ. GignacCouncillor E. Sleiman

Councillor C. FIolt

Name of Committee

Erie St'eet BIA

Ford City BIA

Olde Riverside BIA

Olde Sandwich BIA

Ottawa Street BIA

Pillette Village BIA

Walkerville BiA

APPENDIX A

THE CITY

NDSOHONTARIO, CAl'lAl)A

BUSTNES$ TMPROVEMENT AREA (BlA)

BOARDS OF MANAGEMENT

RECOMMENDED SLATE

Consolidated Agenda March 4, 2019Page 1 39 of 153

APPENDIX A

THE CITY

NDoNTARtO, CANADA

ERIE STREET BIA

RECOMMENDED $LATE

Consolidated Agenda March 4, 2019Page 140 of 153

APPENDIX A

W IN ESO'R'S

TITTLE ITATY

I'{EWLY ELECTED BOARDNOVEMBER 27,2018

'Ternt 2018-2022

PRESIDENT: FILIP ROCCA

VIqE PRESIDENT: PIETRO DIPONIO

SECRETARY: DIANE BERTOLIN

TREASURER: FRANCA CONC]ATORI

DIRECTORS: TONY CONCIATORILAURA GERVASIFERNANDO FERRERAGRACE FERRERAJOSEPH GIORGIMIKE VONELLA JR.

VERN MYSLICHTIK

PAST PRESIDENT: TERESA SILVESTRI

CITY COUNCIL REPRESENTATIVEI CHRIS HOLT

DIRECTO JUSTIN LAFONTAINE

VIA ITALIA/ERIE STREET BIA 836 ERIE STREET EAST, WINDSOR, ONNgA [email protected]

Consolidated Agenda March 4, 2019Page 141 of153

APPENDIX A

THE GITY

I March 4, 2019of 163

INtrSORoNTAR|O, GANAnA

FORD CITY BIA

RECOMMENDED SLATE

Consolidated AgendPage 142

APPENDIX A

Chairpersonl

Past Chairperson:

Treasurer:

Directors;

Asscciate Members

City Councillor:

Executive Director:

Ford Ciry Business lmprovement AssaclationBoard of Dlrectors

7AL8-2022

Shane Potvin, Properp Owner

Randy Diestlemann, Property Owner

LoriKimmerlyStandard Printing

John BrownBrown's Lounge

Tracy StillerHeimat Wlndsor Banquet Centre

Dana HorwitzWater's Fdge

l\tlichael DifazioMike's Reclaim Artistry

Jose GonzalezFord CIty Financial

Nicole Baillargeon, Property Owner

Katl Gibb, Ford Clty Neighbourhood Renewal

Gillian Benoit, Residents ln Action Committee

Ed Slelman

Bridget M, Scheuerman


APPENDIX A

THE CITV

ONTARIO, CANADA

OLD RIVER$IDE BIA

RECOMMENDED SLATE

Consolidaled Agenda March 4,2019Page '144 of 153

APPENDIX A

President

Vice-President

Directors

Councillor,Wald 6

Exesutive Directcr

O kl Rlv e rs l d e To wn C en trc Brrsizers .4ss o etilllo nBoard of Directort

2018-2022

Rick Marty MafiinelloSummitFloor & lVall Covering

Michetle Teno-WashterFormally Yours

Cathy HendyAfiessa

Sandra Lefaveshu shu

Poter MazzaRiviers Piaza

Randy DiestlemannProporfy Owner

Joarure Gignac

Bridget Scheuerman


I

I

I!I

!

APPENDIX A

THE CITY

D OHoNTARtO, CANADA

OTTAVVA STREET BIA

RECOMMENDED SLATE

Consolidated Agenda March 4, 201 9Page 146 of 153

APPENDIX A t "1] ct u.)€\ S+

:l

r $18,000 left over after by March 31, motion to move money plus GST refund to

beautification fund, Ettore Bonato 1ur, Miclrael Belmonte 2"d

. New budget will have 40% of. monies toward beautification as suggesied by Cify,

we had 27o/olastyear-goal is 50% for futurre year$

o Some businesses have left Ottawa Streetbut a few new ones opened

r New budget presented; questions asked on what are admin and beafification

cests, explained internet connectior; co-ordinato4 upgr:ades on laptop,

bookkeepet and plants, benches, special cleaning of streets, repairs to arches,

new trees, upkeep of evelything added to Ottawa Street

r Motion to accept budget as presented, Dan Grosu l-'t, Michael Belmonte 2"d

I Discussion on $2000 less for administration and put it into advertising and

promotion focusing on Facebook-motion carried with new budget numbers

r Discussion on more emphasis on Facebook-new committee formed Lo focus on

this matter

r Motion to add one rnore sitling member to the board to make it 7 now-carried

. New board elected, Chris Holt (automatic because he is Ward 4 councillor),

Ettore Bonato, Mike Osborne, Lawrstce Holland, Mark Trudell. Tlacy Paterson,

Dan Grosu

Adiirutnment:

r Tracey Rogers ls, Dan Grosn 2nd, carried

t Adiourned at 9:35PM

Consolidated Agenda Maroh 4, 2019Page 147 of 153

APPENDIX A

THE CIITY

INtr BONTARIO, CANADA

PILLETTE VILLAGE BIA

RECOMMENDED SLATE

Consolidated Agenda March 4,2019Page 148 of 153

APPENDIX A

Chairperson: Chantelle HunterCShells

Vice President; Gary 5t. PierreBalloons By Us

Treasuren Terry Yaldo

Midway Convenience

Directors: Diane Beck

Diane's Treasure Shop

lvana PerfettoPerfetto Bistro

City Counclllors: Jo-Anne Gignac

Ed Sleiman

Executive Director: Bridget M, Scheuerman

Pil lette Vi ll a ge B uslness I mprovement AssoclatlonBoard of Directors

2Qr8-2022

Consolidated Agenda March 4,2019Page 149 of 1 53

APPENDIX A

THE CITY

NDONTARIO, CANADA

SANDWICH TOWNE BIA

RECOMMENDED SLATE

Consolldated Agenda March 4,2019Page 150 of 153

APPENDIX A'!h nJ,", tth ,

Mu

From;$ent:To:$ubject:

Crltchley, ValeriaWednesday, Fobruary 20,2019 2:57 PMMurray, BockyFW: $andwich BIA

ForStriking Commiftee,

Thanks

From: mary ann cuderman <macuderman @ hotmail.com>Sent Wednesday, February 2A,20Ig Zt44pMTo: Critch ley, Va le rie <vcritchley@cltywi ndsor. ca>SubJect;$andwich BtA

4_.._ ;

CAUTION: Thls emali otlginated from outside of the ofganlzation. Do not cllck links or open attachme nts unless you recognlze thesender and know the content is safe,

G ood aftein.CI,Jn'r/a lerie

The newly elected Board follows:Dr, Gregg l'lanakaMary Ann CudermalrBill Davies

Andre ll4alletteNicole S:kelaFablo Cortante {Ward Councillor)

Thank you

Mai'y Ann

1

Consolidated Agenda March 4, 2019Page 151 of153

APPENDIX A

CITYTHE

INONTARIO, CANAbA

OLDE VfALKERVILLE tsIA

RECOMMENDED $LATE

Consolldated Agenda March 4,201SPage 152 of 153

APPENDIX A,,UolkrruilJc

Bec

From:Sent:To:

Cara Kennody <[email protected]>Tuesday, February 19,2019 2:12PMMurray, BeckyRe: FW:Walkervllle BIA$ublect:

GAUTION: This emall origlnated from outside of the organlzatlon. Do not cliok links or open attachments unless yourecognize the sender and know the content ls safe.

My apologies, I rneant February 26th not JanuaryHere is the list of our Board Mernbers:

Cara KennedyHoward SpinnerJake RondotShannon GilbertLisaMilscAnissa NoakEsJeff BourqueChris MickleJemessa CoutureJeremy Couture

Cara Kennedyrffalkerville BIA Chair

On Tue, Feb 19,2019 at 10:28 AM Munay, Becky <[email protected]? wrote;

Your message indicates that your Board will meet on January 26 * did you mean February 26? lf it isFebruary 26rh can you provide a complete list of directors as a resolutioh will be required tb approve the slateof directors as ihe term of Board members ie the same term of Council.

Beelql Murray

Excct t tiue Adnti n I,s h'nt fu e A*s i s t a ut

530-350 City Hnll. Squnre

Wind*or, Ontnrio N9,{ 651

IConsolidated Agenda March 4, 2019

Page 1 53 of 1 53

APPENDIX A

Appendix B

CONFIDENTIAL

WINDSOR CANADA UTILITIES LTD.

BOARD OF DIRECTORS MEETINGIN GAMERA MEETING MINUTES

TUESDAY, MARCH 5,2019

An in-camera meeting of Windsor Canada Utilities Ltd. Board of Directors was held onTuesday, March 5, 2019 in the Boardroom at787 Ouellette Avenue, Windsor, Ontario.

ATTENDANCE:

Directors: Drew Dilkens (Chair), Fred Francis, Jo-Anne Gignac (by phone),Jim Morrison, Kevin Laforet, Jerry Udell (by phone)

NIARegrets:

Management: President & CEO Helga Reidel; Director of Regulatory Affairs andCorporate Secretary Paul Gleason.

Guests; None

CALL TO ORDER & DECLARATION OF CONFLICTS OF INTERE$T

The Chair noting quorum called the in-camera meeting to order at 8:02 a.m.

F. Francis declared a conflict of interest pertaining to the election of independentdirectors for the ENWIN Energy Ltd. Board of Directors [Mr. Eddie Francis].

No other conflicts of interest were declared.

CONSENT AGENDA

No items

COMMUNICATION AGENDA

No items.

APPENDIX A

Windsor Canada Utilifies Ltd.ln Camera Board of Directors Meeting - Page 2 March 5,2019

ENWIN EXECUTIVE REPORTS

5.1 Board of Director Applications and Recommendations - Update Report

A general discussion was held with respect to the director application and evaluationprocess. All questions were answered to the satisfaction of the board members.

Moved and secondedTHAT the Directors of the Board of ENWIN Utilities Ltd. BE ELECTED as follows:

' Mr. Garnet Fenn - 3 year term;. Mr. Leo Muzzatti- 2 year term;. Ms. Andrea Orr - 1 year term;. Mr. Abe Taqtaq - 3 year term;. Mr, George Wilkki- 2 year term;

AND, THAT the following appolntees received from the Council of the City of WindsorBE RATIFIED as Directors of the Board of ENWIN Utilities Ltd. as follows:

. Mayor Drew Dilkens - 1 year term;

' Councillor Jo-Anne Gignac - 1 year term..CARRIED

Moved and secondedTHAT the following appointees received from the Council of the City of Windsor BERATIFIED as Directors of the Board of ENWIN Energy Ltd. as follows:

' Mayor Drew Dilkens - 1 yearterm;r Councillor Kieran McKenzie - 1 year term.

.CARRIED

Moved and seconded [F. Francis abstaining]THAT the Directors of the Board of ENWIN Energy Ltd. BE ELECTED as follows:

. Mr. Eddie Francis - 3 year term;

APPENDIX A

Windsor Canada Utilities Ltd.ln Camera Board of Directors Meeting

r Ms. Rhea de Verteuil- 2 yearterm;r Mr. Gregory loanidis - 1 yearterm;

OTHER BUSINESS

None noted,

MOTION TO TERMINATE IN CAMERA SESSION

Moved and secondedThat the ln Camera session be terminated.

The ln Camera session terminated at B:10 a.m.

Chair

- Page 3 March 5,2019

.CARRIED

.CARRIED

Record Secretary

APPENDIX B

WINDSOR CANADA UTILITIESLTD.

Joint Ad Hoc Nominating Committee("NC") Charter

Effective Date: xxxxxxx, 2020

L. Composition

a) The Joint Ad Hoc Nominating Committee ("NC") of Windsor Canada Utilities Ltd.("WCU") is a Committee of directors which shall be comprised of up to 5 members ofwhich:

(i) Two (2) shall be nominated members fromtheWCU Board directors;(ii) One (1) shall be the Mayor of the City of Windsor as an ex fficio voting

member;

(iii) One (1) shall be a nominated member from the ENWIN Utilities Ltd. Board

directors;

(iv) One (1) shall be a nominated member from the ENWIN Energy Ltd. Boarddirectors;

Directors nominated to the NC shall not be subject to re-election in the year they serve onthe NC, with the exception of the Mayor.

b) The following skill set is normally looked for in the selection of NC members:

o Previous Board experienceo Familiarity with the legal and regulatory requirements of directorships and

executive human resources management

o Previous experience in the recruitment, selection, motivation, evaluation andleadership of directors and senior executives

o Excellent interpersonal and conflict resolution skills

It is not necessary for any one member of the Committee to possess all of the skill set

items. However, each skill set item (and parts thereof) should be present in the NC'scomposition.

c) The Chair of the NC shall be selected at each meeting of the NC.

APPENDIX B

2. Terms of Reference

The purpose of the NC is to identify and evaluate potential candidates for appointment asDirectors to the Boards of WCU and its subsidiaries.

a) The NC shall make recommendations to the Shareholder of WCU (i.e. City ofWindsor) regarding the appointment of candidates as Directors to the WCU Board; andto the WCU Board regarding the appointment of candidates as Directors to itssubsidiaries.

b) For the pu{pose of carrying out item (a) in this section, the NC shall:

review with the Board, as required, the selection criteria for the appointment ofDirectors to the Boards of WCU and its subsidiaries and any suggested changes tothe selection criteria set out in the Shareholder Declaration;

receive from the Board, any selection criteria for the appointment of Directors tothe Boards of WCU and its subsidiaries in addition to those set out in theShareholder Declaration;

develop processes to identifu, evaluate and nominate potential candidates forappointment as Directors to the Boards of WCU and its subsidiaries inaccordance with the requirements of the ShareholderDeclaration;

iv. have the authority, in its sole discretion, to retain such outside consultants to helpthe NC identifu candidates and to investigate their suitability for appointment asDirectors; and

V. examine and report on any other matters necessary to meet the purposes of theCommittee.

3. Operating Principles

The NC shall fulfill its responsibilities within the context of the following principles:

a) Conduct

The NC expects its Committee members and nominees for appointment to the Board ofWCU and its subsidiaries to operate in compliance with the City of Windsor's "Code ofConduct for Members of Council and Local Boards" and with all applicable laws andregulations governing WCU.

1.

ii.

llt

APPENDIX B

b) Communications

The Chair and members of the NC expect to have direct, open and frank communicationsthroughout the year with the Board, Management and other key NC advisors as applicable.

c) Committee Expectations and InformationNeeds

The NC shall communicate its expectations to the Board andlor Management with respectto the nature, timing and extent of its information needs. The Committee expects that allreasonably required and available information (including minutes) relating to each matterto be dealt with by the NC at its meetings will be received from the Board andlorManagement within a reasonable time frame in advance of each Committee meeting.

d) Reliance on Experts

In contributing to the NC's discharging of its duties under this Charter, each member ofthe NC shall be entitled to rely in good faith upon:

I the reports of WCU represented to him or her by the Board Chair, an officer of WCUor in a written report of extemal advisors with respect to the recruitment and selectionof Board members; and

D any report of a lawyer, accountant, appraiser or other person whose profession lendscredibility to a statement made by any suchperson.

e) In Camera Meetings

The members of the NC shall meet in private session as part of each meeting, (i.e., withoutManagement present). The NC shall meet in private session as often as it deemsnecessary.

4, Operating Procedures

a) The NC shall meet annually, or as circumstances dictate to carry out the responsibilities setout in its Terms of Reference. Meetings shall be held at the call of the WCU Chair;

APPENDIX B

b) a quonim shall be a majority of the members;

c) NC meeting agendas shall be the responsibility of the Chair of the Committee inconsultation with the Board Chair, Committee members andManagement.

d) To assist the NC in discharging its responsibilities, the NC may, after consultation with theBoard Chair, retain at the expense of WCU, one or more persons having special expertisethat will assist the NC in discharging its responsibilities.

e) The NC shall report to the shareholders its recommendations for the appointment ofdirectors to the Boards of Directors of WCU and its subsidiaries.

5. Limitations on Committee's Duties

In contributing to the Committee's discharging of its duties under this Charter, each member of theCommittee shall be obliged only to exercise the care, diligence and skill that areasonably prudentperson would exercise in comparable circumstances. Nothing in this Charter is intended, or maybe construed, to impose on any member of the Committee a standard of care or diligence that is inany way more onerous or extensive than the standard to which all Board members are subject. Theessence of the Committee's duties is to gain reasonable assurance (but not to ensure) that thenominating policies, procedures and practices of WCU (i) are being conducted effectively and incompliance with all applicable laws, statutes and regulations; (ii) are reasonable and appropriatein the circumstances given the nature of the organization and its strategy; and (iii) are sufficientlyand accurately reported upon to the Board.

Charter Historv & ApprovalThis charter was originally approved on: xxxxx,2020

Chair of WCU Board

President & CEO, Helga Reidel

WCU Public Minutes of February 26, 2020 - Home | ENWIN · 2020. 5. 14. · WINDSOR CANADA UTILITIES...

Documents

Transcript of WCU Public Minutes of February 26, 2020 - Home | ENWIN · 2020. 5. 14. · WINDSOR CANADA UTILITIES...