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 Page 2
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. Windsor Canada Utilities Ltd. Board of Directors Meeting Public Meeting Minutes Wednesday, February 26, 2020 Page 3
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.
Windsor Canada Utilities Ltd. Board of Directors Meeting Public Meeting Minutes Wednesday, February 26, 2020 Page 4
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.
Windsor Canada Utilities Ltd. Board of Directors Meeting Public Meeting Minutes Wednesday, February 26, 2020 Page 5
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
Appendix A WCU Public Minutes February 26, 2020
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 a JointAd HocNominating Committee ("NC') being struckforthe purposes of directorelections, and that management proceed with drafting terms of reference forthe ad hoc committee. The subject November report is appended at Appendix A, for reference. This report proposes a charter for the committee.
Discussion
The directors of all boards have been elected onto staggered terms in accordance with each corporations'by-laws1. As such, directors will be required to be elected to each board on an ongoing (annual) basis. As all directors are subject to election by the shareholder of each corporation2, it is intended that the NC would assist with making recommendations for director elections to the shareholder of WCU (i.e. the City of Windsor), and to the WCU Board for its subsidiaries. The following director's terms will expire in2020, and the positions will require election:
1 Reference By-law No. 1 of Windsor Canada Utilities Ltd., ENWIN Utilities Ltd. and ENWIN Energy Ltd., section 2.05 Staggered Terms. 2 Reference section 119(4) of the Busine ss Corporations Acf (Ontario). EWE, EWU, WCU Board Agenda Submission -JointAd Hoc Nominating Committee Charter 2 February 15,2020
WCU
. Mayor Drew Dilkens; ' Councillor Fred Francis; . Councillor Jo-Anne Gignac; . Councillor Jim Morrison.
EWU
Ms. Andrea Orr; Mayor Drew Dilkens; Councillor Jo-Anne Gignac
EWE:
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 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
Nominee #2
3 Reference ByJaw No. 1 of \Mndsor Canada Utilities Ltd., ENWIN Utilities Ltd. and ENWIN Energy Ltd., section 2.05 Staggered Terms. EWE, EWU, WCU Board Agenda Submission -JointAd Hoc Nominating Committee Charter 3 February 15,2020
ENWIN Utilities Ltd. Board of Directors
THAT the EWU Board of Directors RECEIVES the Joint Ad Hoc Nominating Committee Charter report;
AND, THAT the EWU Board of Directors APPROVES the following nominee to the Joint Ad Hoc Nominating Committee for 2020:
Nominee
ENWIN Enerov Ltd. Board of Directors
THAT the EWE Board of Directors RECEIVES the Joint Ad Hoc Nominating Committee Charter report;
AND, THAT the EWE Board of Directors APPROVES the following nominee to the Joint Ad Hoc Nominating Committee for 2020:
Nominee
Paul Gleason Director, Regu Affairs & Corporate Secretary
Matt Vice President, Corporate Services & CFO
idel P & cEo EWE, EWU, WCU Board Agenda Submission -JointAd Hoc Nominating Committee Charter 4 February 15,2020
Attachments (1): Appendix A: Report titled "Board Appointment Process" dated October 25,2019;
Appendix B: Joint Ad Hoc Nominating Committee Charter APPENDIX A
AGENDA SUBMISSION IN 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 order to elect members to the Windsor Canada Utilities Ltd. WCU) Board of Directors, and to recommend 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 Appendix A, along with a copy of the City Council resolutionl approving the recommendations contained in the report. The WCU board is comprised of the following directors and associated 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 both elected directors to the EWU and EWE boards, respectively, as well as ratified nominees received from the City of Windsor. A copy of the meeting minutes of the March 5, 2019 meeting are attached at Appendix B, The WCU Board further confirmed these director elections at its Annual General Meeting convened for each subsidiary corporation held on June 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 process 2 October 25,2019
which in accordance with each corporations' by-lawsz, are elected to the following staggered terms:
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 wilh the procedure. followlng At the meeting of shareholders next following ih; coming lnlo force of thls by-law, (a) every director who is also the head or a member of the Council of the Corporation of the City of.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 elected to hold office for a term of three (3) vears and may be re-elected for ono (1) or more terms of three (3) years; (c) from among the directors who are not Directors from Council, one (1) direclor shall be elected to 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 elected to 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 are elected, those direc-tors shall be elected in sequence according to clauses (b) lhen (c) then (d) in a repeating paftern until each director has been elected.
Subsequently at each annual meeting of shareholders, directors shall be elected to fill the positions of those directors whose term of offlce has expired. Each director so elected who is a Direotor from Council shall hold ofiice for a term of one (1) year. Each direotor so elected who is not a Director from Council shall hold office for a term of three (3) 1rears. Each director may be re-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 process 3 October 2S,2A1g
Therefore, in accordance with the corporate ByJaws of all of the corporations, directors must be elected on an annual basis.
Nominatlng Gommittee
According to the TSX guide to good corporate governance3, "The board of directors of every corporation should appoint a committee of directors composed exclusively of outside, 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 for assessing 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 hoc Nominating Committee for this purpose. This approach has been undertaken in the past when considering Enterprise Risk Management. The joint ad hoc Nominating Committee could be comprised of representatives of all three boards, an example o1 which 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 be comprised of any directors whose term is expiring in that year. lf this approach is supported, a high level timeline of events to follow are:
Task Timeline Present Terms of Reference/Charter for Nominating February,2020 Committee to Boa rds of Directors for Approval Request members for Nominating Committee [for February,2020
Board of Directors Self-Evaluations Com pleted February,2020 Joint Ad Hoc Nominating Committee Meeting - review Late February, expiring terms and determine if a recruitment is 2020 required Director Recruitment if uired March,2020 Recommendations to WCU {for EWU and EWE) April,2020 Recommendations 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 process 4 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 Ad Hoc Nominating commiftee being struck for the purposes of director elecrions;
AND, THAT the WCU Board of Directors DIRECTS management to proceed with drafling terms of reference for a Joint Ad Hoc Nominating Committee, for approval by the Board in February
PaulGleason Director, Affairs & Corporate Secretary
Matt Vice President, Corporate Services & CFO
&
(1): Attachments Appe.ndiX A: Report titled "Report of the Striking Committee of its meeting held February ZS, ZOlg', and an excerpt from the City Council meeting minutes of March 4, 2O1g approving the Committee's recommendations;
Aopendix B: copy of windsor canada utilities Ltd. ln Gamera Board of Directors meeting minutes from the meeting held March S, 2019. APPENDIX A Minutes Appendix A Gity Gouncil Mondayn March 04,2019 Page 26 of 38 12.2. Striking Gommittee Repo rt - re ABC Appointments 2019-2022 and Performance of Advisory Committees 201S to 2018
Moved by: Councillor Kaschak Seconded by: Councillor Kusmierczyk
Decision Number: CR1 1 512019 That the report of the Striking Committee of its meeting held February 25, ZA19 regarding ABC Appointments 2019-2022 and Perforrnance of Advisory Committees 2015 to 2013 BE AppRbVED as amended: Clause 4 to include Sunqee John to the list of citizens who were appointed to more than 1 Committee. Carried.
Report Number: SCM 48/2019 Clerk's File: M82019
13. BY-LAWS (First and Second Reading)
Moved by: Councillor McKenzie Seconded by: Councillor Morrison
That the following By-laws No. 30-2019 through 34-2019 (inclusive) be introduced and read a first and second time:
30-2019 A BY-LAW TO ASSUME MONTICELLO STREET BEING STREETS SHOWN ON PLAN 12M-595 KNOWN AS MONTICELLO STREET AND THE MUNICIPAL SERVICES LOCATED THEREIN, 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 CITY OF 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 OF wlNDSoR 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 TO REGULATE TRAFFIC WITHIN THE LIMITS OF THE CITY OF WINDSOR authorized by CAO 4922, adopted February 13,2019
34.20'19 A BY-LAW TO CONFIRM PROCEEDINGS OF THE COUNCIL OF THE CORPORATION OF THE CITY OF WINDSOR AT ITS MEETING HELD ON THE 4th DAY OF MARCH ,2A19 Carried. APPENDIX A Item 12.2
VC/bM Wndsor, Ontario, March 4,2019
REPORT OF THE STRIKING COMMITTEE of its meeting held February 25,2019
PRESENT: Mayor D Dilkens Councillor R Bortolin Councillor F. Costante Councillor F. Francis Councillor J. Gignac Councillor C. Hoft Councillor G Kaschak Councillor I Kusmierczyk Councillor K McKenzie Councillor J Morrison Councillor E Sleiman
Also ln attendance:
0. Colucci, Chief Administrative Officer J Payne, Community Development and Health Commissioner and Corporate Leader Social Development, Heafth, Recreation and Culture V. critchley, city clerk/Licence commissioner and corporate Leader Public Engagement and Human Resources J Mancina, chief Financial officer/city Treasurer and corporate Leader Finanoe and Technology W Vendrasco, Acting City Solicitor and Corporate Leader Economic Development and Public Safety J. Wlson, Corporate Leader, Parks, Facilities, Recreation and Culture S Vlachodimos, Deputy Clert
Declarations of Pecuniary lnterest:
Councillor Francis discloses an interest and abstains from voting or the Enwin Energy appointments a a relative b ar applicant.
Councillor Sleiman discloses ar interest and abstains from voting m the committee of Adjustment appointments as a relative b an appricant.
Your Committee submits the following recommendations:
Consolidaled Agenda March 4, 2019 Page 120 of 153 APPENDIX A Striking Committee Report -2- February 25, 2019
1. That the following persons BE APPOINTED as Jurors for the 2019 Arts, Culture and Heritage Fund:
Erin Armstrong Carley Scweitzer Vanessa Shields Peter Hrastovec (previous Juror) Charmaine Valbuena iprevious Juror)
2. That the recommended slate (attachg$ as submitted by the various Business Improvement Area Boards of Management BE APPROVED,
3. That the list of Council and citizen appointments (copy FttacheC) to various Agencies, Boards, Commissions and Cornmittees BE APPROVED, for the 2019 - 2022 term (unless othenarise noted) or until their successors are appointed,
4. That Council's current policy regarding the appointment of citizen representatives to only one Committee BE WAIVED for the following per$ons:
. Marina Clemens r Yo $on Dah Nost Huff
5, That the following Committees BE DISBANDED:
I Museum Development Steering Committee I Fathway to Potential a Rail lssues Committee
6, That the report on the Summary of the Advisory Committees Effectiveness for 2017 and 2018 BE RECEIVED FOR INFORMATION,
CHAIR
CITY CLERK
Consolidaled Agenda March 4, 2019 Page 121 of153 APPENDIX A
actNcrEs, BoARDS| COMLf,TTTEES COMMTSSIO$S COUITCIL APPO IITTME,IITTS TERM-2019-2oi22
Page I 1 (NOTE: AII terms are for4years u:rless otherwise noted)
DI
Narne of Gonr$ittee Appointees
Developrnent & Heritage Standing Cornmittee Anthony Gyerri o N PLA}INING MATTERS ONLY DorianMoore + ! JakeRandot 669o Developnrent & Ileritage Standing Committee Lynn Baker 60 P c.r HERITAGE MATTERS ONLY ]olene Bulmer 6N AGEINCIES, BOARDS, COMMITTEES COMIIITSSIIO$S C OI'NCIL APP|OINTME}ITS TERM-2oL9-20.22 Page | 2 ADVISORY COMMITTEES: Narrreof Committee Appointees New City Flall Project Steedng Commitree CouncillorF. Francis CounciilorJ. Gignac o o Cor:neillorJ. Monison 6l Councillor E. Sleiman { -c sto9 AGEI{CIES, BOARDS, COMMITTEES COMMISSIONS COU$CIL APPOI$TMENTS TER${-2019 -2022 Page | 3 ADVISORY COMMITTEES: Narrre sf Coniirif,tee App.ointees Divetsity Committee CouncillorE- Sleirnan o) RiharnAl-Saadi o c{ Saiful Bhuiyan + c Lina Chaker 9cn 66 Sherrilynn Colley-Vegh (!o SheiiErEvans o'6i Yo SonDahNostHuff _o AGENCTES, BOARDS, COMMTTTEES COMMISSTONS COTINCIL APPONVTMETYTS TERM-2019-2A22 Fage | 4 ADVISORY COMMffTEES: Nane of Commiltee Appointees Housing Advisory Cosrmittee Cor:ncillor K- McKenzie Anna Angelidis (labour communit5r) Jessica Brunet (comnunify $oups) o) Marina Oemens (corrrrunify groups) o N Fiona Coughlin groups) .f {cornmu:rity s Phil Dorner (ReaI Estate Board) 9o >I6b K"thy Hay (tenant representafive) 60 En Eric Hiil (housing provider) Huron Lodge Commitiee of Management Councillor F. Francis CouncillorJ. Gignac Councillor I- Kusmierczyk Councillor E- Sleiman APPENDIX A AGEI{CIES, BOARDS, COMMITTEES SOMMISSIO$S COI]NCTL APPOINTMENTS TERM-2()19 -2A22 Fage I 5 Narne of Comndftee Appointees Interrrational Relations Commitiee Cor:ncillor F. Costante Councillor F- Francis Councillor G- Kaschak o) Councillor E. Sleiman O N Daniel Ableser s c Jerry Barycki sr)9 Steven Spagnuolo c o Lian Tao Zhao O Property Standards Committee Councillor R- Bortolin CouncillorC- Hoit CounciilorE- Sleiman Darrel Laurendeau Matthew Wachna APPENDIX A aGEI{CrES, EOARI)S, COMMTTTEES COMMTSSIOnS COU$CIL APPOINTMENTS TERM-2ot9-2A22 Fage I 6 Naihe rif Conmittee Appointees Seniors Advisory Corrmittee Cor:ncillor o) J. Mo:rison O N Mohammed Baki .f T BrianCyncora 9 Town & GownCornmittee Councillor F. Costante 4 C CouncillorF. Francis CJ Jane Boyd {University of Windsor) ]ohnFairley (St. Clair College) AlanRichardson APPENDIX A AGENCIES, BOARDS, COMMITTEES COMMISSIONS COI'NCIL APPOIIITTMEITTS TERM-2(}19 -20/22 Page | 7 ADVISORY COMMITTEES: It[ame of Comsrit'tee Appointees Transit Windsor Advisory Committee CouncillorR. Bortolin Councillor C HoIt Councillor I. Kusmierczyk o) o CouncillorK- McKenzie c! CtrdstiChauvin g"f 9o Bernard Drouillard 6to (E0 RyunHooey Po Nathanael o'o-N Hope AGENCIES, tsOARIlS, CotrlrufTTEES COITIMISSIOIdS couficll, APPTOIt{TilfitNTSt TERM -20L9 -2ol22 Page I I Narne of Corrmittee AppoihtEes Windsor Accessibility Advisory Committee Couacillor E- $eiman SurendraBrgga o o Peter Best N -i Yo Son Dah NostHuff I 9o Mialynn Lee-Daigle 6() (60 SheilaMcCabe Por 6Aro' Sally Bennett Olczak AGENCIES, BOARDS, COMMITTEES COMMISSIO$S COT}NCIL APPOIbITME,TiITS TERM-2019 -20.22 Fage I 9 ADVISORY COMM|TEES: Name of Conn-mittee Appointees Windsor Business Improvenrent Area Advisory Committee CouncilforR. Bortolin o) O Councillor C. Holt N $ Councillor E- Sleiman ! 9o Represenfatives frorn each BIA su) 6() D^ o:i Windsor Biryding Commitlee Coulcillor K. McKeneie b' _9 aGEIICTES, BOARDS, COIIfiMTTIDES COMwtrSSIO!{S COTINCIL APPOIIITMENTS TERM -2019 -20/22 Page I 10 Name of Committee Appointees Windsor Essex County Environment Committee CouncillorC. Holt Councillor K- McKenzie o) Keri Banar a{ DerekCoronado E 9* RosannaDemarco 6b Katie Kuker GO o:l Micllaei Schneider b' qP aGEItlcIES, BOARDS, COMMITTEES COMMISSIONS COUNCIL APPOINTMENTS TERM -2oL9 -2022 Fage I 11 BOARDS & COMMISS|ONS: Name of Committee Appointees City & Schooi Boards Liaison Committee Cor.rnci]lor F- Costante Councillor K. McKenzie o, Cornmittee of Adjushrrent Marianla Arpino o N Balsa:rro + Joe ! Robert lleuion 9o >;or) TomMcMahon oo Ec bm MikeSleiman b' _o AGiEITCIES, BOAREIS, COMnfiITTtES COMMISSIOHS COU$CIL APPOI$TMEIITS TERM-20!9-2A22 Page I L2 BOARDS & COMMISSIONS: Appointees EnwinEnergy Mayor D- Dilkens (1 year) (1 o) Councillor K" Mclfu%ie year) o C{ v E (!r)9 AGEI{CIES, BOARDS, COMMTTTES COnfiMTSSTONS COU1YCIL APPOI1YTMENTS Fage I 13 BOARDS & COMMISSIONS: Name of Cammittee Appointees Roseland GolJ Ciub Board of Directors Councillor F- Francis Counciilor G- Kaschak CouncillorJ. Morrison Diletta Casey Bruce Winternute N .+ 9m Tourism Windsor Board of Directors Counciilor J. Gignac 66 Councillor I. Kusmierczyk (6() E*c: o:f D' _o Windsor Detroit Tunnel Corporation Mayor D. Dilkens CouncillorJ- Gignac Councillor G. Kaschak Councillor I. Kusmierczyk Charles Pingle APPENDIX A AGENCIES, BOARDS, COMMITTEES COMMISSIONS CO{Tff CIL APPO IITTMEIITS TERM-2019 -2A22 Fage I L4 BOARDS & COMMISSIONS: Name of Com:rrittee Appointees Windsor Essex Comrnunity Housing Corporation Counciilor R. Boriolin Cor:ncillor F. Costante Mayor Marc Bondy (Counfy representative) Depufy Mayor Leo Meloche (Counfy represerrtative) O) KenrLeth Acton N (Count5r Riham Aqel citizen representative) c 9m Marina Clernens NS Linda Coitnan 60 En Dave Cooke oY AGENCIES, BOARDS, COMMTTTEES COMMISSIONS COUNCIL APPOIYTMENTS TERM-2AL9-2oi22 Page I 15 BOARDS & COMMISSIONS: Name of Committee Appoirrtees Windsor Essex County Health Unit Counciflor R. Bortolin Councillor F- Costante CouncillorC- Holt o Councillor E. Sleiman o {N c Windsox Police Services Board Mayor Dilkens O()9o Councillor R Bartolin 60 Eoho o' _o BOARDS & COMMISSIONS: APPENDIX A AcElrlcrEs, B0ARDS, COMMIT,TEES COMMTSSIONS COI'NCIL APPOTNTMENTS Fage I 16 Name of Committee Appointees Windsor Utilities Cornrnission Mayor Dilkens Councillor L Kusmierczyk Councillor K. McKenzie Counciilor J- Morrison Juiian (]ules) Hawkirs Douglas Lawson N Mario Sonego {- ! Edj.gio Sovran (g()Po (s0 Pio r-- D' Your Gateway Board of Directors _o AGENCIDS, BOARDS, COMMIT:TEES COMMISSIONS COU$CIL APPOINTMENTS TER]VI-2oL9-20.22 Fage I Lz BUSINESS IMPROVEMENTAREA {BIA} BOARDS OF MANAGEMENT: Name of Committee Appoirttees Erie St'eet BIA Councillor C. Holt o Ford City BIA Councillor E. Sleiman N .t E Olde Riverside BIA Councillor]. Gignac Po >Tolr) 60 E. Olde Sandwich BIA Councillor F, Costarrte o' *o Walkerville BiA Councillor C. FIolt APPENDIX A THE CITY NDSOH ONTARIO, CAl'lAl)A BUSTNES$ TMPROVEMENT AREA (BlA) BOARDS OF MANAGEMENT RECOMMENDED SLATE Consolidated Agenda March 4, 2019 Page 1 39 of 153 APPENDIX A THE CITY ND oNTARtO, CANADA ERIE STREET BIA RECOMMENDED $LATE Consolidated Agenda March 4, 2019 Page 140 of 153 APPENDIX A W IN ESO'R'S TITTLE ITATY I'{EWLY ELECTED BOARD NOVEMBER 27,2018 'Ternt 2018-2022 PRESIDENT: FILIP ROCCA VIqE PRESIDENT: PIETRO DIPONIO SECRETARY: DIANE BERTOLIN TREASURER: FRANCA CONC]ATORI DIRECTORS: TONY CONCIATORI LAURA GERVASI FERNANDO FERRERA GRACE FERRERA JOSEPH GIORGI MIKE VONELLA JR. VERN MYSLICHTIK PAST PRESIDENT: TERESA SILVESTRI CITY COUNCIL REPRESENTATIVEI CHRIS HOLT DIRECTO JUSTIN LAFONTAINE VIA ITALIA/ERIE STREET BIA 836 ERIE STREET EAST, WINDSOR, ONNgA 3Y6 [email protected] Consolidated Agenda March 4, 2019 Page 141 of153 APPENDIX A THE GITY INtrSOR oNTAR|O, GANAnA FORD CITY BIA RECOMMENDED SLATE Consolidated Agend I March 4, 2019 Page 142 of 163 APPENDIX A Ford Ciry Business lmprovement Assaclation Board of Dlrectors 7AL8-2022 Chairpersonl Shane Potvin, Properp Owner Past Chairperson: Randy Diestlemann, Property Owner Treasurer: LoriKimmerly Standard Printing Directors; John Brown Brown's Lounge Tracy Stiller Heimat Wlndsor Banquet Centre Dana Horwitz Water's Fdge l\tlichael Difazio Mike's Reclaim Artistry Jose Gonzalez Ford CIty Financial Nicole Baillargeon, Property Owner Asscciate Members Katl Gibb, Ford Clty Neighbourhood Renewal Gillian Benoit, Residents ln Action Committee City Councillor: Ed Slelman Executive Director: Bridget M, Scheuerman Consolidated Agenda March 4, 2019 Page 143 of 153 APPENDIX A THE CITV ONTARIO, CANADA OLD RIVER$IDE BIA RECOMMENDED SLATE Consolidaled Agenda March 4,2019 Page '144 of 153 APPENDIX A O kl Rlv e rs l d e To wn C en trc Brrsizers .4ss o etilllo n Board of Directort 2018-2022 President Rick Marty Mafiinello SummitFloor & lVall Covering Vice-President Michetle Teno-Washter Formally Yours Directors Cathy Hendy Afiessa Sandra Lefave shu shu Poter Mazza Riviers Piaza Randy Diestlemann Proporfy Owner Councillor, Wald 6 Joarure Gignac Exesutive Directcr Bridget Scheuerman I I I ! I ! Consolidated Agenda March 4, 2019 Page 145 of 153 APPENDIX A THE CITY D OH oNTARtO, CANADA OTTAVVA STREET BIA RECOMMENDED SLATE Consolidated Agenda March 4, 201 9 Page 146 of 153 APPENDIX A t "1] ct u.)€\ S+ 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), :l 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, 2019 Page 147 of 153 APPENDIX A THE CIITY INtr B ONTARIO, CANADA PILLETTE VILLAGE BIA RECOMMENDED SLATE Consolidated Agenda March 4,2019 Page 148 of 153 APPENDIX A Pil lette Vi ll a ge B uslness I mprovement Assoclatlon Board of Directors 2Qr8-2022 Chairperson: Chantelle Hunter CShells Vice President; Gary 5t. Pierre Balloons By Us Treasuren Terry Yaldo Midway Convenience Directors: Diane Beck Diane's Treasure Shop lvana Perfetto Perfetto Bistro City Counclllors: Jo-Anne Gignac Ed Sleiman Executive Director: Bridget M, Scheuerman Consolidated Agenda March 4,2019 Page 149 of 1 53 APPENDIX A THE CITY ND ONTARIO, CANADA SANDWICH TOWNE BIA RECOMMENDED SLATE Consolldated Agenda March 4,2019 Page 150 of 153 APPENDIX A '!h nJ,", tth , Mu From; Crltchley, Valeria $ent: Wednesday, Fobruary 20,2019 2:57 PM To: Murray, Bocky $ubject: FW: $andwich BIA ForStriking Commiftee, Thanks From: mary ann cuderman 4_.._ ; CAUTION: Thls emali otlginated from outside of the ofganlzation. Do not cllck links or open attachme nts unless you recognlze the sender and know the content is safe, G ood aftein.CI,Jn'r/a lerie The newly elected Board follows: Dr, Gregg l'lanaka Mary Ann Cudermalr Bill Davies Andre ll4allette Nicole S:kela Fablo Cortante {Ward Councillor) Thank you Mai'y Ann 1 Consolidated Agenda March 4, 2019 Page 151 of153 APPENDIX A THE CITY IN ONTARIO, CANAbA OLDE VfALKERVILLE tsIA RECOMMENDED $LATE Consolldated Agenda March 4,201S Page 152 of 153 APPENDIX A ,,UolkrruilJc Bec From: Cara Kennody GAUTION: This emall origlnated from outside of the organlzatlon. Do not cliok links or open attachments unless you recognize the sender and know the content ls safe. My apologies, I rneant February 26th not January Here is the list of our Board Mernbers: Cara Kennedy Howard Spinner Jake Rondot Shannon Gilbert LisaMilsc Anissa NoakEs Jeff Bourque Chris Mickle Jemessa Couture Jeremy Couture Cara Kennedy rffalkerville BIA Chair On Tue, Feb 19,2019 at 10:28 AM Munay, Becky Your message indicates that your Board will meet on January 26 * did you mean February 26? lf it is February 26rh can you provide a complete list of directors as a resolutioh will be required tb approve the slate of directors as ihe term of Board members ie the same term of Council. Beelql Murray Excct t tiue Adnti n I,s h'nt fu e A*s i s t a ut 530-350 City Hnll. Squnre Wind*or, Ontnrio N9,{ 651 I Consolidated Agenda March 4, 2019 Page 1 53 of 1 53 APPENDIX A Appendix B CONFIDENTIAL WINDSOR CANADA UTILITIES LTD. BOARD OF DIRECTORS MEETING IN GAMERA MEETING MINUTES TUESDAY, MARCH 5,2019 An in-camera meeting of Windsor Canada Utilities Ltd. Board of Directors was held on Tuesday, March 5, 2019 in the Boardroom at787 Ouellette Avenue, Windsor, Ontario. ATTENDANCE: Directors: Drew Dilkens (Chair), Fred Francis, Jo-Anne Gignac (by phone), Jim Morrison, Kevin Laforet, Jerry Udell (by phone) Regrets: NIA Management: President & CEO Helga Reidel; Director of Regulatory Affairs and Corporate Secretary Paul Gleason. Guests; None CALL TO ORDER & DECLARATION OF CONFLICTS OF INTERE$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 independent directors 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 evaluation process. All questions were answered to the satisfaction of the board members. Moved and seconded THAT 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 Windsor BE 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 seconded THAT the following appointees received from the Council of the City of Windsor BE RATIFIED 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 - Page 3 March 5,2019 r Ms. Rhea de Verteuil- 2 yearterm; r Mr. Gregory loanidis - 1 yearterm; .CARRIED OTHER BUSINESS None noted, MOTION TO TERMINATE IN CAMERA SESSION Moved and seconded That the ln Camera session be terminated. .CARRIED The ln Camera session terminated at B:10 a.m. Chair Record Secretary APPENDIX B WINDSOR CANADA UTILITIES LTD. 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 of which: (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. Board directors; Directors nominated to the NC shall not be subject to re-election in the year they serve on the 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 experience o Familiarity with the legal and regulatory requirements of directorships and executive human resources management o Previous experience in the recruitment, selection, motivation, evaluation and leadership 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's composition. 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 as Directors to the Boards of WCU and its subsidiaries. a) The NC shall make recommendations to the Shareholder of WCU (i.e. City of Windsor) regarding the appointment of candidates as Directors to the WCU Board; and to the WCU Board regarding the appointment of candidates as Directors to its subsidiaries. b) For the pu{pose of carrying out item (a) in this section, the NC shall: 1. review with the Board, as required, the selection criteria for the appointment of Directors to the Boards of WCU and its subsidiaries and any suggested changes to the selection criteria set out in the Shareholder Declaration; ii. receive from the Board, any selection criteria for the appointment of Directors to the Boards of WCU and its subsidiaries in addition to those set out in the Shareholder Declaration; llt develop processes to identifu, evaluate and nominate potential candidates for appointment as Directors to the Boards of WCU and its subsidiaries in accordance with the requirements of the ShareholderDeclaration; iv. have the authority, in its sole discretion, to retain such outside consultants to help the NC identifu candidates and to investigate their suitability for appointment as Directors; and V. examine and report on any other matters necessary to meet the purposes of the Committee. 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 of WCU and its subsidiaries to operate in compliance with the City of Windsor's "Code of Conduct for Members of Council and Local Boards" and with all applicable laws and regulations governing WCU. APPENDIX B b) Communications The Chair and members of the NC expect to have direct, open and frank communications throughout 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 respect to the nature, timing and extent of its information needs. The Committee expects that all reasonably required and available information (including minutes) relating to each matter to be dealt with by the NC at its meetings will be received from the Board andlor Management 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 of the 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 WCU or in a written report of extemal advisors with respect to the recruitment and selection of Board members; and D any report of a lawyer, accountant, appraiser or other person whose profession lends credibility 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., without Management present). The NC shall meet in private session as often as it deems necessary. 4, Operating Procedures a) The NC shall meet annually, or as circumstances dictate to carry out the responsibilities set out 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 in consultation with the Board Chair, Committee members andManagement. d) To assist the NC in discharging its responsibilities, the NC may, after consultation with the Board Chair, retain at the expense of WCU, one or more persons having special expertise that will assist the NC in discharging its responsibilities. e) The NC shall report to the shareholders its recommendations for the appointment of directors 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 the Committee shall be obliged only to exercise the care, diligence and skill that areasonably prudent person would exercise in comparable circumstances. Nothing in this Charter is intended, or may be construed, to impose on any member of the Committee a standard of care or diligence that is in any way more onerous or extensive than the standard to which all Board members are subject. The essence of the Committee's duties is to gain reasonable assurance (but not to ensure) that the nominating policies, procedures and practices of WCU (i) are being conducted effectively and in compliance with all applicable laws, statutes and regulations; (ii) are reasonable and appropriate in the circumstances given the nature of the organization and its strategy; and (iii) are sufficiently and accurately reported upon to the Board. Charter Historv & Approval This charter was originally approved on: xxxxx,2020 Chair of WCU Board President & CEO, Helga Reidel