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