ENWIN ENERGY LTD. BOARD OF DIRECTORS MEETING PUBLIC MEETING MINUTES MONDAY, SEPTEMBER 17, 2018

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1 ENWIN ENERGY LTD. BOARD OF DIRECTORS MEETING PUBLIC MEETING MINUTES MONDAY, SEPTEMBER 17, 2018 A public meeting of the ENWIN Energy Ltd. Board of Directors was held on Monday, September 17, 2018 in the Boardroom at 787 Ouellette Avenue, Windsor, Ontario. ATTENDANCE: Directors: Regrets: Management: Guests: Drew Dilkens (Chair), Nancy Creighton, Peter Frise, Jo-Anne Gignac, and Kulveer Virk (by phone) Eddie Francis, Keith Andrews President & CEO Helga Reidel, VP Shared Services & COO John Wladarski, VP Finance & CFO Byron Thompson, VP Water Operations Garry Rossi, VP of Hydro Operations Jim Brown, Director Finance Matt Carlini, Director Regulatory Affairs and Corporate Secretary Paul Gleason, Manager Corporate Communications and Public Relations Barbara Peirce Marshall, and Assistant Corporate Secretary Stephanie Wrixon Natasha Couvillon, City of Windsor; William Willis, Willis Business Law CALL TO ORDER & DECLARATION OF CONFLICTS OF INTEREST The Chair noting quorum called the meeting to order at 1:00 p.m. No conflicts were declared. CONSENT AGENDA That the following Consent Agenda item be approved as recommended. ENWIN Energy Ltd. Board Meeting Minutes of June 25, 2018

2 ENWIN Energy Board of Directors Meeting Public Meeting Minutes Monday, September 17, 2018 Page 2 COMMUNICATION AGENDA The Board inquired into the consultant cyber-attack referenced in item 4.4. A Board member asked whether ENWIN was taking steps to protect itself in the future, such as by requiring contractors to have cyber-security prevention measures in place as well as insurance. B. Thompson noted that there have been some instances where we required cyber-security insurance, but that has not been the practice in all contracts. B. Thompson/P.Gleason to take this suggestion under advisement. That the following Communication Agenda items be received as recommended. 4.1 ENWIN Group President & CEO Report be received. 4.2 Shared Services Report be received. 4.3 ESA Street Light Maintenance Annual Audit Results for 2017/2018 be received. 4.4 Financial & Corporate Compliance Report for Quarter Ending Q2, 2018 be received. 4.5 Policy Review, Inventory and Planning 4.6 Strategic Plan Implementation September 2018 Progress Report be received Agenda Work Plans be received Meeting Schedule be received. ENWIN EXECUTIVE REPORTS 5.1 ENWIN Energy Ltd. Q Financial Review That the ENWIN Energy Ltd. Q Financial Review be received. 5.2 Director and Commissioner Compensation THAT the EWE Board of Directors receive this report for information; And THAT the EWE Board of Directors direct management to include the appropriate CPI adjustment for Directors; retainer payment annually in its budget effective January 1,

3 ENWIN Energy Board of Directors Meeting Public Meeting Minutes Monday, September 17, 2018 Page and highlight this for ratification by the EWE Board as well as the Board of WCU at the budget approval meetings; And, THAT should EWE adopt this resolution, that the change(s) be recommended to the Board of WCU for ratification. 5.3 Selection of Directors for the ENWIN Group of Companies and Windsor Utilities Commission In response to a Board member question, P. Gleason clarified that the suggested 4- member EWE Board composition on page 7 of the report could include nonindependent directors. The Board expressed its concern that a board of four directors, as proposed by management, may be too small. There was also concern that an even number of directors could lead to tied votes. The Board discussed with management the recommendations of staggered terms and diversity. THAT the Directors APPROVE the changes recommended herein with the modification that the EWE board consist of five board members instead of four, and that the Directors DIRECT Management to submit a report to City Council describing the recommendations including the competency matrix. 5.4 Insurance Renewal Copies of the Insurance Renewal report (attached herein at Appendix A) were distributed. That the Insurance Renewal report be received. IN CAMERA SESSION That the Board move to the In Camera session. The In Camera session commenced at 1:24 p.m. The In Camera session concluded at 1:47 p.m.

4 ENWIN Energy Board of Directors Meeting Public Meeting Minutes Monday, September 17, 2018 Page 4 RESUME PUBLIC MEETING SESSION That the Board move to resume the regular meeting session TERMINATION OF MEETING That the meeting be terminated. The meeting terminated at 1:47 p.m. Recording Secretary Board Chair Attachments (1): Appendix A: Insurance Renewal report

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