Approval of Minutes and Agenda Review

Transcription

1 NEW HAMPSHIRE ELECTRIC COOPERATIVE, INC. Minutes of the Meeting of the Board of Directors January 31, 2017 Pursuant to proper notice duly provided to all Directors, the regular meeting of the Directors of the New Hampshire Electric Cooperative, Inc. (NHEC) was held January 31, 2017, at the Cooperative s Pemi Board Room in Plymouth, NH. Directors present were Joseph Kwasnik, Joan Aubrey, Charles Braxton, Kenneth Colburn, Sharon Davis, Carolyn Kedersha, Thomas Mongeon, David Talbot, Georgie Thomas, Harry Viens and Bruce Wiggett. Others present were Steven Camerino, President/CEO; Jim Bakas, VP of Operations & Engineering; Dena DeLucca, VP of Corporate Services; Judy Gove, VP of Member Services and Community Relations; Brenda Inman, VP of Financial Services/CFO; Steve Kaminski, VP of Power Resources & Access; Craig Snow, VP of Energy Solutions; Guy Ford, Corporate Risk and Compliance Executive; Susan Karkheck, Payroll/Benefits Administrator; Cooperative Members, Jon and Virginia Beaulieu and Leo Dwyer; Bill Johnstone, Business Development Administrator; and Sharon Yeaton, Executive Services Administrator (recording). Attorney Mark Dean joined the meeting by telephone. Chair Kwasnik called the meeting to order at 8:31 a.m. Approval of Minutes and Agenda Review The minutes of the Board Meeting of December 20, 2016, were reviewed. Upon motion of Mr. Talbot, seconded by Mr. Mongeon, it was VOTED: To adopt the minutes of the December 20, 2016, meeting of the Board of Directors as presented. The agenda was modified to address the Attorney s Report, in Executive Session, following the Chairman s Report. Chair Kwasnik introduced Cooperative members Jon and Ginny Beaulieu. Safety Moment Mr. Braxton presented the Safety Moment focusing on outdoor walking on ice and snow, demonstrating an ice/snow traction overshoe. Member Comments Mr. Beaulieu shared feedback related to recent contact he had with the Co-op following a brownout. Chair Kwasnik thanked Mr. Beaulieu and noted that this matter would be referred back to management to address. Page 1 of 5

2 Mr. Kaminski joined the meeting at 8:42 a.m. Mr. and Mrs. Beaulieu and Mrs. Karkheck left the meeting at 8:45 a.m. Chairman s Report Chair Kwasnik discussed director compensation related to meetings of special committees, subgroups, etc. specifically mentioning those that will be formed for Strategic Planning. It was agreed that Chair Kwasnik, Mrs. Aubrey and Mrs. Davis would develop a recommendation for Board approval. Chair Kwasnik mentioned that a future item for discussion by the Board is governance and how the board and committees operate. It was agreed to add this to the Board Tracking Report to be addressed at the end of May. Executive Session Upon motion of Mrs. Aubrey, seconded by Mr. Talbot, it was VOTED: That the Board of Directors move into Executive Session for the purpose of discussing legal/litigation issues, confidential commercial information, and confidential personnel matters. Vote for the motion was unanimous and the Board entered Executive Session at 8:50 a.m. Mr. Dwyer left the meeting at this time. At 9:13 a.m. Executive Session recessed and the Board moved back into regular session. Attorney Dean left the meeting and Mr. Dwyer rejoined the meeting at this time. President s Report Mr. Camerino presented the President s Report, reporting on: Safety, stating that there were no reportable incidents in December, and none to date for January. The legislative reception scheduled for February 16 th in Concord, indicating that some talking points would be provided to directors ahead of time. The 2016 Balanced Scorecard, reviewing the results and noting that the Success Sharing payout would be presented in conjunction with NHEC s audited financials in March. A new dashboard of key operating metrics, which he reviewed and noted he will report on each month. Mr. Ford joined the meeting at 9:27 a.m. Chair Kwasnik requested Mr. Camerino convey the Board s appreciation to staff for their significant efforts over the last year. Page 2 of 5

3 Executive Committee Chair Kwasnik drew attention to the draft minutes of the December 20 th Executive Committee meeting, Attachment #15 in the Board packet. Upon motion of Mr. Talbot, seconded by Mrs. Kedersha, it was VOTED: To approve the minutes of the December 20, 2016, Executive Committee meeting as presented. Member Solution Committee Committee Chair Aubrey indicated that the Member Solutions Committee has not met since the last Board meeting and the next meeting is scheduled for February 22 nd. Mr. Snow drew attention to the reports showing the performance for the CORE Energy Efficiency, Social and Environmental Responsibility and Regional Greenhouse Gas Initiative (RGGI) Programs included in the Board Report. He noted that savings associated with PV systems are not included and accounted for an additional.25% savings. He addressed questions on the programs. Mr. Kaminski addressed questions around Renewable Portfolio Standards (RPS) requirements and Alternative Compliance Payments (ACP). He advised that he would get clarification on why the Moultonborough Solar Project doesn t qualify for a rebate or grant under the Renewable Energy Fund. Audit Committee Committee Chair Wiggett stated that the Audit Committee has not met since the last Board meeting and the next meeting is scheduled for March 28 th. There was a discussion on the oversight of cyber security and whether it should remain a responsibility of the Audit Committee or a separate committee should be formed. Mrs. Kedersha provided copies of a Price Waterhouse document on the subject of technology oversight. Chair Kwasnik suggested cyber security remain within the Audit Committee s scope for now and be further discussed when the Board addresses governance. Committee Chair Wiggett added that after review of the document provided by Mrs. Kedersha the Board will have a better idea of its role. Power Resources & Access Committee Committee Chair Thomas indicated that the next Power Resources & Access Committee meeting is scheduled for March 27 th. Mr. Kaminski advised that he would have a couple of items for Executive Session. He drew attention to Attachment #9 in the Board packet, Monthly Report of Power Resources and Access Costs, and stated that any feedback on the revised report would be welcomed. He also drew attention to the Renewable Portfolio Standards and Competitive Supplier graphs (Attachments #10 and #11, respectively) and addressed questions. Page 3 of 5

4 Engineering & Operations Committee Committee Chair Viens stated that the Engineering & Operations Committee has not met since the last Board meeting, but Mr. Bakas will provide a brief update on the Moultonborough Solar Project in Executive Session. Corporate Services Committee Committee Chair Davis called upon Mrs. Inman to discuss the Director s & Officer s Liability Insurance renewal. Mrs. Inman reviewed the Executive Summary and recommendation, Attachment #16 in the Board packet. Committee Chair Davis suggested that since this is a board function the treasurer be authorized to renew the insurance. Upon motion of Mrs. Davis, seconded by Mr. Talbot, it was VOTED: That the Board of Directors authorizes Sharon Davis, NHEC Treasurer, to renew the Board of Director s D & O Insurance with Aegis for $10,000,000 coverage effective March 1, Mrs. Inman mentioned that Mrs. Kedersha had ed some questions regarding the D & O insurance and copies of her questions along with responses will be ed to directors. Committee Chair Davis mentioned that the next Corporate Services Committee meeting is scheduled for March 27 th. Board General Session Board Tracking Report As discussed earlier in the meeting, Board Governance will be added to the tracking report. Committee Meetings Following is a list of upcoming meetings: Board meeting with Jim Spiers of NRECA February 22 nd at 9:00 a.m. Member Solutions Committee February 22 nd, following meeting with Jim Spiers Power Resources & Access Committee March 27 th at 9:00 a.m. Corporate Services Committee March 27 th at 10:15 a.m. Audit Committee March 28 th at 9:30 a.m. Chair Kwasnik called attention to the date change to March 7 th for the regularly scheduled February Board meeting. NRECA Report Mr. Colburn presented the National Rural Electric Cooperative Association (NRECA) Report, mentioning that he was asked to serve as liaison to the regulatory committee. He also discussed Page 4 of 5

5 resolution changes from the NRECA Regional meetings that will be presented at the NRECA Annual meeting. Mr. Johnstone joined the meeting at 10:08 a.m. NHEC Foundation Report NHEC Foundation Chair Davis stated that the NHEC Foundation board has not met since the last Board meeting. The next meeting is scheduled for March. Expense Reports Chair Kwasnik noted that expense reports were circulated. Miscellaneous Mr. Kaminski reported on recent news at the Federal Energy Regulatory Commission, including the naming of Cheryl LaFleur as temporary acting chair and the resignation of Norman Bay. Executive Session The Board reconvened Executive Session 10:18 a.m. Mr. Dwyer left the meeting at this time. Adjournment The Board moved out of Executive Session and Chair Kwasnik adjourned the meeting at 1:05 p.m. A TRUE COPY ATTEST: Joan Aubrey, Secretary Joseph Kwasnik, Chair of the Board Page 5 of 5