MINUTES OF REGULAR BOARD Of DIRECTORS MEETING Of COBB ELECTRIC MEMBERSHIP CORPORATION 1000 EMC PARKWAY MARIETTA, GEORGIA

Transcription

1 MINUTES OF REGULAR BOARD Of DIRECTORS MEETING Of COBB ELECTRIC MEMBERSHIP CORPORATION 1000 EMC PARKWAY MARIETTA, GEORGIA April 24, 201$ CALL TO ORDER Chairman Tripper Sharp called the meeting of the Cobb Electric Membership Corporation (hereinafter Cobb EMC ) Board of Directors to order at approximately 4:00 p.m. The meeting was held in the Board Room of the Administrative Building. INVOCATION AND PLEDGE Rudy Underwood gave the invocation and led the pledge. IN ATTENDANCE The following members of the Board of Directors were present: Bryan Boyd Tripper Sharp David McClellan David Tennant Ed Crowell Kelly Bodner Malcolm Swanson Eric B. Broadwell Rudy Underwood Others in attendance were: Peter Heintzelman Tim Sosebee Kevan Espy Jamey Hulsey Kristi Knight Bob Schoonover Leslie Thompson Jenny Carroll Ron Younker Tim Jarrell Perla De La Rosa Clifford Stone

2 Minutes of Regcilar Board of Directors Meeting Page 2 of 10 APPROVAL OF AGENDA David Tyler, Member Guest Kevin Moore, General Counsel Director Boyd made a motion to approve the agenda, seconded by Director McClellan. The motion carried unanimously. SAFETY MESSAGE Clifford Stone. First Class Lineman, presented the Safety Message on intersection safety. With roughly half of all traffic injuries attributed to intersections in the United States, Mr. Stone suggested entering all intersections with caution, being careful to avoid all distractions. APPROVAL OF PREVIOUS MINUTES Chairman Sharp called for a vote to approve the minutes from the March 27, 2018 Board of Directors Meeting. Director Tennant requested the Energy Portfolio Meeting scheduled for March 29, 2018 be added correctly to Page 6 of the minutes. Director McClellan seconded a motion made by Director Boyd to approve the minutes, as amended. The motion carried unanimously. RECOGNIZE MEMBERS Chairman Sharp welcomed member guest David Tyler to the meeting. REPORT FROM BUDGET AND FINANCE COMMITTEE Director McClellan. Chairman of the Budget and Finance Committee, presented the report from the Budget and Finance Committee Meeting held on April 23, Director McClellan stated the Committee approved the minutes of the March 26, 2018 Committee meeting. Kevin Greiner, President and CEO of Gas South, presented an update on Gas South s financial results as of March Gas South s net income for March was $5.5 million, which is favorable to budget by $2.3 million. The fiscal year-to-date net income is $15.8 million, which is $2.4 million unfavorable to the budget. The Committee received the Financial and Statistical Report for Cobb EMC for the month of March 2018 by Jada McCollum, Director of Accounting. The net margin for March was reported at $1.4 million, which is $4.8 million favorable to the budget, due primarily to the timing of a cash payment versus budget. The calendar year-to-date net margin is $12 million which is $4.7 million favorable to budget. The Balance Sheet at the end of March is $929.8 million. Tim Sosebee, Senior Vice President of Business Operations presented to the Committee a report on write-offs for the month of March 2018 for $20,794. Tim Jarrell, Associate Vice President of Power Supply, reported on the Power Cost Update for the month of March. The Committee received a staff recommendation for the

3 Minutes of Regular Board of Directors Meeting Page 3 of 10 Wholesale Power Cost Adjustment (WPA) of zero mils on member s bills rendered in May 2018 from Mr. Jarrell. The Committee recommended the Wholesale Power Adjustment (WPA) be zero for the month of May The WPA will be reviewed monthly and adjusted if necessary. Chairman Sharp called for a vote on the motion from the Committee to approve the recommendation of a Wholesale Power Adjustment of zero mils starting May , with consideration thereof monthly. There being no second necessary, the motion to approve the Committee s recommendation, with consideration thereof monthly carried unanimously. Chairman Sharp stated the financial reports have been reviewed and are ready for submittal to the auditors. REPORTS FROM COMMITTEES Audit Committee Director Rudy Underwood, Chairman of the Audit Committee, stated the Committee met on April and discussed the following: The Committee met with external auditors. McNair. McLemore, Middlebrooks. who are conducting their annual audit of the cooperative. The Committee discussed Policy 703 and voted to eliminate the policy requirements for posting audited quarterly financia]s, starting after December This recommendation was forwarded to the Governance Committee for review. The Committee will meet with the external auditors in June of 2018 to finalize details. Kristi Knight. Vice President, Internal Audit and Compliance, offered a report on the Cyber Risk Management Audit and gave an update on the internal audit work plan. During the Committee s Executive Session, discussions were held on a personnel matter and a contractual issue. Director Underwood stated he had a personnel matter and a contractual issue to discuss during Executive Session. Public Affairs and Education Committee Kelly Bodner, Chairman of the Public Affairs and Education Committee, stated the Committee met on April 12, 2018 and discussed the following; PACE Speaker Laura Schepis with the Partnership for Affordable Clean Energy (PACE), a 501 C 4 non profit, discussed the issues surrounding energy fairness and provided Committee members with relevant energy resources.

4 Minutes of Regular Board of Directors Meeting Page 4 of 10 Demographic Information and Utilization Marketing will leverage datalmember insights to better serve our members. The collected demographic data provided insight to how members participate in programs and services offered by Cobb EMC. Social Media Communication A discussion was held on tailored channel messaging. The best example of this strategy was implemented during the cooperative s LED changeout initiative. The return from this type of messaging on social media was extraordinary and due to presenting a topic of interest through the correct channel. filter Easy Update Research was conducted with HVAC Contractors regarding the possible impact of the filter program. Some contractors felt the program would negatively impact their business. Filter Easy has a partnership with Touchstone Energy, so Cobb EMC will channel this opportunity through Touchstone. Social MedialFacebook Facebook has recently changed its algorithm with a meaningful interactions update. Facebook will now prioritize posts that create meaningful conversations, especially those from family and friends. This update has reduced the exposure for businesses in the news feeds. To adjust to this change, Cobb EMC will need to pay for more advertising. Foundation Update The Cobb EMC Community foundation approved adding $3,000 to the Ford Scholarship Fund on an annual basis. The Cobb EMC Community Foundation will now fund up to four students for the Washington Youth Tour at a total cost of $16,800 or $4,200 per student. Governance Committee Director Ed Crowell. Chairman of the Governance Committee, stated the Committee met on April 20, The Committee recommended revisions to Policy , 902 and 804 as follows: Policy 703: Financial Reporting The proposed recommendation will remove the requirement for posting and performing audited quarterly reviewed statements, which are not required and result in an unnecessary cost to the EMC. Members will continue to have access to the abbreviated version of the financials

5 Minutes of Regular Board of Directors Meeting Page 5 of 10 from the Financial and Statistical Report posted monthly on the company s website. Policy 801: Digital & Social Media for Corporate Conununicafions Due to Project Benji, an initiative for the cooperative to proactively confront future storm events, the language of this policy must allow more flexibility when responding to posts from members on social media. During Winter Storm Benji, social media was the most widely used tool for interaction with members. The proposed changes to the policy will grant designated employees the ability to respond to both private and public posts from members who reach out to our cooperative via social media. The CEO will be given the authority to grant designated employees the ability to post on social media. Pinterest will be removed from the policy and Instagram will he added to the company s social media platforms. These changes will give flexibility to delete or hide posts that are irrelevant to Cobb EMC s guided topics of conversation. Policy 902: Digital & Social Media (Employee Posting) Due to the amendments made to Policy 801, updates to Policy 902 were necessary. The following language will be added to the policy to address the issue of using social media at work and employee interactions with the media. Cooperative employees, except those specifically designated and authorized by the CEO, Senior Vice President of Marketing and Corporate Communications or the Director of Member and Public Relations to administer Cobb EMC s social presence. are not allowed to use the cooperative s equipment (e.g. computers, tablets, etc.) to access social media networking sites for personal use during normal business hours. Employees may view in Cobb EMC s social media sites during normal business hours, as long as employees abide by this policy. Do not use Cobb EMC addresses to register on social networks, blogs. or other online tools visited for personal use and Employees may not communicate with the media in any form (whether such communication is spoken, written or digital) on Cobb EMC s behalf without receiving prior authorization from the Senior Vice President of Marketing and Corporate Communications, the Director of Member and Public Relations and/or a designee authorized by the Senior Vice President of Marketing and Corporate Communications. All media inquiries should be directed to the Senior Vice President of Marketing and Corporate Communications or the Director of Member and Public Relations. Policy 804: Treated Wood Products and Other Facilities, Moving, and/or Disposal The updates to this policy will offer clarification on where responsibility falls for the following: The Director of Engineering is responsible for administering the internal process for moving poles. The Director of Safety is responsible for administering the internal processes to facilitate compliance with this policy for disposal of treated wood products.

6 Minutes of Regular Board of Directors Meeting Page 6 of 10 Chairman Sharp called for a vote on the motion from the Committee to accept all changes to all policies, as presented. There being no second necessary, the motion to approve the Committee s recommendation carried unanimously. Energy Portfolio Committee Director David Tennant. Chairman of the Energy Portfolio Committee. stated the Coni.mittee met on March 29, 2018 and discussed the following; Update on Ten-Year, Long Term Power Costs Kevin Milman. Director of Power Supply. offered a presentation on the ten-year. long term analysis on kwh sales and purchases forecast and its effects on gas prices and variable costs: kwh sales and purchases increased three years in a row ( ): but decreased in 2017 by five percent Projected less Tier 1 and Tier 2 capacity needs until 2021 Using Nymex futures prices for long term projections significantly decreases the annual power cost compared to Southern Power s forecasted natural gas prices Ten-year $/MWh is relatively flat based on current projections and assumptions (ten-year projections are updated annually) Rate Strategy Objectives Mr. Jarrell updated the Committee on the planning process for the development of the new rate. Several goals have been established including developing a flat energy rate, a rate calculator and an EV energy rate. Mr. Jarrell plans to hold future brainstorming discussions with staff to discuss these goals and what characteristics each should possess. The Committee held a discussion on the rates that are currently offered and ideas on what new rates to develop. The rate strategy was discussed to gather ideas for future, ongoing discussions. No recommendations were made and no actions were taken. EMC as a Trusted Energy Advisor Seminar at Cobb EMC Mr. Jarrell updated the Committee on the upcoming Energy Seminar scheduled for May 1, Tim Jarrell. Nurdan Cornelius (Marketing), and Jeff Pratt from Green Power EMC organized the seminar. Speakers have been confirmed and additional marketing promotions are planned to endorse the event over the next Few weeks. The agenda has been finalized and was provided to the members of the Committee. An invitation was extended to all directors to attend to support this event. Director Tennant stated he had a contractual issue to discuss during Executive Session.

7 displayed Minutes of Regular Board of Directors Meeting Page 7 of 10 Electric Vehicle (EV) Task Force A task force was created to spearhead EV rate discussions. The task force is comprised of the following mernbers Tim Jarrell, Kevan Espy, Ron Younker, Krista Zalewski. Mark Goddard, Chris Hardy and Nurdan Cornelius. Human Resource Committee Director Swanson, Chairman of the Human Resource Committee, stated the Committee did not meet and he had nothing to report. APPROVE APPLICATIONS %ND CANCELLATIONS Of MEMEERSHIPS Peter Heintzelman. President and CEO, presented the Applications and Cancellations of Memberships report, stating there were 1,955 activations and cancellations, resulting in 198 net new members in March. The member count year to date is 527 and the total member count as of March 1,2018 was 183,801. Director Crowell made a motion to approve the applications for new memberships and approve cancellations of memberships. as presented, seconded by Director McClellan. The motion carried unanimously. REVIEW SAFETY REPORT Jamey Htilsey, Senior Vice President of Electric Operations, presented the March 2018 Board Safety Report. March 2018 Results March Safety Meetings - attendance is 100% for all departments. which includes 38 make-ups. Preventable Vehicle Accidents - displayed annual totals from 2014 through 2018 with zero preventable vehicle accidents occurring in March 2018 with a total of three year-todate. Safety Violation Incidents - annual totals from 2014 through 2018 with zero safety violations occurring in March 2018 with a total of three year-to-date. Recordable Injury Incidents - displayed annual totals from 2014 through 2018 with one non-violations, and zero violation injuries occurring in March There have been four non-violation and zero violation injuries year-to-date. Incident / DART Rate (includes preventable and non-preventable injuries) - displayed annual totals from 2014 through Cobb EMC s year-to-date cumulative incident rate is 0.99 and the year-to-date dart rate is zero. Safety Goal for = 100 percent the 2018 daily success rate is 100 percent; 90 out of 90 days have passed without a violation injury: 218 days have passed since the last violation injury.

8 - Identified April a May May Minutes of Regular Board of Directors Meeting Page 8 of 10 Percentage of Safety Participation Yearly totals for safety participation in 2015 were 42.1 percent, 79.7 percent in 2016 and $7.53 in Safety participation increased from percent in February to percent in March. Mr. Hulsey noted the cooperative is working diligently to trend this number upward in MARKETING AND CORPORATE COMMUMCATIONS REPORT Mr. Espy presented the March 2018 Marketing and Corporate Communications report and discussed the Cobb EMC App promotion. Since its inception in January of 2017, the application has 35.8]0 recorded downloads. Mr. Espy discussed Cobb EMC s overall results from the JD Power and Associates study. The cooperative scored 770 in Wave 2 and 775 in Wave 3. The cooperative is in the first quartile in every category except one. Mr. Espy discussed the P3 company-wide goals versus actuals. Current standing is 775. target goal is 754 and the stretch goal is 783. Mr. Espy discussed the cooperatives secured media coverage, media tone, Facehook impressions and engagement, and Twitter impressions and mentions. Upcoming events for Cobb EMC Include; The HOA Meeting 26, 6:30 p.m. / Pounds Auditorium How to Position Your EMC as a Trusted Energy Advisor 1 at 8:00 a.m. I Pounds Auditorium Energy Efficiency and You Seminar 3, 6:00 p.m. / Pounds Auditorium Foundation Habitat for Humanity Build May 5, 7:45 a.m. / 1811 Blossom Lane, Austell, GA Mr. Espy provided the Community Foundation update and reported total distributions for April 2018 totaled $79,680. The Foundation is approaching $3.5 million in disbursements since its inception. REPORT FROM PRESUJENT ANTJ CEO Peter Heintzelman, President and CEO, reported on the following; Events in March Created the Idea Machine which became effective immediately Held an off-side, one-day. strategy session with senior staff; - Achieved new mission, vision, and value statement matching our way forward - Implemented project management framework through ClearPoint software to establish divisional projects and process Idea Machine tracking clear strategy-to-budget calendar Town Hall Meetings series of monthly Town Hall Meetings have been planned for the year. The first set of meetings occurred in March. Received positive feedback from

9 - Exchanged Minutes of Regular Board of Directors Meeting Page 9 of 10 employees who expressed their appreciation for the depth of communication and the straight talk practice Currently working on a leadership focus with accountability for our values through all levels of management and employees Met with the Oglethorpe team, two neighboring EMC and their CEOs. the President and CEO of EnerVision, and staff from Georgia Power Cobb EMC hosted a community leader engagement April Continuing to work closely with Gas South; - Attended first MCOM meeting ideas on best practices and identifying mutual areas of interest and synergies Experienced great progress with EV initiatives Held Lineman Appreciation Cookout and Fan Spirit Wear Day for all employees. The event featured our new smoker. Employees were free to socialize, and play games at the cookout. Mr. Neintzetrnan gave a presentation on the Our Way Forward initiative which highlights the cooperativ&s new mission and vision statements, revised goals, and mission to become an employer of choice. Mr. Heintzelman stated the date for the upcoming Board and Staff budget session would be announced soon. REPORT FROM GENERAL COUNSEL General Counsel, Kevin Moore. stated he had nothing to report. REPORT FROM DIRECTORS Director Broadwel] attended the NRECA Director s Conference. Gettysburg Leadership Conference, and The Washington Legislative Conference where he met with various officials to discuss topics of interest on behalf of the cooperative. Director Boyd attended The Washington Legislative Conference. Director Tennant attended The Washington Legislative Conference and the Cobb EMC electronic and paper recycling event which he stated was well organized by staff. Director Crowell attended The Washington Legislative Conference and met with various officials to discuss business related to our cooperative. Director Swanson received two complaints from members regarding the brightness of the newly installed LED streetlights. Director Bodner attended the Women s Task force dinner and received praise from attendees for increasing the number of students who attend the Washington Youth Tour from one to four. Director. Bodner thanked Mr. Hulsey and his staff for restoring power to her elementary school during a recent outage, and received good feedback from neighbors/members regarding the recycling event.

10 Minutes of Regular Board of Directors Meeting Page 10 of 10 Director Underwood attended the recycling event and found it to be well organized with high attendance. Director Underwood suggested we have strategic discussions with Georgia EMC regarding future attendance at the Washington Legislative Conference. Director Underwood would like to see the cooperative have a presence at key events during the conference to make the event more productive and less social. Director McClellan attended the Women s Task Force dinner. Chairman Sharp attended the recycling event and noted it was well-organized. Chairman Sharp stated that staff did an outstanding job moving visitors through the recycling stations quickly and in a smooth and orderly fashion. Chairman Sharp attended the Women s Task Force dinner and also received member complaints regarding the brightness of our LED streetlights and right-of-way clearing issues. OLD BUSINESS Board s Tim Sosebee. Senior Vice President of Business Operations, distributed instructions to the Board on how to set up the Outlook application on their cell phones to access Cobb EMC s. Mr. Sosebee noted he would be available for questions. if needed. NEW BUSINESS Chairman Sharp stated there was no new business to discuss. EXECUTIVE SESSION Director Crowell made a motion to enter Executive Session to discuss a personnel matter and a contractual issue; seconded by Director McClellan. The motion carried unanimously. The Directors took a short recess then entered Executive Session. Motion by Director Tennant to exit Executive Session, seconded by Director Crowell, the motion carried unanimously. ADJOURNMENT There being no further business, Director Boyd made a motion to adjourn the meeting; seconded b Director McClellan. The motion carried unanimously. Bryan yd Secretary/Treasurer Tripper Sharp Chairman