MiNUTES OF REGULAR BOARD OF DIRECTORS MEETING OF COBB ELECTRIC MEMBERSHIP CORPORATION 1000 EMC PARKWAY MARIETTA, GEORGIA 30060

Transcription

1 MiNUTES OF REGULAR BOARD OF DIRECTORS MEETING OF COBB ELECTRIC MEMBERSHIP CORPORATION 1000 EMC PARKWAY MARIETTA, GEORGIA 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 Tim Sosebee 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: Chip Nelson Tim Sosebee Kevan Espy Jamey Hulsey Kristi Knight Bob Schoonover Leslie Thompson Jenny Carroll Ron Younker Tim Jarrell Perla De La Rosa

2 Minutes of Regular Board of Directors Meeting Page 3 of 7 budget and net margins were $20.5 million, which is $12.7 million unfavorable to budget. The Balance Sheet at the end of December is $914.2 million. Tim Sosebee, Senior Vice President of Business Operations presented to the Committee a report on write-offs for the month of December 2017 for $33,921. The Committee received a presentation from Tim Jarrell, Associate Vice President, Power Supply and Planning, outlining the 2018 Cost of Service Study timeline. In New Business, the Committee discussed the format and content of the Cash Requirements Report. The Committee also discussed a proposal for Cobb EMC to move to a calendar year for audit purposes commencing with calendar year ending December 31, The Committee recommended moving to a calendar year. Chairman Sharp called for a vote on the motion from the Committee to approve the recommendation for Cobb EMC to move to a calendar year with calendar year ending December 31, There being no second necessary, the motion to approve the Committee s recommendation carried unanimously. The Committee received a staff recommendation for the Wholesale Power Cost Adjustment (WPA) of zero mils on member s bills rendered in february 2018 and an adjustment to Avoided Cost Component for the Net Metering Rate from Tim Jarrell, Associate Vice President of Power Supply and Planning. The Committee recommended the Wholesale Power Adjustment (WPA) to zero for the month of Februaiy 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 February 1, 201 8, with consideration thereof monthly, and an adjustment to the avoided cost component of the Net Metering Rate to $4.083 cents per kwh. There being no second necessary, the motion to approve the Committee s recommendations, with consideration thereof monthly carried unanimously. Director Broadwell stated a net total of $1.6 million was given back to members in due to WPA reductions approved by the Board. Chainnan Sharp stated the financial reports have been reviewed and are ready for submittal to the auditors. REPORTS FROM COMMITTEES Audit Committee Director Rudy Underwood, Chainrian of the Audit Committee, stated the Committee met December 20, 2017 and disctmssed the following; The internal audit review for the contract management, member billing, key accounts and the environmental compliance process and controls internal audit report. The annual internal audit disclosures. The annual risk assessment and proposed 2018 internal audit work plan Public Affairs and Education Committee Kelly Bodner, Chairman of the Public Affairs and Education Committee, stated the Committee met January 4, 2018 and discussed the following;

3 Minutes of Regular Board of Directors Meeting Page 4 of 7 A strategic plan for inclement weather events. The Committee reflected on past weather events such as Winter Storm Benji and discussed the following; - The E-newsletter, news media and social media: The Committee discussed what worked and did not work within each of these arenas and what we can do better in the future. The Committee discussed plans for future inclement weather events, which include; - Shifting resources to work on social media during the night shift, rather than composing ernails. Including more images in e-news and links to Facebook videos. - Considering sending push notifications or targeted s during the storm. - Texting only when related to outages; not billing - Diverting resources to keep the outage map operational so members will know their outage has been reported. This approach will help ease inquiries made to the call center and social media. - Staging mock inclement weather scenarios for outage team to familiarize them with the process. - Consider hosting member focus groups to obtain feedback on new response plan. The Bo Pounds signage for the new Pounds Auditorium. Various opportunities for member engagement. Governance Committee Director Ed Crowell, Chairman of the Governance Committee. stated the Committee did not meet and he had nothing to report. Enerzv Portfolio Committee Director David Tennant, Chairman of the Energy Portfolio Committee, stated the Committee did not meet in January, but plans to meet in February of Director Tennant stated he and the Committee are continuing their work with Mr. Jarrell to plan an EMC as the Energy Expert Seminar at Cobb EMC. A tentative date to hold the conference is planned for May 17, Human Resource Committee Director Swanson. Chairman of the Human Resource Committee, stated the Committee met January 18, 2018 and discussed the 2017 calendar year attained P3 goal metrics and associated incentives to employees. The Committee made a recommendation to approve the final P3 scorecard and subsequent payout to employees. Chairman Sharp called for a vote on the motion from the Committee to approve the final P3 scorecard and incentives to employees. There being no second necessary, the motion to approve the Committee s recommendation carried unanimously.

4 the Minutes of Regular Board of Directors Meeting Page 5 of 7 The Committee also discussed the calendar year P3 goal metrics with corresponding attainment levels. The Committee recommended the approval of the 2018 P3 goals. Chairman Sharp called for a vote on the motion from the Committee to approve the P3 goals metrics with corresponding attainment levels for There being no second necessary, the motion to approve the Committee s recommendation carried unanimously. APPROVE APPLICATIONS AND CANCELLATIONS OF MEMBERSHIPS Chip NeLson, President and CEO, presented the Applications and Cancellations of Memberships report, stating there were 1,638 activations and I,5 16 cancellations, resulting in 122 net new members in December. Net additions for the year total 1,713 and the member count as November 1,2017 was 183,274. Director Crowell made a motion to approve the applications for new memberships and approve cancellations of memberships, as presented, seconded by Director Broadwell. The motion carried unanimously. REVIEW SAFETY REPORT Jarney Hulsey, Senior Vice President of Electric Operations, distributed the 2018 Safety Calendars to the Board and presented the December 2017 Board Safety Report. December 2017 Results December Safety Meetings - attendance is 100% for all departments, which includes 256 make-ups. Preventable Vehicle Accidents - displayed annual totals from 2013 through 2017 with one preventable vehicle accident occurring in December 2017 with a total of eight yearto-date. Company-wide efforts are ongoing to reduce vehicle accidents and decrease this number. Safety Violation Incidents - displayed annual totals from 2013 through 2017 with zero safety violation occurring in December 2017 with a total of twenty-two year-to-date. Recordable Injury Incidents - displayed annual totals from 2013 through 2017 with two non-violations, and no violation injuries occurring in December Thirteen nonviolation and two violation injuries have occurred year-to-date. Incident I DART Rate (includes preventable and non-preventable injuries) - displayed annual totals from 2013 through Cobb EMC s year-to-date cumulative incident rate is 3.33 and the year-to-date dart rate is Safety Goal for 2017 = 100 percent 2017 daily success rate is 99.4 percent; 362 out of 364 days without a violation injury; 12$ days since the last violation injury. Percentage of Safety Participation Yearly totals for 2014 were 30.9 percent, 42.1 percent in 2015 and in Safety participation rose from percent last month to percent in December. Mr. Hulsey noted the cooperative is working diligently to trend this number upward in 201$.

5 Minutes of Regular Board of Directors Meeting Page 6 of 7 MARKETING AN]) CORPORATE COMMUMCATIONS REPORT Kevan Espy, Vice President of Marketing and Corporate Communications, announced the Legislative Biscuit Drop-In is scheduled for Wednesday, January 31 from 7:00 to 10:00 a.m. A bus will depart from Cobb EMC at 6:30 a.m. to take participants to the event. Mr. Espy presented the December 2017 Marketing and Corporate Communications report. Mr. Espy reported on Smart Choice accounts for December 2017, which totaled 43,821 active members. Mr. Espy discussed the Cobb EMC App, which had a total of 30,417 downloads in Regarding secured media coverage, Cobb EMC received 90,065,641 impressions (i.e. views) in the fourth quarter. This total equates to $286,767 in free promotion this quarter if the cooperative were charged for this advertising space. Mr. Espy reviewed Cobb EMC s media tone for 2017, and fourth quarter Faceboolc and Twitter results, which spiked significantly in impressions and engagement due to Winter Storm Benji. Mr. Espy provided the Community Foundation Update and reported total distributions for January 2018 totaled $73,700. REPORT FROM PRESIDENT AND CEO Chip Nelson, President and CEO, distributed the renewal certificates for Director Gold Certification from NRECA to Directors Bodner. Boyd, Broadwell, McClellan, Swanson and Sharp. Mr. Nelson reminded Directors to sign the yearly Conflict of Interest forms (Policy 602) and return to Kristi Knight, Vice President of Internal Audi and Compliance. Mr. Nelson invited Board and Staff to the annual Georgia EMC General Assembly Reception on Monday, February 12 from 5 to 7:00 p.m. at the Railroad Depot. During the past several months, Cobb EMC lost several retirees, battled through Winter Storm Benji and experienced a host of other challenges within the company; Mr. Nelson asked for prayers and support for the cooperative and its employees. REPORT FROM GENERAL COUNSEL General Counsel, Kevin Moore, stated he had nothing to report. REPORT FROM DIRECTORS Director Bodner thanked Mr. Hulsey and his team for helping a member in her district with a right of way issue. Mr. Bodner congratulated staff and employees on a successful first year with the P3 initiative. Director Crowell also congratulated staff for implementing P3 in 2017 and announced he would attend the Georgia EMC Board Meeting in February 2018 as the cooperatives Georgia EMC Representative. Director Tennant stated he was working with Mr. Jarreti to create a corporate risk planning strategy specific to storms and severe weather.

6 Minutes of Regular Board of Directors Meeting Page 7 of 7 Jarniaiy23, 201$ OLD BUSINESS ChainTlan Sharp stated there was no old business at this time. NEW BUSINESS Chairman Sharp stated there was no new business at this time EXECUTIVE SESSION Director Boyd made a motion to enter Exectttive Session to discuss a personnel matter; seconded by Director Broadwell. The motion carried unanimously. The Directors took a short recess then entered Executive Session. Motion by Director Boyd to exit Executive Session, seconded by Director McClellan, the motion carried tmanimously. ADJOURN ME NT meetin There being no further business, Director McClellan made a motion to adjourn the seconded by Director Crowell. The motion carried unanimously. Brya Boyd Tripper Sharp Secretary/Treasurer Chairman