5.2. ERMUSR 08-12-2014 J
Elk River
Municipal Utilities UTILITIES COMMISSION MEETING
TO: FROM:
Elk River Municipal Utilities Commission Troy Adams, P.E. —General Manager
John Dietz—Chair
Al Nadeau—Vice Chair
Daryl Thompson—Trustee
MEETING DATE: AGENDA ITEM NUMBER:
August 12, 2014 5.2
SUBJECT:
Governance Handbook
DISCUSSION:
As discussed at the July 2014 Utilities Commission meeting, staff has been working on
developing an ERMU Governance Handbook that will include: governance principles,
descriptions and roles of the Commission and individual Commissioner positions, and
descriptions and roles of the current Committees. The intent for this handbook would be to
incorporate this into an ERMU Governance Manual which would also include information such
as: By-Laws, Statutes and Ordinances regarding the authorities of the Utilities and Commission,
an overview of the history of ERMU, an organizational chart for ERMU, Conflicts of Interest
Policy, Data Practices information, Open Meeting law information, and an overview of the
fiduciary responsibilities of the Commissioners. This would become a tool for the future.
The attached proposed ERMU Governance Handbook was adapted from the Minnesota
Municipal Utilities Association(MMUA) Board Member Resource Manual.
ACTION REQUESTED:
No action is required.
ATTACHMENTS:
• Proposed ERMU Governance Handbook
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Municipal Utilities
GOVERNANCE HANDBOOK
13069 ORONO PARKWAY
ELK RIVER, MN 55330
Office: 763-441-2020
Plant: 763-441-2212
Proposed August 2014
50
TABLE OF CONTENTS
GOVERNANCE PRINCIPALS 3
ROLE OF THE ERMU BOARD 4
ROLE OF AN INDIVIDUAL ERMU COMMISSION MEMBER 5
ROLE OF THE ERMU CHAIR 6
ROLE OF THE ERMU VICE CHAIR 7
ROLE OF THE ERMU TRUSTEE 7
ROLE OF THE WAGE AND BENEFITS COMMITTEE 8
ROLE OF THE FINANCAL RESERVES AND INVESTMENT COMMITTEE 9
Governance Handbook Page 2 Proposed August 2014
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GOVERNANCE PRINCIPALS
1. The Commission governs ERMU with the best interests of all customers as its first priority
in the spirit of the ERMU Mission Statement.
2. The Commission shall govern ERMU for long term sustainability, reliability, safety, and
regulatory compliance.
3. The Commission conducts its business according to the highest ethical, legal, and fiduciary
standards.
4. The Commission treats all customers and staff with courtesy and respect.
5. Although independently governed from the City of Elk River, ERA/1U is part of our local
government and the Commission shall coordinate and collaborate with the City to
promote improved value to our community.
6. The Commission understands that diversity of opinion is inevitable and shall respect the
opinions of all other Commissioners, staff, and customers.
7. Meetings of the Commission shall be open and accessible to the public except when
permissible by law.
8. The Commission is responsible for the hiring and is ultimately accountable for the
performance of the General Manager. The Commission is responsible to ensure that the
General Manager implements Commission direction and policy to ensure long term
sustainability, reliability,safety, and regulatory compliance.
9. The Commission governs the organization;the Commission does not manage it.
Management of the organization is the role of the General Manager and staff that serve in
a management or supervisory role.
10. Meeting protocol: no sidebar discussions; no interruptions; state your concern; ensure
you understand; don't take things personally; adhere to time limits; come prepared;
ensure all are heard.
Governance Handbook Page 3 Proposed August 2014
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ROLE OF THE ERMU COMMISSION
1. The Commission engages in ongoing planning activities as necessary to determine the
mission and strategic direction of ERMU,to define specific goals and objectives related to
the mission, and to evaluate the success of the organization's efforts toward achieving the
mission.
2. The Commission approves the policies for the effective, efficient, and cost-effective
operation of ERMU.
3. The Commission approves ERMU's annual budget and assesses the organization's financial
performance in relation to the budget on a regular basis.
4. The Commission hires, sets the compensation for, and provides for an annual evaluation
of the performance of the General Manager.
5. The Commission establishes and evaluates compensation for employees to ensure value
to the customers and competitiveness within appropriate markets.
6. The Commission approves written policies governing the work and actions of ERMU's
employees and committees.
7. The Commission ensures that an internal review of ERMU's compliance with known
existing legal, regulatory, and financial reporting requirements is conducted annually and
that a summary of the results of the review is provided to the entire Commission.
8. The Commission develops, monitors,and strengthens ERMU's services.
9. The Commission creates and eliminates Committees and Task Forces as appropriate. The
Commission shall designate a representative for each Committee annually.
10. The Commission shall elect a Chair, Vice Chair, and Trustee annually.
11. The Commission assesses the Commission's performance.
Governance Handbook Page 4 Proposed August 2014
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ROLE OF AN INDIVIDUAL ERMU COMMISSIONER
1. The authority of an individual Commissioner resides in the ability to vote. Each
Commissioner is entitled to cast one vote for every action item unless prohibited by law,
ordinance, or policy(for example, conflicts of interest).
2. Make every effort to attend all ERMU Commission and Committee meetings. Review the
agenda and supporting materials prior to Commission and Committee meetings.
3. Stay informed about ERMU's mission, services, policies,and programs. Participate in
ERMU events, programs, and services as often as possible. Inform others about ERMU
and its programs and services. Be stewards for municipal public power and water.
4. Endeavor to keep up-to-date on developments in the industry and provide the benefit of
that knowledge and insight in Commission discussions and deliberations. Attend at least
one Minnesota Municipal Utilities Association, American Public Power Association,
Minnesota Rural Water Association,American Water Works Association, or other industry
relevant event annually.
5. Assist the Commission is carrying out its fiduciary responsibilities by reviewing the
organization's interim and annual financial statements.
6. Be actively involved in Commission discussions,express one's opinion, and make an effort
to see an issue from the perspective of others who may have other views of the issue.
7. Endeavor to make decisions based upon the common interests of all customers rather
than the interests of the particular organization or individual customer. Serve the
organization as a whole rather than any particular interest group or constituency.
8. Seek feedback from customers regarding ERMU's priorities, activities, programs, and
services.
9. Avoid conflicts of interest and maintain confidentiality of information when appropriate.
10. Refrain from attempting to direct the activities of staff or making special requests of the
staff.
Governance Handbook Page 5 Proposed August 2014
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ROLE OF THE ERMU CHAIR
1. Ensure that the Commission and individual Commissioner fulfill their responsibilities for
the governance of ERMU and adhere to the Commission's Governance Principles.
2. Ensure that Commission actions are effectively communicated.
3. Serve as a lead spokesperson for the Commission and serve as appropriate as the
organization's representative to government, media, other industry organizations, and the
general public.
4. Support the efforts of the General Manager to achieve ERMU's mission.
5. Facilitate an annual review of the General Manager's performance and compensation.
6. Facilitate productive and mutually respectful relationships among the Commission, staff,
customers, and the City.
7. Chair meetings of the Commission, ensuring that the Commission functions effectively
and fulfills all of its duties. Encourage all commissioners to participate in discussion and
ensure that all points of view are fully expressed before a vote is taken. Work with the
General Manager regarding development of the agenda for Commission meetings.
8. Serve on Committees as delegated by the Commission and offer to take on special
assignments when appropriate. Report to the Commission on Committee activities and
recommendations.
9. Ensure that appropriate processes are in place to review and evaluate the mission,
direction, strategy, and performance of the organization.
10. Fulfill such other roles as the Chair and General Manager agree are appropriate and
desirable for the Chair to perform, consistent with Commission policy or directions.
Governance Handbook Page 6 Proposed August 2014
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ROLE OF THE ERMU VICE CHAIR
1. Fulfill any delegable roles and responsibilities of the Chair as requested by the Chair.
2. Act as Chair in the absence of the Chair.
3. Assume the office of Chair if the Chair leaves office prior to the expiration of the Chair's
term of office.
4. Commit significant effort to becoming familiar with ERMU programs, services, and
activities in preparation for fulfilling the duties of ERMU Chair if required.
5. Fulfill all roles and responsibilities established for individual Commissioners in an
exemplary manner.
6. Be willing to serve in a leadership role in ERMU and serve as a spokesperson for the
organization.
7. Serve on Committees as delegated by the Commission and offer to take on special
assignments when appropriate. Report to the Commission on Committee activities and
recommendations.
ROLE OF THE ERMU TRUSTEE
1. Fulfill all roles and responsibilities established for individual Commissioners in an
exemplary manner.
2. Commit significant effort to become familiar with ERMU programs, services and activities.
3. Be willing to serve in a leadership role in ERMU and serve as a spokesperson for the
organization.
4. Serve on Committees as delegated by the Commission and offer to take on special
assignments when appropriate. Report to the Commission on Committee activities and
recommendations.
Governance Handbook Page 7 Proposed August 2014
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ROLE OF THE WAGE AND BENEFITS COMMITTEE
The Wage and Benefits Committee exists to help the Commission develop and maintain a pay
plan structure and benefits package that are market competitive, promotes employee
retention, and provides value to the customers through fair labor costs. The Committee shall
be comprised of the Commission delegated representative,the General Manager,the Finance
and Office Manager, and the Electric Superintendent. The Commission delegated
representative shall preside as Committee Chair. The Committee meetings may be open or
closed to employees depending at the discretion of the Committee Chair.
Specific duties of the Committee shall include:
1. At the request of the Commission, research and analyze topics related to employee
compensation and benefits.
2. Annually perform market benchmarking and evaluate wages. The Committee shall
present options and make recommendations regarding cost of living adjustments and pay
plan structure modifications to the Commission for their consideration.
3. Review insurance policies and evaluate policy renewals. The Committee shall present
options and make recommendations regarding insurance policies to the Commission for
their consideration.
4. Evaluate wage and benefit requests from employees. Present and make
recommendations to the Commission as appropriate.
5. Review submittal information pertaining to pay equity compliance requirements and
present options and make recommendations to the Commission as appropriate.
Governance Handbook Page 8 Proposed August 2014
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ROLE OF THE FINANCAL RESERVES AND INVESTMENT COMMITTEE
The Financial Reserves and Investment Committee exists to help the Commission develop and
maintain industry appropriate financial reserves and investment policies. The Committee shall
be comprised of the Commission delegated representative,the General Manager, and the
Finance and Office Manager. The Commission delegated representative shall preside as
Committee Chair. The Committee meetings may be open or closed to employees depending at
the discretion of the Committee Chair.
mi shall include:
Specific duties of the Committee shat nclude:
1. At the request of the Commission, research and analyze topics related to financial
reserves and investments.
2. On a periodic basis,the Committee will review the investment balances and the various
investment instruments for return, liquidity, and diversification. The Committee may
present options and make recommendations to the Commission for their consideration.
3. Annually, when the Commission designates the official depository for the year, it should
provide for the Finance Director to recommend that additional depositories be designated
for the purpose of investing funds.
Example:
2.0 CONSENT AGENDA(APPROVED BY ONE MOTION)
2.1 Check Register
2.2 Previous Meeting Minutes
2.3 Financial Statements
2.4 Designate First National Bank of Elk River as official depository for 2014
2.4a The Finance Director recommends that the following additional depositories
be designated for purpose of investing funds: [ ... )
4.5 Designate Elk River Star News as official newspaper for 2014
4. On behalf of the Commission and Committee, new Investments will be authorized by the
Finance Director, with the funds actually being transferred via a check produced by the
A/P Specialist, and recorded in the check register detail presented at the regular
Commission meetings. Investments that mature shall be reinvested by the Finance
Director. All investing will be transacted working with the investment firm(s) or bank(s)
for the best rate of return within the constraints of the ERMU Investment Policy. In the
event that the Finance Director is unable to conduct above the investment
responsibilities,the General Manager has the authority to act in his/her absence.
Governance Handbook Page 9 Proposed August 2014
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5. On a periodic basis, the Committee will review the Financial Reserves Policy and reserves
balances. The Committee may present options and make recommendations regarding
modification of the Financial Reserves Policy to the Commission for their consideration.
Governance Handbook Page 10 Proposed August 2014
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