4.1 ERMUSR 01-12-2021UTILITIES COMMISSION MEETING
TO:FROM:
ERMU Commission Theresa Slominski –General Manager
MEETING DATE:AGENDA ITEMNUMBER:
January 12, 2021 4.1
SUBJECT:
Annual Review of Committee Charters
ACTION REQUESTED:
Adopt the proposedDispute Resolution CommitteeCharter Policy
BACKGROUND:
In August 2017, the commission adopted a comprehensive manual of governance policies
based on the Carver Model of governance. Included in those governance policies is Governance
Policy G.2g - Commission Committees, which is attached for reference. This policy notesin
statement #5 that “The Commission will review the committee charter and performance of any
standing committee at least annually to determine if changes are required or if the committee
is still required.”
DISCUSSION:
The annual review of the committee charters is an opportunity for the Commission to review
the purpose for the committees and whether they are still needed. This is also an opportunity
for the Commission to give direction to the committees. The schedule of this annual review is
intentionally prior to March when the Commission appoints committee members.
There are currently three commission-created committees: Wage & Benefits Committee,
Financial Reserves & Investment Committee, and Information Security Committee. These three
committee charters are attached for review and discussion.
There is a new committee charter to review and adopt, the Dispute Resolution Committee
Charter. This was the last of the charters to be created with the implementation of the manual
of governance policies that was started in 2017. This committee charter is for the creation of a
committee to be available to provide customers an alternative dispute resolution option for
circumstances which require action beyond current management authority, allowing for a
formal hearing of the grievance and follow-up. Staff recommends that the Commission adopt
the proposed Dispute Resolution Committee Charter Policy.
ATTACHMENT:
Governance Policy - G.2g - Commission Committees
Governance Policy - G.2g1 - Wage & Benefits Committee Charter
Governance Policy - G.2g2 - Financial Reserves & Investment Committee Charter
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Governance Policy - G.2g3 - Information Security Committee Charter
Proposed – Governance Policy – G.2g4 – Dispute Resolution Committee Charter
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COMMISSION POLICY
Section:Category:
GovernanceGovernance Policies
Policy Reference:Policy Title:
G.2gCommission Committees
PURPOSE:
With this policy, the Commission establishes and communicates its purposes and the means by
which it creates and empowers committees to assist the Commission in its work. This policy
applies to any group formed by Commission action, whether or not it is called a committee and
whether or not the group includes Commission members. It does not apply to committees formed
under the authority of the General Manager.
POLICY:
Commission committees, when created, will be used to reinforce the wholeness of the
Commission and never to interfere with the delegation of authority from the Commission to the
General Manager or to any officer of the Commission. Commission committees will not have
direct involvement with current management and staff employee functions.
Consistent with this general statement:
1.The Commission will use committees sparingly and only for as long as required to
accomplish its purposes. Committees may be appropriate in circumstances where the
Commission recognizes the need for more in-depth review of information and issues, and
where a committee is the best way to make effective and efficient use of available
Commission member expertise and time. Committees may also be appropriate where it is
necessary or desirable for the Commission to visibly demonstrate regulatory compliance or
accountability to its stakeholders (e.g. Financial Reserves and Investments Committee).
2.Committees ordinarily will assist the Commission in the following specific ways by:
a.Monitoring organization performance metrics and related information;
b.Preparing policy alternatives and their implications for Commission deliberation and
action;
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ERMU Commission Policy G.2g Commission Committees
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c.Determining the level of compliance with existing Commission policies and evaluating
the results of policy compliance or non-compliance.
3.When the Commission creates a committee, it will develop and approve by resolution a
written committee charter that sets forth the purposes, duration, expected outcomes,
leadership, membership, delegated authority, available resources, and other information
needed for the committee to function successfully. The General Manager will designate
management/staff committee members if so requested. The Commission, by majority vote,
will appoint Commission members to committees and remove or replace them, as
appropriate. The Commission, by majority vote, will also appoint, remove, and replace a
Committee Chair, Vice-Chair and any other positions of leadership that the Commission
determines appropriate.
4.The Commission recognizes that appointments to a Committee provide opportunities for
learning and Governance development. Accordingly, the Commission endeavors to appoint
Commission members to committee leadership positions who do not already hold a
Commission office.
5.The Commission will review the committee charter and performance of any standing
committee at least annually to determine if changes are required or if the committee is still
required.
6.Commission committees may not convene a meeting that includes a quorum of the
Commission.
7.Commission committees may not speak or act for the Commission except when formally
given such authority for specific and time-limited purposes. Expectations and authorities will
be carefully stated in order not to conflict with authority delegated to the General Manager or
Commission Chair.
8.Commission committees may not exercise authority over management and staff employees.
The General Manager is accountable to the whole Commission and is not required to obtain
approval of any Commission committee before taking an executive action.
9.Commission committees will avoid relating to or identifying with discrete parts of the
organization rather than the whole. A Commission committee that has helped the
Commission create policy on a particular subject will not be used to monitor organizational
performance on that same subject, except with specific Commission approval.
POLICY HISTORY:
Adopted May 9, 2017
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COMMISSION POLICY
Section:Category:
GovernanceGovernance Policies
Policy Reference:Policy Title:
G.2g1Wage & Benefits CommitteeCharter
PURPOSE:
The Wage and Benefits Committee exists to help the Commission develop and maintain a pay
plan structure and benefits package that are market competitive, help promote employee
retention, and to help the Commission make informed decisions which provide value to the
customers through fair labor expenses. This Committee also exists to help the Commission with
succession planning and review pay equity compliance.
MEMBERSHIP:
The Committee shall be comprised of two Commissioners, the General Manager, an
administrative manager, and a field service superintendent. At no time shall there be a quorum of
the Commission on the Committee.
The Commission shall appoint Committee members annually following the Commission election
of officers during the March Regular Commission meeting. The Commission shall also appoint
the Committee Chair at that time.
ROLE OF THE COMMITTEE CHAIR:
The primary role of the Committee Chair is to run the Committee meetings. The Committee will
adhere to the Current edition of for all situations to
which they are applicable and are not inconsis
special rules of order that the Commission may adopt. The Committee meetings may be open or
closed to employees at the discretion of the Committee Chair.
AUTHORITY:
Except as established in this Committee Charter, the authority of the Committee is limited to the
purpose of research and recommendation to the Commission. The Committee, at the discretion
and through formal action of the Commission, may be empowered beyond the role of research
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ERMU Commission Policy G.2g1Wage & Benefits Committee Charter
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and recommendation such that it is consistent with the Organizational Core Purposepolicies
and the Commission Committeespolicy.
SPECIFIC DUTIES:
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 related to employee benefit
insurances.The Committee shall present options and make recommendations regarding these
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.
6. Record minutes of Committee meetings. Committee meeting minutes shall be subject to
applicable data retention law and policies.
SCHEDULE:
At a minimum, the Committee shall meet on a quarterly basis.
TERMINATION:
The Committee shall exist until at such time formal action of the Commission is taken to
dissolve the Committee.
POLICY HISTORY:
Adopted May 9, 2017
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COMMISSION POLICY
Section:Category:
GovernanceGovernance Policies
Policy Reference:Policy Title:
Financial Reserves&Investment
G.2g2
CommitteeCharter
PURPOSE:
The Financial Reserves & Investment Committee exists to help the Commission develop and
maintain industry appropriate financial reserves and investment policies.
MEMBERSHIP:
The Committee shall be comprised of two Commissioners, the General Manager, and the
FinanceManager. At no time shall there be a quorum of the Commission on the Committee.
The Commission shall appoint Committee members annually following the Commission election
of officers during the March Regular Commission meeting. The Commission shall also appoint
the Committee Chair at that time.
ROLE OF THE COMMITTEE CHAIR:
The primary role of the Committee Chair is to run the Committee meetings. The Committee will
adhere to the Current edition of for all situations to
which they are applicable and are not inconsistent witbylaws, policies, and any
special rules of order that the Commission may adopt. The Committee meetings may be open or
closed to employees at the discretion of the Committee Chair.
AUTHORITY:
Except as established in this Committee Charter, the authority of the Committee is limited tothe
purpose of research and recommendation to the Commission. The Committee, at the discretion
and through formal action of the Commission, may be empowered beyond the role of research
and recommendation such that itis consistent with the Organizational Core Purposepolicies
and the Commission Committeespolicy.
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ERMU Commission PolicyG.2g2Financial Reserves & InvestmentCommitteeCharter
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SPECIFIC DUTIES:
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 InvestmentPolicies, 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 Manager to recommend that additional depositories be designated for
the purpose of investing funds.
4.On behalf of the Commission and Committee, new investments will be authorized by the
FinanceManager, 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 matureshall be reinvested by the Finance Manager. All investing
will be transacted working with the investment firm(s) or bank(s) for the best rate of return
within the constraints of theManagementInvestment Policy. In the event that the Finance
Manager is unable to conduct theaboveinvestment responsibilities, the General Manager has
the authority to act in his/her absence.
5.On a periodic basis, the Committee will review the Financial Reserves Policiesand reserve
balances. The Committee may present options and make recommendations to the
Commission for their consideration.
SCHEDULE:
At a minimum, the Committee shall meet on anannual basis.
TERMINATION:
The Committee shall exist until at such time formal action of the Commission is taken to
dissolve the Committee.
POLICY HISTORY:
AdoptedMay 9, 2017
RevisedJuly 14, 2020
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COMMISSIONPOLICY
Section:Category:
GovernanceGovernancePolicies
Policy Reference:Policy Title:
G.2g3Information SecurityCommitteeCharter
PURPOSE:
Information security is managing risks to the confidentiality, integrity, and availability of
information using administrative, physical, and technical controls.
The Information Security Committee exists to help develop and maintain industry appropriate
information security policiesand oversight. Because of shared hardware and resources,there
exists an overlap and shared risk for ERMU and the City of Elk River (City) operations.
Although governed autonomously, this shall be an advisory Committee to both the ERMUand
theCity.
MEMBERSHIP:
ThisCommittee shall be comprised of equal representation from ERMU and the City. From
ERMU this committee shall include: a Commissioner, the General Manager, afield manager,an
administrative manager, and aninformation technology employee. From the City this committee
shall include: a Councilmember, the City Administrator, a field manager, an administrative
manager, and an information technology employee.At no time shall there be a quorum of the
Commission or the Council on the Committee.
The Commission shall appoint Committee member representatives annually following
the Commission election of officers during the March Regular Commission meeting. The
The Committee shall elect a
chair annually. The General Manager and the CityAdministrator shall serve as the authorized
reporting representatives for their respective governing bodies.
ROLE OF THE COMMITTEE CHAIR:
The primary role of the Committee Chair is to run the Committee meetingsand act as committee
secretary.The Committee will adhere to the Current edition of
Revised
bylaws, policies, and any special rules of orderthat the Commission may adopt; and similarly,
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ERMUCommissionPolicyG.2g3Information Security CommitteeCharter
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the Committee action shall not be inconsistent with applicable laws and policies which regulate
the City of Elk River. The Committee meetings may be open or closed to employees at the
discretion of the Committee Chair.
AUTHORITY:
Except as established in this Committee Charter, the authority of the Committee is limited tothe
purpose of research and recommendation to ERMU and the City.
SPECIFIC DUTIES:
1.Policies and Procedures:Assist ERMU andtheCityin the development of information
security related policies.Review effectiveness of information security policy
implementations.Identify and recommend how to handle non-compliance. Assist with the
development of information security related procedures, standards, guidelines, and baselines
to the ERMU and theCity.At least annually, provide timely reportsincluding
recommendations regarding effectiveness of polices and procedures to ERMU and City
leadership teams.
2.Risk Assessment:Review industry appropriate information security trendsto maintain an up-
to-
Identify significant threats and vulnerabilities. Assess the adequacy and coordination of the
implementation of information security controls. Recommend methodologies and processes
for information security. Evaluate ongoing related legal and regulatory compliance changes.
Review incident information and recommend follow-up actions. At least annually, provide
timelyreportsincluding recommendationregarding risksassessment to ERMU and City
leadership teams.
3.Budget Development:Develop dataneeded for thorough evaluation of proposed information
security initiativesfor budget preparation and consideration. Information shall include
options, risk evaluation, resource requirements, implementation timelines, and costs. At least
annually and coordinating with their respective budgeting process schedules, provide timely
reports regarding information security initiatives proposed for consideration to ERMU and
City leadership teams.
4.Education and Awareness:Function as an information security program champion providing
roved security
initiatives and policies.Develop and implement plans and programs to maintain information
security awareness. Promote information security education, training, and awareness
throughout ERMU and the City.
SCHEDULE:
At a minimum, the Committee shall meet on an annualbasis.
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ERMUCommissionPolicyG.2g3Information Security CommitteeCharter
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TERMINATION:
The Committee shall exist as a joint effort between ERMUand the City until at such time either
theCommission or Council dissolve the joint nature of the Committee.
POLICY HISTORY:
EstablishedAugust 8, 2017
RevisedNovember12, 2019
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COMMISSION POLICY
Section:Category:
GovernanceGovernance Policies
Policy Reference:Policy Title:
G.2g4Dispute ResolutionCommittee Charter
PURPOSE:
The Dispute ResolutionCommittee exists to provide customers an alternative dispute resolution
option for circumstances which: require action beyond the authority assigned through the
Delegation to Management Policies;require policy creation, revision, or exception; have
exhausted the established utilities procedures and/or protocol; and involvescustomer protected
data for which the customer prefers addressing the issue through a meeting closedto the public.
For qualifying customer disputes, the Committee will provide:a formal hearing in a closed
meeting allowing the customers to communicate the concern;recess and reconvene asneeded to
conduct appropriate researchand/or deliberate;make a determination within parameters
established through the Commission Policiesand within the authorities delegated through this
policy;and report and/or make recommendations to the Commissionas required.
MEMBERSHIP:
The Committee shall be comprised of five members, four appointed annually and one which
varies for each dispute. The four members appoint annually shall include two Commissioners, an
administrative manager, and a field superintendent.At no time shall there be a quorum of the
Commission on the Committee.
The Commission shall appoint Committee members annually following the Commission election
of officers during the March Regular Commission meeting. The Commission shall also appoint
the Committee Chair at that time.The General Manager may be appointed to fill the
administrative manager Committee member position.
For each dispute, the Committee shall also includea fifth member. This Committee member shall
be the manager/supervisor most directly involved with that dispute. If that manager/supervisor has
already been appointed to serve on the Committee as the administrative manager or the field
superintendent member, the Committee Chair shall choose a different manager/supervisor to fill
the role as the fifth Committee member for that specific dispute.
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ERMU Commission Policy G.2g4Dispute ResolutionCommittee Charter
ROLE OF THE COMMITTEE CHAIR:
The primary role of the Committee Chair is to run the Committee meetings. The Committee will
adhere to the Current edition of for all situations to
policies, and any
special rules of order that the Commission may adopt.
AUTHORITY:
Except as established in this Committee Charter, the authority of the Committee is limited to the
purpose of dispute resolution within the authorities delegated to management through the
Commission Policies, researchrelated to customer disputes or complaints,and recommendationsto
the Commission. The Committee, at the discretion and through formal action of the Commission,
may be empowered beyond the role as outlined in this policysuch that it is consistent with the
Organizational Core Purpose policies and the Commission Committees policy.
SPECIFIC DUTIES:
1.After a formal request is submitted for a qualifying customer dispute, the
Committee will schedule a hearing, either in person or virtual, within a reasonable
amount of time.
2.Through the hearing, theCommittee will allow the customer to communicate
relevant information and request dispute resolution which may require policy
creation, revision, or exemption.
3.The Committee is required to verify all information and data; and the Committee will
review t
4.And as needed, the Committee shall research industry best practices related to the dispute.
5.The Committee is authorized to engage legal counsel for legal review and
recommendations.
6.The Committee will make a determination whether resolution can be provided within the
authorities assigned through this policy; and if so, the Committee will provide written
summary of the dispute and the authorized resolution for implementation by management.
7.When no action is taken by the Committee toward resolution, the Committee will determine
whether the request warrants further consideration by the Commission, in which case the
Committee will present a summary of the dispute to the Commission and a make
recommendation. In the event thatno action is taken by the Committee, and the Committee
has determinedthat the dispute does not warrant further consideration or advancement to
the Commission, the Committee shall summarize their finding in a report to be provide to
the customer and placed on file.
8.The Committee shall record minutes of all Committee meetings. Committee meeting
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ERMU Commission Policy G.2g4Dispute ResolutionCommittee Charter
minutes shall be subjectto applicable data retention law andpolicies.
SCHEDULE:
The Committee shall meet on an as-needed basis.
TERMINATION:
The Committee shall exist until at such time formal action of the Commission is taken to
dissolve the Committee.
POLICY HISTORY:
ProposedJanuary12,2021
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