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1.8 ERMUSR 03-14-2023 UTILITIES COMMISSION MEETING TO: ERMU Commission FROM: Tony Mauren – Governance & Communications Manager MEETING DATE: March 14, 2023 AGENDA ITEM NUMBER: 1.8 SUBJECT: 2023 Committee & Workgroup Appointments ACTION REQUESTED: Appoint by motion the Committee members. BACKGROUND/DISCUSSION: Per ERMU policy, the Commission shall appoint Committee members annually following the election of officers during the regular meeting in the month of March. The Commission shall also appoint Committee Chairs at that time. All appointments are for a one-year term. There are currently four Commission committees: the Wage & Benefits Committee, the Financial Reserves & Investment Committee, the Information Security Committee, and the Dispute Resolution Committee. Attached for reference are the committee charters which outline the purpose, membership, role, authority, and specific duties of each committee. After gauging interest in who would like to serve on each committee, the following committee appointments should be made: Wage & Benefits Committee – 2 appointments; one being Chair Currently appointed: John Dietz – Chair and Mary Stewart Financial Reserves & Investment Committee – 2 appointments; one being Chair Currently appointed: Matt Westgaard – Chair with a vacancy after the retirement of Commissioner Nadeau Information Security Committee – 1 appointment Currently appointed: Mary Stewart Dispute Resolution Committee – 2 appointments; one being Chair Currently appointed: Matt Westgaard – Chair and Paul Bell The Field Services Facility Expansion Project Workgroup has been closed as major work has concluded. 13 ATTACHMENTS: • Commission Policy – G.2g1 - Wage & Benefits Committee Charter • Commission Policy – G.2g2 – Financial Reserves & Investment Committee Charter • Commission Policy – G.2g3 – Information Security Committee Charter • Commission Policy – G.2g4 – Dispute Resolution Committee Charter 14 COMMISSION POLICY Section: Category: Governance Governance Policies Policy Reference: Policy Title: G.2g1 Wage & Benefits Committee Charter 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, the Administrations Director, and the Operations Director. 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 Robert’s Rules of Order Newly Revised for all situations to which they are applicable and are not inconsistent with ERMU’s bylaws, 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 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 15 and recommendation such that it is consistent with the Organizational Core Purpose policies and the Commission Committees policy. 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 Revised February 14, 2023 16 COMMISSION POLICY Section: Category: Governance Governance Policies Policy Reference: Policy Title: G.2g2 Financial Reserves & Investment Committee Charter 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 Finance Manager. 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 Robert’s Rules of Order Newly Revised for all situations to which they are applicable and are not inconsistent with ERMU’s bylaws, 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 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 and recommendation such that it is consistent with the Organizational Core Purpose policies and the Commission Committees policy. 17 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 Investment Policies, 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 Finance Manager, 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 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 the Management Investment Policy. In the event that the Finance Manager is unable to conduct the above investment 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 Policies and 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 an annual 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 Revised July 14, 2020 18 COMMISSION POLICY Section: Category: Governance Governance Policies Policy Reference: Policy Title: G.2g3 Information Security Committee Charter 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 policies and 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 ERMU and the City. MEMBERSHIP: This Committee shall be comprised of equal representation from ERMU and the City. From ERMU this committee shall include a Commissioner and the General Manager. The General Manager will appoint three additional members, at least one of whom will be a manager and at least one will be an information technology employee. From the City this committee shall include a Councilmember and the City Administrator. The City Administrator will appoint three additional members, at least one of whom will be a manager and at least one will be 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 ERMU’s Committee member representatives annually following the Commission election of officers during the March Regular Commission meeting. The Council shall appoint its member annually. The Committee shall elect a chair annually. The General Manager and the City Administrator 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 meetings and act as committee secretary. The Committee will adhere to the Current edition of Robert’s Rules of Order Newly 19 Revised for all situations to which they are applicable and are not inconsistent with ERMU’s bylaws, policies, and any special rules of order that the Commission may adopt; and similarly, 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 to the purpose of research and recommendation to ERMU and the City. SPECIFIC DUTIES: 1. Policies and Procedures: Assist ERMU and the City in 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 the City. At least annually, provide timely reports including recommendations regarding effectiveness of polices and procedures to ERMU and City leadership teams. 2. Risk Assessment: Review industry appropriate information security trends to maintain an up- to-date perspective on related risks and industry’s best practice risk mitigation methods. 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 timely reports including recommendation regarding risks assessment to ERMU and City leadership teams. 3. Budget Development: Develop data needed for thorough evaluation of proposed information security initiatives for 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 clear direction and unity in ERMU and City leadership teams’ support for approved 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 annual basis. 20 TERMINATION: The Committee shall exist as a joint effort between ERMU and the City until at such time either the Commission or Council dissolve the joint nature of the Committee. POLICY HISTORY: Established August 8, 2017 Revised November 12, 2019 Revised February 14, 2023 21 COMMISSION POLICY Section: Category: Governance Governance Policies Policy Reference: Policy Title: G.2g4 Dispute Resolution Committee Charter PURPOSE: The Dispute Resolution Committee 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 involves customer protected data for which the customer prefers addressing the issue through a meeting closed to 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 as needed to conduct appropriate research and/or deliberate; make a determination within parameters established through the Commission Policies and within the authorities delegated through this policy; and report and/or make recommendations to the Commission as required. MEMBERSHIP: The Committee shall be comprised of five members, three appointed annually and two which vary with each dispute. The three members appointed annually shall include two Commissioners and the General Manager. At no time shall there be a quorum of the Commission on the Committee. The Committee shall also include the director and the manager most directly involved in the dispute. 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 Robert’s Rules of Order Newly Revised for all situations to which they are applicable and are not inconsistent with ERMU’s bylaws, policies, and any special rules of order that the Commission may adopt. 22 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, research related to customer disputes or complaints, and recommendations to the Commission. The Committee, at the discretion and through formal action of the Commission, may be empowered beyond the role as outlined in this policy such 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, the Committee 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 the Customer’s account history and other relevant information. 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 that no action is taken by the Committee, and the Committee has determined that 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 minutes shall be subject to applicable data retention law and policies. SCHEDULE: The Committee shall meet on an as-needed basis. 23 TERMINATION: The Committee shall exist until at such time formal action of the Commission is taken to dissolve the Committee. POLICY HISTORY: Adopted January 12, 2021 Revised February 14, 2023 24