SPECIAL CITY COUNCIL MINUTES
Thursday, February 7, 2002
Thursday, February 21, 2002
PRESENT B. Smith*; B. Anderson, J. Batty*, A. Bolstad*, T. Cavanagh, E.Gibbons*, R.Hayter, L. Langley, K. Leibovici, S. Mandel, J.Melnychuk, M.Phair*, D.Thiele
ALSO IN ATTENDANCE:
V. Gunderson, Office of the City Clerk
D. R. Simmonds, D.R. Simmonds & Associates Inc.
* Attended part of the meeting.
A. CALL TO ORDER AND RELATED BUSINESS
A.1. CALL TO ORDER
Deputy Mayor L. Langley called the meeting to order at 9:30 a.m.
Mayor B. Smith and Councillors E. Gibbons and M. Phair were absent.
A.2. ADOPTION OF AGENDA
MOVED T. Cavanagh – R. Hayter:
That the Special City Council Agenda for the February 7/21, 2002 meeting be adopted.
CARRIED
FOR THE MOTION: B. Anderson, J. Batty, A. Bolstad, T. Cavanagh,
R. Hayter, L. Langley, K. Leibovici, S. Mandel,
J. Melnychuk, D. Thiele.
ABSENT: B. Smith; E. Gibbons, M. Phair.
H. OTHER REPORTS
H.1.a. Change of Special City Council Meeting Dates.
MOVED A. Bolstad – T. Cavanagh:
1. That the Special City Council meeting originally scheduled for Thursday, April 11, 2002, commencing at 1:30 p.m. be re-scheduled to Monday, April 8, 2002, commencing at 9:30 a.m.2. That the Special City Council meeting originally scheduled for Thursday, April 25, 2002, commencing at 9:30 a.m. be re-scheduled to Friday, April 12, 2002, commencing at 9:00 a.m. / Civic Agencies
CARRIED
FOR THE MOTION: B. Anderson, J. Batty, A. Bolstad, T. Cavanagh,
R. Hayter, L. Langley, K. Leibovici, S. Mandel,
J. Melnychuk.
OPPOSED: D. Thiele.
ABSENT: B. Smith; E. Gibbons, M. Phair.
MOVED T. Cavanagh – L. Langley:
That Council meet in private.
CARRIED
FOR THE MOTION: B. Anderson, J. Batty, A. Bolstad, T. Cavanagh,
R. Hayter, L. Langley, K. Leibovici, S. Mandel,
J. Melnychuk, D. Thiele.
ABSENT: B. Smith; E. Gibbons, M. Phair.
Council met in private at 9:50 a.m.
MOVED J. Batty – J. Melnychuk:
That Council meet in public.
CARRIED
FOR THE MOTION: B. Anderson, J. Batty, A. Bolstad, T. Cavanagh,
E. Gibbons, R. Hayter, L. Langley, K. Leibovici,
S. Mandel, J. Melnychuk, D. Thiele.
ABSENT: B. Smith; M. Phair.
Council met in public at 11:15 a.m.
Deputy Mayor L. Langley presided.
Mayor B. Smith and Councillor M. Phair were absent.
H.1.b. Direction to Consultant Re: Recruitment of Directors for EPCOR.
MOVED T. Cavanagh – L. Langley:
That the profile for EPCOR Utilities Inc. Board Directors be approved as amended. / Civic AgenciesCARRIED
FOR THE MOTION: B. Anderson, J. Batty, A. Bolstad, T. Cavanagh,
E. Gibbons, R. Hayter, L. Langley, K. Leibovici,
S. Mandel, J. Melnychuk, D. Thiele.
ABSENT: B. Smith; M. Phair.
H.1.c. Economic Development Edmonton – Applicant Short Listing.
MOVED D. Thiele – T. Cavanagh:
1. That on February 21, 2002, City Council interview eight short listed candidates as indicated on Attachment 1.2. That Attachment 1 remain in private. [Sections 17(1) and 24(1)(d) Freedom of Information and Protection of Privacy Act]. / Civic Agencies
CARRIED
FOR THE MOTION: J. Batty, T. Cavanagh, E. Gibbons, R. Hayter,
L. Langley, K. Leibovici, J. Melnychuk, D. Thiele.
OPPOSED: B. Anderson, A. Bolstad, S. Mandel.
ABSENT: B. Smith; M. Phair.
N. NOTICES OF MOTION
Deputy Mayor L. Langley asked whether there were any Notices of Motion. There were none.
(Sec. 91, B.L. 12300)
The meeting adjourned at 11:35 a.m.
The meeting reconvened on Thursday, February 21, 2002 at 9:30 a.m.
Councillor J. Batty was absent.
MOVED M. Phair – L. Langley:
That Council meet in private.
CARRIED
FOR THE MOTION: B. Smith; B. Anderson, A. Bolstad, T. Cavanagh,
E. Gibbons, R. Hayter, L. Langley, K. Leibovici,
S. Mandel, J. Melnychuk, M. Phair, D. Thiele.
ABSENT: J. Batty.
Council met in private at 9:30 a.m.
MOVED S. Mandel – J. Melnychuk:
That Council meet in public.
CARRIED
FOR THE MOTION: B. Smith; B. Anderson, T. Cavanagh, E. Gibbons,
R. Hayter, L. Langley, K. Leibovici, S. Mandel,
J. Melnychuk, M. Phair, D. Thiele.
ABSENT: J. Batty, A. Bolstad.
Council met in public at 4:50 p.m.
Councillors J. Batty and A. Bolstad were absent.
H.1.d. Economic Development Edmonton – Appointment of Directors.
MOVED K. Leibovici – D. Thiele:
1. That the resolutions electing and re-electing Directors of Economic Development Edmonton as outlined in Schedule A to the February7/21, 2002 meeting be approved.2. That Schedule A remain in private until the information is announced at the March 14, 2002 Economic Development Edmonton Annual General Meeting. [Sections 17(1), 23(1)(b), and 24(1)(d) Freedom of Information and Protection of Privacy Act]. / Civic Agencies
CARRIED
FOR THE MOTION: B. Smith; B. Anderson, T. Cavanagh, E. Gibbons,
R. Hayter, L. Langley, K. Leibovici, S. Mandel,
J. Melnychuk, M. Phair, D. Thiele.
ABSENT: J. Batty, A. Bolstad.
O. ADJOURNMENT
The meeting adjourned at 5:00 p.m.
______
MAYOR CITY CLERK
______
Special City Council
Meeting Minutes 1
February 7/21, 2002
SPECIAL CITY COUNCIL MEETING
FEBRUARY 7/21, 2002
INDEX TO MINUTES
A. CALL TO ORDER AND RELATED BUSINESS 1
A.1. CALL TO ORDER 1
A.2. ADOPTION OF AGENDA 1
H. OTHER REPORTS 2
H.1.a. Change of Special City Council Meeting Dates. 2
H.1.b. Direction to Consultant Re: Recruitment of Directors for EPCOR. 3
H.1.c. Economic Development Edmonton – Applicant Short Listing. 3
H.1.d. Economic Development Edmonton – Appointment of Directors. 4
N. NOTICES OF MOTION 3
O. ADJOURNMENT 5
______
Special City Council
Meeting Minutes 1
February 7/21, 2002
Profile &Position Specification – Approve February 7, 2002
POSITION: BOARD DIRECTOR
THE OPPORTUNITY: To assist in directing EPCOR’s future in a new and exciting era of competition, convergence and deregulation. The Corporation expects to double in size in the next 10 years.
To play a key role within a corporation that is a critical investment for the City.
To participate on a highly qualified, entrepreneurial Board that values the Corporation’s innovative, growth-oriented environment.
TERM: One to three year staggered appointments, with potential renewal to a maximum of ten years.
THE BOARD:
Governance: The Board has taken deliberate steps to enhance the way EPCOR is governed. By following guidelines established by the TSE for public companies, the Board adopted a Charter of Expectations for the Board of Directors, which includes expectations for individual directors as well as Board evaluations. The Board holds strategic planning sessions annually, in addition to regularly scheduled meetings, where the Board receives briefings on key issues and initiatives affecting the Corporation.
Structure: The Board consists of up to 13 members, including the Chair, and reflects a diverse background of occupations, experiences and expertise.
Board Responsibilities: As a member of the EPCOR Board you will represent the interests of the Shareholder, the City of Edmonton, oversee the strategic direction of the Corporation, ensure a balance between risk and return, and guide and monitor operational effectiveness and human resource management.
Specific responsibilities of the Board of Directors include:
• Ensuring that the Corporation has in place effective communication processes with the Shareholder and that the financial performance of the Corporation is reported fairly to the Shareholder on a timely basis.
· Assessing, reviewing and approving strategic plans for the Corporation and any Subsidiary. Ensuring such plans are communicated to the Shareholder.
• Assessing, reviewing and approving EPCOR’s annual operating and capital budgets. Ensuring such budgets are communicated to the Shareholder.
· Assessing, reviewing and approving new investments recommended by management that are otherwise outside the approval authority of management.
• Approving the compensation and benefit plans for the officers of the Corporation.
• Recommending to the Shareholder all necessary or desirable amendments to the Articles of Incorporation and the unanimous Shareholder Agreement with respect to the efficient management of the Corporation.
• Recommending to the Shareholder all necessary or desirable additional bylaws, amendments to the Bylaws and the repeal of unnecessary, contradictory or outdated Bylaws.
• Recommending to the Shareholder the procedure for appointment of the Chair of the Board, and Directors.
• Appointing and reappointing the President and CEO, and removing from office any person appointed or re-appointed to that office.
Committees: • Audit Committee
• Corporate Governance and Nominating Committee
• Environmental, Health and Safety Committee
• Human Resources and Compensation Committee
Indemnification/Liability: • EPCOR provides an indemnity to Board members.
• General liability and individual Director liability insurance is also provided.
REMUNERATION:
• Annual Board Retainer $20,000
• Meeting Fee $1,000
· Meeting Chair Fee $1,500
CANDIDATE REQUIREMENTS:
Must possess:
· Strategic agility.
· Long-range planning ability.
· Excellent business acumen.
· Recognized leadership/executive experience.
· Large Corporate Board experience - either public or private, together with an understanding of corporate governance.
· High ethical standards and integrity.
· High level of financial literacy.
· Ability to think, speak and act independently and with confidence and conviction.
· Ability to be proactive and diligent in board endeavors.
· Ability to deal effectively with ambiguity.
· Ability to be collegial. Balances “advocacy” with “inquiry”.
Beneficial additional attributes:
· Engineering, design and large-scale project construction experience, including chemical engineering
· In-depth experience in the electricity and/or gas industries in the United States, including regulatory experience.
· Knowledge of current environmental issues.
· Experienced director who is a resident of Ontario.
· In-depth experience with commercial/financial transactions; tax and capitalization credentials.
· Experience in an industrial enterprise that has large demands for natural gas and electrical power.
· Relevant experience and perspective in the water and gas utility sectors.
· Absence of conflict and/or perceived conflict of interest.
THE CORPORATION: EPCOR Utilities Inc. is one of Canada’s leading providers of energy and energy-related services and products. EPCOR constructs, owns and operates power plants, electrical transmission and distribution networks; constructs and operates water and wastewater treatment facilities and infrastructure; and provides power, water, natural gas, water heater rentals and HVAC services to an expanding customer base. EPCOR also provides wholesale power and natural gas services to large commercial and industrial customers. With $4 billion in assets and a customer base of 1.6 million, EPCOR is headquartered in Edmonton, Alberta and has operations throughout Alberta, British Columbia, Ontario and the U.S. Pacific Northwest.
History: EPCOR Utilities Inc. is the parent corporation within the EPCOR group of companies. EPCOR’s sole shareholder is the City of Edmonton, and is the extension of a utility business that has been serving customers since the 1890’s.
Major events in EPCOR’s recent history include:
• Edmonton Power was incorporated as a separate organization at arm's length from the City (1995);
• The City of Edmonton's Water Branch was similarly incorporated as Aqualta; and Edmonton Power, Aqualta and Eltec (a provider of non-regulated electrical and other commercial services) came together under the new corporate umbrella of EPCOR, creating the first strategic combination of power and water utilities in Canada (1996).
In 1999, all of the EPCOR utility businesses were unified under the EPCOR brand, while the company was reorganized into distinct subsidiaries: (i) to be consistent with new legislation deregulating the electricity industry, and (ii) to support the company’s growth oriented Long-Term Business Plan.
· The Government of Alberta implemented retail electricity deregulation in the Province (2001).
· EPCOR purchased Union Energy Inc. (an Ontario water heater rental and HVAC company), and reorganized EPCOR Utilities Inc. into three divisions: Infrastructure, Energy and Corporate Services (2001).
EPCOR has experienced physical, cultural and legal transformations in recent years, which have resulted in a dynamic new organization that is market-oriented, customer-focused and a leader in innovative solutions to the production and delivery of the essential elements for living – power, water and natural gas. Combining power, water and natural gas offers exciting new opportunities, including:
• the creation of competitive, combined electricity and natural gas offers and one stop service for customers and industries across Canada;
• the opportunity to broaden EPCOR's customer base, reduce costs and enhance value, with the potential to reduce prices further; and
• a greater return to the shareholder as a result of administrative savings and increased revenue.
Environmental EPCOR has established stringent targets for
Commitment: environmental performance, water quality and safety.
Shareholder: The City of Edmonton is the sole Shareholder.
2000 Financial Highlights: Net Income: $149.3 million
Total Revenues: $1.4 billion
Total Consolidated Assets: $3.1 billion
Return on Average Equity: 17.0%
Total Debt/Equity Ratio: 66:34
2001 Third Quarter Net Income: $218.0 million
Financial Highlights: Total Revenues: $2,943.8 million
Total Consolidated Assets: $3,691.3 million
Return on Average Equity: 20.4%
Total Debt/Equity Ratio: 60:40
· 70% of earnings generated outside of Edmonton
· “A(low)” credit rating, DBRS; “A-” credit rating, CBRS
· $170.5 million paid in federal and provincial taxes and notional taxes (2001)
Employees: Approximately 3,500
SUBSIDIARY
ORGANIZATIONS:
EPCOR Energy Services • Retails electricity, natural gas, “Green Power” and other competitive services such as EnvestTM and Entelligence throughout Alberta.
• Currently has 586,000 residential and 56,000 commercial electrical customers and 32,000 natural gas customers.
EPCOR Generation Inc. • Operates three generating stations with total gross capacity of 1,701 megawatts (approximately 20% of provincial supply).
• Generating stations are Genesee (coal-fired, 820 MW), Clover Bar (natural and landfill gas-fired, 660 MW) and Rossdale (natural gas-fired, 221 MW)
EPCOR Water Services Inc. • Third largest distributor in Canada.
· Provides water and distribution management services to one million people in Edmonton and 40 surrounding communities, as well as communities in Alberta and BC.
• Operates two water treatment plants in the Edmonton area, E.L. Smith and Rossdale, with total capacity of 520 million litres/day.
• In addition, operates water and wastewater treatment plants in Strathmore, Canmore and Port Hardy, BC.
EPCOR Power Development • Active throughout Canada and United States.
Corporation • Owns non-regulated generating stations built in deregulated environment after January 1, 1996.