CT Municipal Electric Energy Cooperative CMEEC

SUBJECT TO BOARD APPROVAL MINUTES OF THE REGULAR MEETING OF THE BOARD OF DIRECTORS OF CONNECTICUT MUNICIPAL ELECTRIC ENERGY COOPERATIVE December 17, 2020 The Regular Meeting of the Board of Directors of Connecticut Municipal Electric Energy Cooperative (“CMEEC”) was held on Thursday, December 17, 2020 telephonically and via Zoom. The meeting was legally noticed in compliance with Connecticut General Statutes and all proceedings and actions thereafter recorded occurred during the publicly open portions of the meeting. The following Member Representatives / Alternate Member Representatives / Municipal Representatives participated telephonically or via Zoom: Groton Utilities: Ronald Gaudet, Jeffrey Godley, Keith Hedrick Groton Municipal Representative: Mark Oefinger Norwich Public Utilities: Christopher LaRose, Stewart Peil, Robert Staley Norwich Municipal Representative: David Eggleston Bozrah Light & Power: Scott Barber, Richard Tanger South Norwalk Electric & Water: Alan Hugh, David Westmoreland South Norwalk Municipal Representative: Dawn DelGreco Third Taxing District: Kevin Barber, Michele Sweeney Jewett City Department of Public Utilities: Louis Demicco, Kenneth Sullivan, Richard Throwe Jewett City Municipal Representative: George Kennedy The following CMEEC Staff participated telephonically or via Zoom: Dave Meisinger, CMEEC CEO Robin Kipnis, Esquire, CMEEC General Counsel Patricia Meek, CMEEC Interim Director of Finance & Accounting Bella Chernovitsky, CMEEC Director of Business Intelligence Michael Cyr, CMEEC Director of Portfolio Management Joanne Menard, CMEEC Controller Hao Ni, CMEEC Asset Performance Manager Scott Whittier, CMEEC Director of Enabling Services Margaret Job, CMEEC Executive Assistant / Paralegal Ellen Kachmar, CMEEC Offices and Facilities Manager Others participating telephonically or via Zoom: David Silverstone, Esquire, Municipal Electric Consumer Advocate Ms. Job recorded. Chair Kevin Barber called the meeting to order at 10:00 a.m. He stated for the record that today’s meeting is being held telephonically and via Zoom. Chair Barber requested all participants mute their audio unless speaking to eliminate confusion and background noise. He requested those present state their name and where they are from when speaking for clarity of the record. Chair Barber entertained a motion to amend today’s Agenda by adding a new Agenda Item H, Competitive Supply Customers Final Report, which will be led by Ms. Meek. He added that the remaining agenda items be renumbered, accordingly. A motion was made by Member Representative Scott Barber, seconded by Member Representative Louis Demicco to Amend the Agenda by adding new Agenda Item H, Competitive Supply Customers Final Report, and renumbering the remaining agenda items, accordingly. Motion passed unanimously. 20-12-01 Standard Agenda Items A Public Comment Period No public comment was made. B Conduct Roll Call / Voting Roster Ms. Job conducted roll call with each member responding individually as their names were called. Following roll call, Ms. Job identified the voting persons at today’s meeting. Chair Barber confirmed a quorum was present. C Approve the Minutes of the Regular and Annual November 19, 2020 Board of Directors’ Meeting A motion was made by Member Representative Jeffrey Godley, seconded by Municipal Representative Mark Oefinger to Approve the Minutes of the Regular and Annual November 19, 2020 Board of Directors’ meeting. Motion passed unanimously. 20-12-02 D November 2020 Objective Summary Review Mr. Meisinger explained that Regional Competitiveness came in at 27% compared to the target of 32%. He stated that as with prior months, this reflects lower overall load than anticipated. He added that this effectively increased the per unit impact of our fixed costs resulting in being above target for the month. Year-End projections remain strong, moving from 33% after three consecutive months at 32% compared to the target of 31%. Mr. Meisinger noted this is the result of the earlier reported trends which were offset by an increase in projected Year-End margin. The Customer Fulfillment “All-In” Cost TMR View came in slightly above budget at $80/MWh versus a target of $76/MWh, again primarily reflecting relatively strong project and portfolio performance offset by the impacts of lower energy requirements. Year-End projection dropped from $81/MWh to $79/MWh, which is below the original target of $80/MWh. Mr. Meisinger explained that in connection with the Project Portfolio Performance report normally presented by Mike Rall, Hao Ni will be presenting in his place as Mr. Rall is on paternity leave following the birth of his second son on December 3, 2020. E November 2020 Project Portfolio Performance Ms. Ni walked the Board through the project portfolio performance for November highlighting budget versus actual results for the month for each project. Discussion followed in connection with questions regarding the status of the Subase Fuel Cell project and the Community Solar Gardens. Municipal Representative Mark Oefinger suggested that at a future date, CMEEC conduct a thorough review of the Subase Fuel Cell project for the benefit of new Board Members that do not have full knowledge of the project. Mr. Meisinger explained that the CMEEC Municipal Electric Consumer Advocate, David Silverstone, Esquire, had requested a similar discussion that had originally been slated to be conducted at today’s meeting, however due to Mr. Rall being on leave and potential Board action that might be needed in the near future, the presentation will be made in the first quarter of 2021. F November 2020 Energy Market Update Michael Cyr, CMEEC Director of Portfolio Management, provided a high-level review of the Energy Market Analysis for November, highlighting that actual loads came in at 61,259 MWh which was 6,091 MWh lower than budget. Actual Energy Costs were $34.99/MWh, which was $1.82/MWh lower than budget. Weighted Average Energy Cost at LMPs came in at $25.33/MWh and Actual Average Daily Hub Day Ahead LMPs were $25.10/MWh, ranging from $10.73/MWh to $51.21/MWh. Henry Hub Gas Price came in at $2.57/MMBTU, which was $0.12/MMBTU higher than budget, ranging from $2.20 to $3.04/MMBTU. Algonquin Citygate Gas Price came in at  $1.63/MMBTU, which was $3.51/MMBTU lower than budget and ranging from $0.41 to $4.32/MMBTU. West Texas Intermediate Oil price was $40.94/Barrel, which was $1.54/Barrel higher than previous month and Ultra Low Sulphur Diesel oil price was $9.00/MMBTu, $4.24/MMBTu lower than budget. Mr. Cyr walked the Board through the other materials included in the Board package, noting that they are starting to see some volatility in the energy market for the winter months, with temperature being the key driver in addition to the general shift and decrease in load due to the Covid pandemic. G Audit Committee Report Member Representative Stewart Peil, Audit Committee Chair, explained that the Audit Committee met on December 10, 2020 to discuss, among other things, the CMECC and CTMEEC Annual Financial Audit Plan with BlumShapiro. He added that as a result of CMEEC requesting the rotation of the partner or principal assigned to the audit project, Vanessa Rossitto replaced Jonathan Fink as Engagement Partner. He stated that the Audit Committee also authorized the CMEEC CEO to sign the Engagement Letters with BlumShapiro. He also reported on the status of the internal audit of CMEEC’s cybersecurity practices. He stated that the Committee received a report on the Cybersecurity Gap Analysis conducted by IT consultant, Novus Insight. He explained that, upon their recommendation the ISO 27001 standard was identified as the benchmark against which CMEEC’s current cybersecurity program would be measured, with the end result being a gap analysis. The gap analysis identified up to ten recommendations for CMEEC to implement. Member Representative Peil explained that once the selected recommendations have been implemented, CMEEC will be positioned to initiate a Cybersecurity audit, predicted for late 2022. Member Representative Peil added that a special meeting of the Audit Committee is being planned for the second week of January 2021 to discuss and select the area for the 2021 internal audit. H Competitive Supply Customers Final Report Ms. Meek walked the Board through the slide deck that was provided in advance of today’s meeting addressing a final report on CMEEC’s providing electric supply to the Massachusetts municipal aggregations from 2014 – 2019. She explained that with all revenue and expense items being finalized and all related regulatory matters now being fully addressed, the funds previously reserved and not credited to margin would be deposited into the December margin fund and credited to the Member’s rate stabilization funds. I MEU Roundtable At Chair Barber’s request, the Member Utilities provided an update on the impact of Covid-19 at their respective utilities. Mr. Meisinger also provided his update stating that CMEEC staff continue to work remotely with employees coming to the office on an as- needed basis and with Covid protocols in place. Mr. Meisinger reminded the Board that there are four Regular Committee meetings scheduled for January and one Special Committee meeting being planned for the Audit Committee. He stated that each Committee will also review their Charters and Self- Evaluations at those first meetings. Mr. Meisinger noted that the Compensation Committee is also scheduled to meet on January 12, 2021 with a discussion planned to review Board compensation levels. J New Business Ms. Kipnis walked the Board through an update on the lawsuit challenging the denial of CMEEC’s claim under a D&O policy by National Union Life Insurance Co., CMEEC’s D&O insurance carrier. She reminded the Board that the federal district judge in the matter recommended mediation. The parties agreed to undertake mediation, and that it will take place on January 19, 2021 via Zoom She added that Attorney Michael McCormack, Ms. Kipnis, Mr. Meisinger and Mr. Kevin Barber will participate. Ms. Kipnis explained that a full report will be provided to the Board at its meeting on January 28, 2021, however she informed them that action may need to be taken prior to that meeting. Ms. Kipnis also provided an update on the ISO-Internal Market Monitor (ISO-IMM) Behind the Meter report provided to the Risk Management Committee at the August 27, 2020 Board of Directors’ meeting and subsequently reported to the Board. She reminded the Board that in its quarterly report, the ISO-IMM opined that certain Behind the Meter generation was being excluded from the monthly load reporting by market participants in violation of the ISO-NE transmission tariff. She explained that a ISO-NE Transmission Committee met and identified a solution which includes amending the tariff to clearly allow for this practice. She informed that Board that the next steps including a vote to approve at various Committees that will take place in January or February and a FERC filing in April to change the tariff. There being no further business to come before the Board, Chair Barber entertained a motion to adjourn. A motion was made by Member Representative Godley, seconded by Member Representative Scott Barber to adjourn. Motion passed unanimously. 20-12-03 The meeting was adjourned at 11:11 a.m.