CT Municipal Electric Energy Cooperative CMEEC

MINUTES OF THE REGULAR MEETING OF THE JOINT RISK MANAGEMENT COMMITTEE OF THE BOARDS OF DIRECTORS OF CONNECTICUT MUNICIPAL ELECTRIC ENERGY COOPERATIVE AND CONNECTICUT TRANSMISSION MUNICIAL ELECTRIC ENERGY COOPERATIVE January 18, 2024 A Regular Meeting of the Joint Risk Management Committee of the Boards of Directors of Connecticut Municipal Electric Energy Cooperative (“CMEEC”) and Connecticut Transmission Municipal Electric Energy Cooperative (“CTMEEC” dba Transco) was held via Zoom on Thursday, January 18, 2024 at 10:00 a.m. The meeting was legally noticed in compliance with Connecticut General Statutes and all proceedings and all actions hereafter recorded occurred during the publicly open portions of the meeting. The following Committee Members participated: Bozrah Light & Power: William Ballinger Groton Utilities: Ronald Gaudet Jewett City Department of Public Utilities: Louis Demicco, Kenneth Sullivan Norwich Public Utilities: Christopher LaRose Norwich Municipal Representative: David Eggleston South Norwalk Municipal Representative: Dawn DelGreco Third Taxing District, East Norwalk: Kevin Barber East Norwalk Municipal Representative: Pete Johnson The following Non-Voting Members participated: Bozrah Light & Power: Scott Barber Groton Municipal Representative: Mark Oefinger Jewett City Municipal Representative: George Kennedy Norwich Public Utilities: Robert Staley The following CMEEC Staff participated: Dave Meisinger, CMEEC CEO Michael Cyr, CMEEC Director of Portfolio Management Candice DiVita, CMEEC Financial Analyst Richard Gaudet, Principal Modeling & Performance Analyst The following CMEEC Staff participated (Cont’d): Margaret Job, CMEEC Paralegal and Compliance Manager Patricia Meek, CMEEC Director of Finance & Accounting Joanne Menard, CMEEC Controller Michael Rall, CMEEC Director of Asset Management Gabriel Stern, CMEEC Director of Technical Services Heidi Winnick, CMEEC Financial & Treasury Analyst Others participated: Jeff Brining, Norwich Public Utilities David Silverstone, Esquire Municipal Electric Consumer Advocate Ms. Job recorded. Committee Chair Ronald Gaudet called the meeting to order at 10:00 a.m. noting for the record that today’s meeting is being held telephonically and via Zoom. He explained that participants should keep their devices on mute unless speaking to eliminate background noise and state their name when speaking for clarity of the record. Specific Agenda Item A Public Comment Period No public comment was made. B Roll Call Ms. Job conducted roll call. Committee Chair Gaudet confirmed a quorum of the Committee was present. C Selection of Joint Risk Management Committee Chair Committee Member LaRose nominated Committee Chair Gaudet to serve as Chair of the Joint Risk Management Committee for the year 2024. No other nominations were made. A motion was made by Committee Member LaRose, seconded by Committee Member Barber to appoint Committee Chair Gaudet to serve as the Joint Risk Management Committee Chair for the year 2024. Motion passed unanimously. D Approve the Minutes of the Regular October 19, 2023 Meeting of the Joint Risk Management Committee A motion was made by Committee Member Ballinger, seconded by Committee Member Johnson to Approve the Minutes of the Regular October 19, 2023 Meeting of the Joint Risk Management Committee. Motion passed unanimously. E Review of Risk Management Committee Charter Committee Chair Gaudet noted that no new Committee members are on the slate for 2024 and proceeded to walk the Committee through the Charter. He discussed pages 3 and 4 of the Charter highlighting the Committee’s responsibilities. Mr. Meisinger added that a number of the Strategic Plan initiatives, including development of metrics reported to the Board and the Due Diligence and Decarbonization policies, which came out of the Strategic Plan approved by the Board in 2020, have gone through or have been tracked by this Committee as part of its ongoing responsibilities. He added that this Committee’s notable responsibility is the proper administration of the Enterprise Risk Management Policy (ERMP) which will be discussed later in today’s meeting. Mr. Meisinger added that CMEEC staff are not recommending changes to the Charter. Lengthy discussion followed related to this Committee’s investigation and oversight of current and proposed projects. F Review Results of the Joint Risk Management Committee Self-Evaluation Committee Chair Gaudet walked the Committee through the results of their Self- Evaluation noting that the majority of the topics received overall scores of outstanding. Brief discussion followed. G Discussion of Joint Risk Management Committee Goals for 2024 Committee Chair Gaudet walked the Committee through the list of goals developed during the Committee Self-Evaluation. Upon his inquiry about the frequency this Committee reviews projects, Mr. Meisinger noted that project pro formas are reviewed for each project at least once every two years, and that monthly and year-to-date project performance are regularly reported to the Board as part of the monthly Board meeting packet. Committee Chair Gaudet sought this Committee’s input on the timing of involvement by CMEEC and /or the MEUs on government led initiatives, including electric vehicle infrastructure and associated cost. Discussion followed. H Proposed Executive Session pursuant to C.G.S. Section 1-200(6)(E) and 1-210(b)(5) to Discuss Potential Modifications to CMEEC Enterprise Risk Management Policy (ERMP) as well as the Status of Recent Efforts Regarding Potential New and Existing Projects. The Committee agreed with Mr. Silverstone’s suggestion that staff create a public version or summary of the ERMP after any upcoming changes are finalized and approved by the Board. A motion was made by Committee Member Johnson, seconded by Committee Member LaRose to enter Executive Session. The basis for entering Executive Session is as noted above. Members of the Committee, as well as non-voting members present, CMEEC staff in attendance and Mr. Silverstone remained. The Committee entered Executive Session at 10:47 a.m. with instructions to return to Public Session upon completion of discussion in Executive Session. The Committee re-entered Public Session at 11:57 a.m. A motion was made by Committee Member Barber, seconded by Committee Member Johnson to present the ERMP in both redline and clean version to the Board of Directors for their review with a possible vote to Approve it in the form presented at its meeting on January 25, 2024. Motion passed unanimously. I New Business There was no new business. J Adjourn A motion was made by Committee Member DelGreco, seconded by Committee Member Eggleston to adjourn. Motion passed unanimously. The meeting was adjourned at 11:58 a.m.