By: Sylene Argent, Local Journalism Initiative Reporter, Essex Free Press
After speaking to the matter for nearly an hour, Essex Council followed staff’s recommendation to provisionally adopt an ENWIN Utilities Ltd. Board and Advisory Committee Appointment Policy during the December 1 meeting.
Final reading and adoption will be considered at the December 13 meeting. The suggestions for appointment can be brought forward at that time, as well.
When the Town of Essex met with potential suitors regarding the sale or merger of E.L.K. Energy in late 2024, the Town tried to encourage value-added pieces into the Purchase and Sale Agreement, Joe Malandruccolo, Director of Legal and Legislative Services/Clerk, explained.
The Town was able to procure an Advisory Committee, which acts as a liaison between the purchaser of the E.L.K. shares and the Town of Essex. Another was the ability to have a member appointed to the purchasers’ Board of Directors.
“This is extremely rare. It is not something that you would ever normally see in a transaction, but it was something very persuasive to the Town and something that is a very good perk for the Town to have,” Malandruccolo said.
In negotiating those two things, the Town entered into an agreement of Purchase and Sale with ENWIN Utilities, whose parent Company is Windsor Canada Utilities Limited. As part of that, there were two standalone agreements that related to the purchase agreement:
- The Local Community Commitment Agreement – which outlines a local community contribution that ENWIN will provide to E.L.K.’s service territories and how those funds will be allocated. This will provide five-years of funding to community initiatives in E.L.K. service territories, which is part of Essex, Lakeshore, and Kingsville, to the tune of around $70,000 per year. That Advisory Committee will make funding recommendations to ENWIN and will report to Council annually to share how the funding was allocated.
- The Governance Nomination Agreement – which outlines the requirements and parameters around the Town of Essex nominating one appointee to the ENWIN Board of Directors. Council, through the Clerk will make the appointment known to Windsor Canada Utilities Limited, which will then vet the candidate to ensure they are an acceptable nominee as far as the skills and experience required of Board members. The seat will exist for 10-years.
Malandruccolo further outlined the Mayor – followed by Deputy Mayor, Council member, then resident – is the preferred choice for the Board Nominee. If the Mayor is qualified as a candidate, the Clerk and CAO will explain that to Council, and Council can make the appointment. If not, it can then move on to the Deputy Mayor, etc.
There will be an initial one-year term with successive four-year terms, coinciding with Council Terms.
He added the policy will also detail the process for the removal or reappointment of the person, if they put the Town or Windsor Canada Utilities into dis-representation, or are not fulfilling their duties as required.
In terms of the Advisory Committee, the Clerk will issue the call for applicants, and in consultation with the CAO provide five names for Council to consider. The preference will be that all five candidates be customers of E.L.K/ENWIN, and that each service territory of Essex, Lakeshore, and Kingsville are represented by one member. The initial term is one-year, with the second term for four-years. That allows for reappointment or removal. That will fulfill the Advisory Board’s five-year term. The Board Member cannot be an Advisory Committee member.
In answering Councillor Joe Garon’s question on which members get paid for their role, Malandruccolo noted the member appointed to the ENWIN Board will get paid the same as the rest of the Board. The Advisory Committee members are unpaid.
Both Councillor Rodney Hammond and Katie McGuire-Blais voiced concerns over wanting to appoint the best person for the ENWIN Board position, instead of someone on Council.
The Mayor and Deputy Mayor “with all due respect, were part of a board that we sold.”
The best person is not necessarily someone on Council. It is a position that should be filled based on credentials, not their name, McGuire-Blais said.
“I don’t know why we would just put somebody in this seat because they were elected; they won a popularity contest in Essex,” she added.
Malandruccolo said Essex has two Council members who are directly connected to administration and Council and have experience qualified for the Board seat. He said if the title is unqualified as per Windsor Canada Utilities criteria, they are disqualified. Qualifications are at the forefront.
“That’s not how this reads,” McGuire-Blais retorted.
If a lay person is selected, that benefit of someone on Council having a direct link to Council and Town administration is removed.
CAO Kate Giurissevich added the ENWIN Board has reps from Windsor Council, in addition to CPAs and accountants. Essex wants to make sure it is politically represented in addition to this Board member being qualified.
Conversely, Councillor Kim Verbeek said having the Mayor or Deputy Mayor – who were part of the team that navigated E.L.K. through some pretty challenging waters – have the best background on the file and vested interest in the wellbeing of the corporation.
The Mayor and Deputy Mayor did the work to get this ten-year position, which will defend the needs of local residents, Verbeek said. She didn’t expect any opposition to the policy because to her it made absolute sense.
Deputy Mayor Rob Shepley said he and Bondy received training at E.L.K. he does not believe took place prior on that Board. The Mayor and Deputy Mayor were to sit on the E.L.K. Board via By-Law.
He gave it a lot of thought, but supported it because of that training they received. He was unsure if anyone would be able to just jump in and fill the seat in the same fashion.
“I have quite a bit of intimate knowledge on E.L.K., and I’m learning and getting a lot of relationships at ENWIN,” Bondy said, adding she has been in the thick of this file for years.
“My job is to keep everyone informed, and that is something I do,” she said.
The ENWIN Board is full of talented individuals,” Bondy added. It has politicians, so they can keep their municipalities in the know. This will add a voice to their Board.
She believes she and Shepley are adequately qualified.
Councillor Joe Garon had concerns that if Bondy is not around next term, and the next Mayor is not qualified to sit on the Board, that person will get it because he said it will be hard to pass over the Mayor.
Malandruccolo said the concerns raised were valid. Anyone on Council with concerns can meet with him over the next week to see if the wording can be adjusted. He already had a few ideas in mind, based on the conversations had.
The ENWIN Board meets in February and Council would want their member appointed before that.
McGuire-Blais later motioned to defer a decision on the policy to give Council the chance to provide feedback to administration, who would then return with a policy everyone could be in agreement with. She wanted the policy rewritten.
She said her previous comments were not a personal attack on anyone on Council. It has to do with not knowing who will be sitting around the Council table a year from now. Perhaps it can be someone from Council or administration first, then a lay person.
Hammond, Shepley, and Garon supported, with the remainder of Council opposed. It failed.
Verbeek then motioned to support administration’s recommendations, which was to provisionally adopt the policy. To pass, 2/3rds of Council support was needed. Hammond was the only one to oppose.