Feb 26, 2024 Human Resources and Governance Committee Meeting

[00:00:02]

[1. Call General Session to Order]

THIS IS PEGGY HAGG, CHAIR OF THE HUMAN RESOURCES AND GOVERNANCE COMMITTEE, AND WELCOME TO THE FEBRUARY 26TH, 2024 HUMAN RESOURCES AND GOVERNANCE CO COMMITTEE MEETING.

I HEAR ROCK CALL.

THIS MEETING TO ORDER.

THIS MEETING IS BEING WEBCAST LIVE TO THE PUBLIC ON ERCOT WEBSITE.

BEFORE WE BEGIN, UH, I GUESS WE DON'T HAVE PUC COMMISSIONERS HERE, SO WE DON'T NEED TO CALL A COMMISSION MEETING.

THE FIRST ORDER

[2. Notice of Public Comment, if Any]

NOTICE OF PUBLIC COMMENT, IF ANY.

TODAY'S MEETING AGENDA WAS POSTED PUBLICLY ON FEBRUARY 19TH AND PROVIDED INSTRUCTIONS FOR THE PUBLIC FOR COMMENTING IN PERSON.

TO DATE, NO ONE HAS EXPRESSED INTEREST IN COMMENTING.

IS THAT STILL CORRECT, CHAD? THAT IS CORRECT.

CHAIR.

THANK YOU.

NEXT

[3. December 18, 2023 General Session Meeting Minutes]

DECEMBER 18TH, 2023.

GENERAL SESSION MEETING MINUTES.

UH, THERE'S A DRAFT IN YOUR, UM, BOARD MATERIALS.

DOES ANYONE HAVE ANY COMMENTS ON THE, UH, MINUTES OR WOULD LIKE TO MAKE A MOTION? THANK YOU, BILL AND JOHN.

JOHN, SECOND.

OKAY.

ALL IN FAVOR? AYE.

ANY OPPOSED OR ABSTENTIONS? THE MOTIONS UNANIMOUSLY PASSED.

THANK YOU.

NEXT UP

[4. Annual Review of Board Committee Charters and Membership]

THE HRG COMMITTEE HAS REVIEWED THE CHARTERS OF EACH BOARD COMMITTEE AND FOUND THE SCOPES ARE ADEQUATE.

UH, COMMITTEE MEMBERSHIP WAS EVALUATED IN AUGUST OF 2023, AND I'D RECOMMEND THAT WE EVALUATE MEMBERSHIPS LATER IN THE YEAR, UH, SO THAT WE HAVE MORE EXPERIENCE WITH THE, THE NEWLY CONSTITUTED COMMITTEES.

UNLESS ANYONE HAS ANY, UH, COMMENTS OR QUESTIONS ON THAT, WE'LL MOVE ON.

OKAY.

NEXT

[4.1 Recommendation regarding Committee Charter]

BEFORE GETTING STARTED ON THAT, I KNOW WE GOT SEVERAL ITEMS ON THE AGENDA THAT ARE ADMINISTRATIVE IN NATURE THAT ARE REQUIRED BY OUR CHARTER, AND, UH, WE WILL JUST KIND OF QUICKLY MOVE THROUGH THOSE UNLESS SOMEBODY WANTS TO CALL, CALL ONE AND ITEM OUT AND TALK ABOUT IT.

UH, AGENDA ITEM 4.1 IS RECOMMENDATION REGARDING, UH, COMMITTEE CHARTER, WHICH IS OUR ANNUAL REVIEW OF THE HRG COMMITTEE.

CHARTER ERCOT LEGAL RECOMMENDS SOME MINOR REVISIONS, UH, TO THE CHARTER, UH, INCLUDING, UH, IN RECOGNITION OF THE FACT THAT THE AUDIT COMMITTEE, UH, REVIEWS THE AUDIT OF THE 401K, UH, MOVING THAT OUT OF THE HR AND G COMMITTEE CHARTER TO AVOID DUPLICATION OF EFFORTS.

UH, THERE'S A RED LINE OF THE PROPOSED REVISIONS IN THE MEETING MATERIALS.

DOES ANYONE HAVE ANY COMMENTS ON THE REVISED CHARTER OR, UH, WOULD LIKE TO MAKE A MOTION? ALL THANK YOU.

BILL MOVES.

SECOND, JOHN.

THANK ALL IN FAVOR.

AYE.

ANY OPPOSED OR ABSTENTIONS? THE, THE MOTION WAS UNANIMOUSLY PASSED.

[Items 5. - 5.3]

THE BYLAWS REQUIRE, UH, THE ANNUAL BOARD ELECTION OF THE CEO AND RATIFICATION OF THE OFFICE OFFICERS.

UH, STAFF ALSO RECOMMENDS THAT THE BOARD RATIFY THE OFFICERS OF THE TWO SECURITIZATION RELATED SPECIAL PURPOSES ENTITIES.

THE MEETING MATERIALS INCLUDE THREE PROPOSED RECOMMENDATIONS, UH, FROM THE HRG COMMITTEE TO THE BOARD.

THESE ARE LISTED ON THE ITEM, UH, THE AGENDA AS ITEMS 5.1, 5.2, AND 5.3, BUT WE CAN TAKE THE THREE ITEMS UP TOGETHER FOR ONE VOTE.

UNLESS THERE ARE ANY COMMENTS ON THIS, I'D ENTERTAIN A MOTION TO RECOMMEND THAT THE BOARD ELECT PABLO VEGAS AS PRESIDENT AND CEO OF ER, ERCOT AND RATIFY THE OFFICERS OF ERCOT AND THE TWO SPECIAL PURPOSE ENTITIES FOR 2024 IS SET FORTH IN THE MATERIALS.

MOTION OR COMMENTS? I'LL THANK YOU BILL.

IS IT A SECOND? LINDA? THANK YOU.

ALL IN FAVOR? AYE.

ANY OPPOSED? ABSTENTIONS.

THE, THE MOTION WAS UNANIMOUSLY PASSED.

[6. Recommendation regarding 2025 ERCOT Board Meeting and Annual Meeting Schedule and Date Change for 2024 Annual Meeting of Members]

[00:05:01]

THE BOARD ANTICIPATES HAVING FIVE MEETINGS AND STAFF HAS, UM, SOLICITED THE, THE, UH, BOARD MEMBERS TO COME UP WITH DATES AND WE'VE GOT SOME DATES IN THE PROPOSED MATERIALS THAT WE THINK OF WORKS FOR MOST OF THE BOARD, YOU KNOW, AND THAT THOSE ARE SET FORTH ON THIS SLIDE REGARDING THE DATE FOR THE 2024 ANNUAL MEETING.

LET'S SEE.

DO YOU HAVE A SLIDE ON THAT? THE STAFF IS PROPOSING TO MOVE THAT DATE BY ONE DAY.

WE HAD SET THE DATE PREVIOUSLY FOR THE 2024 ANNUAL MEETING OF THE MEMBERS FOR DECEMBER 3RD, UH, CONSISTENT WITH THE PRACTICE THAT WE HAD THIS YEAR.

WE'RE, WE'RE RECOMMENDING TO MOVE THAT BY ONE DAY DECEMBER 2ND, SO THAT THE ANNUAL MEETING IS THE DAY OF THE COMMITTEE MEETINGS.

UH, THE FIRST DAY WE GET TOGETHER IN DECEMBER AS OPPOSED TO THE SECOND DAY.

AND WE'RE GENERALLY PROPOSING TO FOLLOW THE SAME FORMAT.

SO I'LL ENTERTAIN A MOTION TO APPROVE THE 2025 MEETING SCHEDULE AND DATE CHANGE FOR THE 2024 ANNUAL MEETING.

DO YOU HAVE A MOTION, JOHN? BILL SECOND.

ALL IN FAVOR? AYE.

ANY OPPOSED OR ABSTENTIONS? THE MOTIONS UNANIMOUSLY PASSED AND I'D LIKE TO WELCOME, UH, CHAIR CHAIRMAN OF THE PUC THOMAS GLEASON TO OUR MEETING, AND I THINK WE STILL DON'T HAVE A QUORUM, SO WE DON'T NEED TO CALL A MEETING.

[7. 2024 Objectives and Key Results (OKRs)]

UH, THE 2024 OBJECTIVES AND KEY RESULTS.

ADAM MARTINEZ WILL BE PRESENTING.

ADAM, GOOD AFTERNOON.

GOOD AFTERNOON.

I'M HAPPY TO BE HERE FOR MY FIRST OPPORTUNITY TO PRESENT TO YOU AS THE VICE PRESIDENT OF ERCOT.

UH, AT BEGINNING IN JANUARY, I AM NOW THE VICE PRESIDENT OF ENTERPRISE RISK AND STRATEGY.

AND UNDER THE STRATEGY UMBRELLA, WE ARE RESPONSIBLE FOR DEVELOPING ERHART STRATEGIC PLAN AND THE ANNUAL OBJECTIVE AND KEY RESULTS AND SHORT TERM INCENTIVE GOALS THAT SUPPORT THAT PLAN.

UM, SO TODAY I'M GONNA COVER THE 15 OBJECTIVE AND KEY RESULTS FOR 2024.

YOU GOT A PREVIEW OF THESE, UM, OKRS IN DECEMBER.

SINCE THAT TIME, NOTHING HAS CHANGED, SO SOME OF THIS WILL BE VERY, VERY FAMILIAR TO YOU, BUT IT IS AN OPPORTUNITY TO PRESENT THE FINAL ONES TO YOU TODAY AS WE PREPARE TO ENTER MORE DIRECTLY INTO 2024 RESULTS.

OH, THANK YOU.

SO OUR 2024 THROUGH 2028 STRATEGIC PLAN WAS APPROVED AND PUBLISHED LAST YEAR.

THERE WERE THREE MAIN OBJECTIVES THAT THAT STRATEGIC PLAN, UM, PROVIDED.

RELIABILITY AND RESILIENCE IS THE FOCUS OF THE FIRST OBJECTIVE AND IT'S TO BE AN INDUSTRY LEADER FOR THAT.

THE SECOND ONE IS ENHANCING THE REGION'S RES UH, COMPETITIVENESS WITH HOSTEL RATES AND RETAIL PRICES.

AND THEN LASTLY, THE THIRD ONE IS REALLY INTERNALLY FOCUSED.

IT'S POSITIONING ERCOT INC.

THE COMPANY AS AN INDUSTRY EXPERT AND AN EMPLOYER OF CHOICE.

SO THE OKRS THAT WE DEFINE FOR THIS YEAR ARE REALLY, UH, OPPORTUNITIES TO ADVANCE THESE OBJECTIVES AS PART OF OUR STRATEGIC PLAN.

SO LET'S DIVE INTO THESE A LITTLE MORE IN SUPPORT OF OBJECTIVE ONE, WHICH IS GRID RELIABILITY AND RESILIENCE.

THERE ARE SEVEN OKRS DEFINED FOR THAT, AND ALL OF THESE ARE PRIMARILY FOCUSED ON ADVANCING MARKET DESIGN INITIATIVES THAT ARE KEY TO ERCOT OPERATIONS IN THE REGION AND CYBERSECURITY AS WELL.

SO ON INVERTER BASED RESOURCES, THE FOCUS SCENARIO IS ON REQUIREMENTS THAT WILL FACILITATE THE OPERATION OF NEW EXISTING GENERATION AND LOAD RESOURCES FOR LARGE FLEXIBLE LOADS.

WE'RE LOOKING TO ESTABLISH REQUIREMENTS FOR THAT, INCLUDING MODEL QUALITY AND TESTING REQUIREMENTS.

IN SUPPORT OF THAT, YOU'VE HEARD A LOT ABOUT THE RELIABILITY STANDARD.

WE'VE GOT AN OKR THAT SUPPORTS OUR ADVANCEMENT WITH THAT.

THE FOCUS FOR THIS

[00:10:01]

ON THE ENERGY STORAGE RESOURCES FRONT, THE FOCUS FOR 2024 IS WE WANT TO IMPLEMENT NPRR NODAL PROTOCOL REVISION REQUEST 1186.

THAT PROVIDES CAPABILITIES, STATE OF CHARGE CAPABILITIES THAT WILL SUPPORT ESRS, UM, TRANS ON THE TRANSMISSION PLANNING FRONT, WE WANNA MODERNIZE TRANSMISSION PLANNING PROCESSES AND PART OF THAT IS INCLUDING, UM, ADDRESSING CAPABILITIES WITHIN TRANSMISSION PLANNING CASES.

LASTLY, FOR FROM A MARKET DESIGN PERSPECTIVE, THE PERFORMANCE CREDIT MECHANISM, THAT CONTINUES TO BE A GOAL FOR US TO DELIVER A STRAW MAN THIS YEAR THAT WILL HELP DICTATE AND PROVIDE STRATEGY FOR IMPLEMENTATION IN 2025.

LASTLY, WE CAN'T, UM, MINIMIZE HOW IMPORTANT CYBERSECURITY AWARENESS AND, UH, CAPABILITIES ARE FOR ERCOT.

SO IN 2024, WE WANNA CONTINUE TO ENHANCE THE AWARENESS WITH ERCOT STAFF, UH, WITH PHISHING EXERCISES FOCUSED ON THAT.

ANY QUESTIONS ON THESE OKRS THAT SUPPORT OBJECTIVE ONE BEFORE WE MOVE, WE MOVE FORWARD? ALL RIGHT.

ON THE ECONOMIC COMPETITIVE COMPETITIVENESS OBJECTIVE, THERE ARE FOUR OKRS THAT SUPPORT THAT.

UM, YOU'VE HEARD A LOT ABOUT RTC, REAL-TIME, CO-OP OPTIMIZATION AND BATTERY, UH, PROGRAM THAT REMAINS A PRIORITY FOR THE COMPANY AND WE WANNA CONTINUE TO PRIORITIZE THE DELIVERY OF KEY MILESTONES THIS YEAR THAT SUPPORT THE DELIVERY OF THOSE CAPABILITIES IN, UH, 2026.

THE DISPATCHABLE RELIABILITY RESERVE SERVICE IS ALSO A KEY DELIVERY FOR THIS YEAR.

UM, AS YOU KNOW, WE'VE BEEN, UH, DIRECTED TO, UM, DELIVER THAT AND WE WANT TO CONTINUE TO, UH, PROVIDE SUPPORT FOR DELIVERY OF THAT STANDALONE, UH, CAPABILITY.

THIS HAS COME UP, UH, IN OTHER DISCUSSIONS, BUT WE REALLY WANT TO FOCUS THIS YEAR ON ADVANCING ERCOT CAPABILITIES WITH QUALITY ASSURANCE AND CONTINUOUS IMPROVEMENT.

UM, WE'VE DONE AN, UH, AN EXERCISE ALREADY THIS YEAR THAT PROVIDED SOME VALUE STREAM MAPS FOR THE ORGANIZATION AND LEVERAGING THAT, UH, INFORMATION, WE WILL FOCUS ON WHERE WE CAN IMPROVE THOSE VALUE STREAMS AND CONTINUE TO ENSURE THE VALUE THAT THOSE STREAMS ARE PROVIDING.

AND LASTLY, WE WANT TO IMPLEMENT MILESTONES TO REDUCE TREASURY COMPLEXITIES.

THIS IS PRIMARILY FOCUSED ON AUTOMATION AND INTEGRATION CAPABILITIES THAT KEY PROJECTS WE'LL DELIVER.

ANY QUESTIONS ON THE OBJECTIVE? TWO OKRS.

OKAY, AS I SAID EARLIER, UH, OBJECTIVE THREE IS REALLY FOCUSED INTERNALLY ON INC.

UM, AND WE'VE GOT FOUR OKRS THAT ARE SUPPORTING.

UH, WHAT WE WANT TO ACHIEVE WITH THIS OBJECTIVE THIS YEAR.

ONE IS, UH, INCREASING STAFF PARTICIPATION AND ENGAGEMENT IN ACADEMIC AND INDUSTRY FORUMS. UH, THIS IS IN SUPPORT OF ESTABLISHING OURSELVES AND OUR STAFF AS INDUSTRY LEADERS.

UM, AND THEN WE WANT TO CONTINUE TO ENHANCE OUR DIGITAL CHANNEL CAPABILITIES AS WELL.

UM, WE'VE GOT INITIATIVES THIS YEAR THAT ARE FOCUSED ON IMPROVEMENTS TO OUR MOBILE APP, UM, THE PUBLIC WEBSITE AND AS WELL AS INCREASING SELF-SERVICE CAPABILITIES FOR MARKET PARTICIPANTS AND THE PUBLIC.

YOU'VE HEARD A LOT ABOUT GRID TRANSFORMATION.

UM, WE'VE GOT SOME KEY, UH, MILESTONES THAT WE WANT TO ACHIEVE IN SUPPORT OF THAT THIS YEAR.

UM, NONE THE, NOT THE LEAST OF WHICH IS OUR FIRST, UH, UH, INNOVATION SUMMIT, WHICH IS SCHEDULED FOR MAY, MAY OF THIS YEAR.

BUT ALSO WE WANNA IDENTIFY, UH, INITIATIVES THAT WILL ADVANCE OUR COS POSITION IN LEVERAGING THOSE CAPABILITIES THAT TRANSFORMATION AND AUTOMATION PROVIDE TO, TO THE COMPANY.

LASTLY, WE WANNA SEEK TO ELEVATE T'S CULTURE OF EXCELLENCE AND POSITION OURSELVES AS AN EMPLOYER OF CHOICE.

IN SUPPORT OF THAT, WE'VE GOT THREE KEY SUB INITIATIVES.

ONE IS WE WANT TO, UM, ESTABLISH THINK TANKS OR FORUMS WHERE ERCOT STAFF

[00:15:01]

WE ALSO WANNA INCREASE PROFESSIONAL TRAINING OPPORTUNITIES FOR STAFF AND ALSO ESTABLISH NON-MONETARY RECOGNITION PROGRAMS. SO ANY QUESTIONS ON THE 2024 OKRS? THIS IS THE LAST OF THE 15.

ALL RIGHT, IN EXECUTIVE SESSION I'LL BE PROVIDING MORE DETAIL ON THE SHORT TERM INCENTIVES FOR THIS YEAR AND ASKING FOR YOUR RECOMMENDATION ON THOSE.

THANK YOU.

THANK YOU ADAM.

NEXT, UH,

[Items 8 & 9]

OKAY, THANK YOU CHAIR.

BOTH ITEMS ARE FOR DISCUSSION.

SO ITEM EIGHT IS AN ANNUAL CHARTER REQUIREMENT WHERE THE COMMITTEE REVIEWS ITS DIRECTOR'S AGREEMENT ALONG WITH THE EMPLOYEE ETHICS AGREEMENT.

UH, AS INDICATED IN THE MEMO, THE BOARD ACTUALLY CHANGED THE DIRECTOR'S AGREEMENT LAST YEAR, SO WE'RE NOT RECOMMENDING ANY CHANGES TO THE CURRENT DIRECTOR AGREEMENT.

UH, IF YOU RECALL, THERE WAS A LOT OF DUPLICATIVE LANGUAGE ASSOCIATED WITH THE BYLAWS, SO WE ARE ABLE TO STREAMLINE THE DIRECTOR'S AGREEMENT AND REFERENCE BACK TO THE BYLAWS.

UH, OF COURSE WE WILL MOVE FORWARD TO HAVE ALL THE DIRECTORS SIGN THEIR DIRECTOR AGREEMENT HERE AFTER THIS BOARD CYCLE.

AND WE DO POST ALL THE DIRECTOR ETHICS AGREEMENTS ON ERCOT WEBSITE FOR THE PUBLIC VIEWING FOR THE EMPLOYEE AGREEMENT.

UH, ALTHOUGH IT HASN'T BEEN REVISED IN THE LAST COUPLE YEARS, IT WAS LAST REVISED IN 2018.

WE DON'T BELIEVE THAT THERE ARE ANY NECESSARY CHANGES FOR THE EMPLOYEE ETHICS AGREEMENT AS WELL.

UH, JUST A REMINDER TO COMMITTEE MEMBERS AND BOARD MEMBERS, WE DO DO A ANNUAL ETHICS TRAINING, WHICH REQUIRES ALL THE EMPLOYEES TO RESIGN THEIR ETHICS AGREEMENT EVERY YEAR.

UH, THAT'S TYPICALLY IN THE SEPTEMBER TIMEFRAME AND THEY'RE ON THE CLOCK TO DO THAT ETHICS TRAINING AND ALSO EXECUTE THE, UH, EMPLOYEE ETHICS AGREEMENT.

AND THEN INTERNAL AUDIT DOES COME THROUGH AND AUDIT THE ETHICS PROGRAM EVERY YEAR AS WELL.

SO WITH THAT, I'LL TAKE ANY QUESTIONS.

THANK YOU, CHAD.

NEXT STEP IS AGENDA ITEM 10.

FUTURE AGENDA ITEMS. MAR WELL, SORRY, I WANTED TO COMPLETE ITEM NUMBER NINE, IF YOU DON'T MIND.

SURE, YEAH.

YEAH.

SO BOARD POLICIES.

YEAH, I, ITEM NINE IS THE, UH, DISCUSSION ON THE BOARD POLICIES AND PROCEDURES.

UH, YOU, AGAIN, YOU HAVE A MEMO FROM ME ALONG WITH SOME PROPOSED AMENDMENTS TO THE BOARD POLICIES AND PROCEDURES.

AND REALLY THERE'S THE HOST OF CHANGES WE'VE WORKED WITH WITH PEGGY ON THESE.

UH, THEY DEAL WITH SOME CLEANUP ITEMS THAT WE THINK PROVIDE SOME ADDITIONAL CLARITY, BUT I THINK MOST IMPORTANTLY, AS WE'VE SEEN HOW THE STAKEHOLDERS INTERACT WITH THE R AND M COMMITTEE AND THE BOARD, WE WANNA PROVIDE SOME CLARITY AND PROCESS IMPROVEMENTS WHEN YOU'RE DEALING WITH NON UNANIMOUS REVISION REQUESTS.

AND SO IN THIS DOCUMENT YOU HAVE THOSE PROPOSED AMENDMENTS.

OUR SUGGESTION IS THAT WE WOULD GO TO THE TECHNICAL ADVISORY COMMITTEE IN MARCH AND GETTING ADDITIONAL FEEDBACK FROM TAC MEMBERS AND THEN BRING THIS BACK TO HR AND G FOR A VOTING ITEM THAT WOULD BE RECOMMENDED TO THE BOARD.

AND REALLY WHAT WE'RE TRYING TO DO IS DRIVE CLARITY AND EFFICIENCY IN THE DISCUSSION PROCESS BETWEEN R AND M AND THE BOARD TO AVOID KIND OF DDU DUPLICATIVE DISCUSSIONS WHERE THAT MAY LEAD TO ADDITIONAL TIME THAT'S NOT REALLY NECESSARY WARRANTED.

SO THAT'S WHAT YOU'LL SEE IN THESE PROPOSED AMENDMENTS MAINLY.

AGAIN, THERE'S SOME OTHER, UH, PROCESS IMPROVEMENTS AS WELL THROUGHOUT THE DOCUMENT.

AND THIS IS OBVIOUSLY A DOCUMENT WITHIN THE BOARD'S PURVIEW JUST REQUIRES A BOARD VOTE WHEN, WHEN WE MAKE THESE CHANGES.

SO AGAIN, JUST FOR DISCUSSION TODAY, AND WE'LL BRING THIS BACK AS A VOTING ITEM AT THE APRIL HRG COMMITTEE MEETING.

CHAD, I THINK IT'S AN IMPORTANT PROCESS.

YOU TAKE THIS BACK TO TAC AND IT AND IT WILL FACILITATE THE DISCUSSION AND DECISION MAKING IF WE CAN, UH, COME TO AGREEMENT WITH TAC ON WHAT THE PROCESS WILL BE SO THAT WE HAVE A, A VERY, UH, LIVELY, UH, STAKEHOLDER PROCESS AND THAT WE HAVE A PROCESS WHERE WE CAN GET THE COMMENTS FROM THE STAKEHOLDERS, UH, SO THAT EVERYONE KNOWS WHAT THEIR POSITIONS ARE WHEN THE BOARD MAKES THEIR DECISIONS.

AND SO WE REALLY WANNA ENCOURAGE

[00:20:01]

THANK YOU.

NOW,

[10. Future Agenda Items]

THANK YOU AND GOOD AFTERNOON FOR THE UPCOMING APRIL HRG COMMITTEE MEETING.

WE'LL HAVE THREE ITEMS ON THE AGENDA FOR DISCUSSION.

FIRST IS OVERSEEING THE Q4 ANNUAL SELF-EVALUATIONS OF THE BOARD COMMITTEES.

SECOND IS A REVIEW OF ERCOT CORPORATE COMMUNICATION STRATEGY, WHICH IS INCLUSIVE OF CRISIS COMMUNICATIONS.

AND THEN LAST, I WILL BE HERE TO DISCUSS WITH YOU THE 2023 ACTIVITIES OF THE RETIREMENT PLAN AND THE HEALTH AND WELFARE BENEFITS PLAN, AS WELL AS THE FUTURE STRATEGY THAT WE HAVE IN PLACE FOR THOSE PLANS.

ALL RIGHT, THANK YOU, MARA.

ANY COMMENTS? THE LAST ITEM BEFORE WE MOVE INTO EXECUTIVE SESSION IS AGENDA ITEM 11, OTHER BUSINESS.

IS THERE ANY OTHER BUSINESS ANY COMMITTEE MEMBER WISHES TO RAISE AT

[Convene Executive Session]

THERE ARE TWO VOTING ITEMS BEING DISCUSSED IN AN EXECUTIVE SESSION.

SO GENERAL SESSION WILL RECONVENE AT THE CONCLUSION OF EXECUTIVE SESSION.

GENERAL SESSION IS HEREBY RECESS, THE GENERAL SESSION.

[Reconvene General Session ]

WE HAVE TWO VOTING ITEMS

[12. Vote on Matters from Executive Session]

I'LL GROUP THEM TOGETHER AS ONE VOTE.

I'LL ENTERTAIN A MOTION TO RECOMMEND BOARD APPROVAL THE THE PERSONNEL MATTERS DISCUSSED DURING EXECUTIVE SESSION UNDER AGENDA ITEMS ES 2.1 AND 2.3.

IS THERE A MOTION? MADAM CHAIR, I MOVE APPROVAL OF THE ITEMS THAT WERE DISCUSSED DURING EXECUTIVE SESSION FOR TWO, ONE.

THANK, THANK.

IS THERE A SECOND? YEAH, I'LL SECOND THEM.

THANK YOU, JOHN.

ALL IN FAVOR? AYE.

AYE.

ANY OPPOSED? ANY AB STIPULATIONS? HEARING NONE.

THE MOTIONS UNANIMOUSLY PASSED.

THIS MEETING IS NOW ADJOURNED.

THANK YOU.

OKAY.