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HomeMy WebLinkAboutBOARD MINUTES 03-01-18 (Special) CENTRAL SAN '.'01.'i__ - I I CONTRACENTRAL COSTA DISTRICT 5019 IMHOFF PLACE, MARTINEZ, MINUTES BOARD OF DIRECTORS: JAMES A NEJEDLY President SPECIAL BOARD MEETING DAVID R.WILLIAMS President Pro Tett Multi-Purpose Room PAUL H.CAUSEY MICHAEL R.AICGILL Thursday, March 1 , 2018 TAD J.PILECKI 10:30 a.m. Open Session — Multi-Purpose Room (Not video recorded) ROLL CALL A special meeting of the Board of Directors was called to order by President Nejedly at 10:30 p.m. Secretary of the District Katie Young called roll. PRESENT: Members: Causey, McGill, Pilecki, Williams, Nejedly ABSENT. Members: None PUBLIC COMMENT PERIOD No comments. BOARD SELF-EVALUATION WORKSHOP 1. Review and discuss results of the 2018 Board Self-Evaluation Survey and provide guidance regarding resulting work areas for Board, if any General Manager Roger S. Bailey introduced BHI Management Consulting Principal Brent Ives who discussed the results of the 2018 Board Self-Evaluation Survey and, after the discussion, provided guidance to the Board if requested. Mr. Ives reminded the Board that there were 58 questions divided between 12 assessment categories. It was noted that 4 Board Members and 13 staff(including the Executive Management Team, District Counsel, and Managers) completed the assessment. Book 66— Page 29 CENTRAL CONTRA COSTA SANITARY DISTRICT March 1, 2018 Special Board Meeting Minutes—Book 66-Page 30 In reviewing his presentation, he said the Board self-assessment of themselves revealed issues related to: (1) The Board understands its governance role and the differing role of provisional staff; (2) We make sure that our Board delivers direction to staff as a whole, not any one Board member; and (3) The Board provides clear direction to the managers and staff. Mr. Ives said one way to provide clarity regarding the tendency to "go out of one's lane"is for Board Members to ask themselves what resources are needed for them to make policy decisions. This should help limit Board Member requests for supplemental information. Mr. Ives reviewed the assessment of the Board from staff and stated that there were four categories that staff ranked lower than the Board.- 1. oard.1. Board Role Performance 2. Communication 3. Board Dynamics 4. Board to Manager/Staff Interaction Mr. Bailey stated that some employees may get frustrated with the way the Board Members are communicating with them and feel that when the Board asks multiple/repetitive questions centered around the issue it has the potential to cast an element of doubt. Mr. Ives stated that staff desires input from the Board Members but wants to feel respected and trusted in their roles they were hired to do. It was noted how experienced/educated the Board Members are and how that can be overpowered with questions/demands of staff. He provided a diagram that showed the roles of the Board Members versus staff showing that the Board defines the "what"and the staff defines the "how". Member Pilecki stated that the reason the Board Members may ask questions is because they would like the public to hear the answers in hopes of the public getting a better understanding of why the Board goes one way or the other. Member McGill asked Mr. Bailey if there are things the Board can do better to get the answers to their questions fulfilled. Mr. Bailey stated that the Board should be able to ask questions but believes they have to do more self-monitoring and accept that there may be a range of reasonable solutions. Member Williams feels that the Board Members have always been respectful to one another and has no intention of embarrassing anyone by asking multiple questions. CENTRAL CONTRA COSTA SANITARY DISTRICT March 1, 2018 Special Board Meeting Minutes—Book 66-Page 31 Mr. Ives concluded his presentation. BOARD ACTION: Held the workshop. OTHER BOARD ACTION ITEMS 2. Consider proposed revisions to Board Policy No. BP 023 — Board Ethics and Conduct Mr. Ives and District Counsel Kent Alm presented proposed revisions for consideration to the Board Ethics and Conduct policy. Mr. Alm reviewed the portion of the policy regarding Ex-Parte communication. Several Board Members stated that it raised a level of concern with the new language proposed. Mr. Bailey proposed having an item added to the agenda for Ex-Parte Communication. The Board decided that was not needed. Mr. Alm reminded the Board that Ex-Parte Communication is needed when a Board Member discusses an issue outside of a meeting regarding an issue that may or may not affect the way they will vote. In such cases, the information they were provided needs to be provided to the other Board Members at the next meeting. The Board Members expressed concern about the proposed policy and requested further improvements to the policy. Mr. Alm stated that he and Mr. Ives would work on the policy including more general terms. BOARD ACTION: It was the consensus of the Board Members that BP 013 — Ethics and Conduct be brought back to the Board for further review after Mr. Ives and District Counsel have had an opportunity to incorporate the feedback provided during the meeting. 3. Review Board Policy No. BP 013 — Standing Committee Protocols, Guidelines and Charters in relation to the following policy areas: Internal Audit and Risk Management Director of Finance and Administration Phil Leiber stated that at the Finance Committee meeting, the issue of which Board Committee should review risk management issues, including the Loss Control Report, was raised. One committee member expressed the view that since the Finance Committee was reviewing and recommending expenditures for approval, including claim expenses and settlements, that it would be more appropriate for that Committee to cover risk related issues, rather than the Administration Committee. Since adoption of the Committee Charters in 2014, Mr. Leiber stated that all risk management matters have been brought before the Administration Committee, and CENTRAL CONTRA COSTA SANITARY DISTRICT March 1, 2018 Special Board Meeting Minutes—Book 66-Page 32 the current BP 013 indicates Risk Management as one of the policy areas under that Committee's jurisdiction. If the Board wishes to change which Committee is responsible for reviewing Risk Management matters, he said BP 013 should be amended to reflect that change. The Board agreed that the full audit work plan should be reviewed and approved by the full Board, including amendments to the workplan throughout the year. The General Manager will determine which committee will receive the individual audit reports. Mr. Bailey stated that Risk Management goes through the Administration Committee except for the payments of claims which go through the Finance Committee, Member Pilecki stated that he does not feel comfortable approving an expenditure without the details behind the reason and it creates more questions and work for the staff to address two separate committees. President Nejedly, Member Causey, Member Pilecki stated that they were in favor of moving the risk reports back to the Finance Committee. BOARD ACTION: It was the consensus of the Board Members that: • Annual audit work plans (including amendments) shall be reviewed and approved by the full Board; • Individual audit reports shall be presented to the committee of relevance, as determined by the General Manager, then to the full Board; • The Committee responsible for Risk Management shall be Finance rather than Administration; and • Staff shall prepare proposed revisions to BP 013 - Standing Committee Protocols, Guidelines and Charters reflecting the above for consideration at a future Board meeting. ANNOUNCEMENTS None. ADJOURNMENT The meeting was adjourned at 12:51 p.m. J A. Nejedly President of the Board of Directors Central Contra Costa Sanitary District County of Contra Costa, State of California CENTRAL CONTRA COSTA SANITARY DISTRICT March 1, 2018 Special Board Meeting Minutes—Book 66-Page 33 COUNTERSIGNED: C'ZQ�Q Katie Young Secretary of this ict Central Contra Cosa Sanitary District County of Contra Costa, State of California