Page 46 - January Report 2025

Page 44 January Report
Directors present: Angelique Albert, Bea Awoniyi, Sherry Salway Black, David Blaikie,
William Corwin, Robert Krause (non-voting), Malcolm Macleod
Director present virtually: Mike Miller
Other present: Sharon Wood, Lisa Loomis
Chairman Malcolm opened the meeting.
1. Minutes of the September 10, 2024 meeting
There was question about the appropriateness of including a comment attributed to an individual
Director in the CEO’s Report. That sentence, beginning with “Bill asked if” needs to be removed. The
next sentence regarding the Discovery Associates Project should start a new paragraph.
There was discussion regarding the investment targets and ranges in the Investment Policy Statement
that had been presented at the September meeting. The minutes do not specifically state that the
Private Real Assets are a part of the Private Equity pool.
The Board directed that the above revisions be made to the September 10, 2024 minutes and the
minutes be presented for approval at the March 2025 meeting.
2. Business arising from the Minutes
There was no other business arising from the Minutes.
3. Governance and Nominating Committee report on succession plan
The Governance and Nominating Committee presented a Memorandum outlining the Scope of
Questions to be Reviewed regarding Succession Planning by the Committee prior to the March 2025
Board meeting. (see attached.) Bill explained that the Committee had met and further discussed the
items addressed in September and the Memorandum is basically those items reformatted for clarity.
He expressed that the Committee has been researching best practices including using Lowell Weiss
and Board Source as sources of information. For the most part, they have been finding a wealth of
information on selecting a new CEO, but very little on the selection of a Board Chair.
Bill noted that the Committee recognizes that there are many associated issues, such as the selection of
Committee Chairs, whether or not non-Directors should serve as Committee Chairs, and compensation
details. From now through the March Board meeting, the Committee will stay focused on the proposed
scope outlined in the Memorandum.
The Board approved the Memorandum outlining the Scope of Questions to be Reviewed for
Succession Planning purposes for presentation to the Board at the March 2025 meeting.
There being no other business, the meeting was adjourned at 8:21 a.m.
Respectfully submitted this 9th day of December, 2024.
R. Malcolm Macleod Sharon Wood
Board Chair Office Manager
BOARD OF DIRECTORS’ MEETING MINUTES (DRAFT)
December 8, 2024