Ingersoll’s Representative on the Board of Directors of ERTH Corporation

Town of Ingersoll; Ingersoll; On-site; CAD 10,000 - 20,000; Part time

Job summary

The Town of Ingersoll seeks experienced individuals for the ERTH Corporation Board of Directors. As a Board Member, you'll provide strategic oversight and guidance for the corporation and its subsidiaries. Candidates must possess relevant experience in finance, legal, or IT, and will attend bi-monthly meetings, contributing to the governance of a vital community asset.

Benefits

D&O insurance coverage

Remuneration for services

Qualifications

• Demonstrated integrity and high ethical standards.
• Relevant career experience in finance, accounting, legal or IT sectors.
• Ability to act independently of the appointing municipality.

Responsibilities

• Providing strategic direction and advice to ERTH’s management team.
• Monitoring performance and ensuring risk management frameworks are in place.
• Approving business plans and financial statements.

Skills

Finance

Accounting

Audit

Strategic Management

Asset Management

Legal and Regulatory

Information Technology

Job description

The Town of Ingersoll is seeking a representative on the Board of Directors of ERTH Corporation (ERTH), a holding company jointly owned by nine Ontario municipalities.ERTH oversees a diverse group of companies employing over 130 employees operating from offices and operation centres in Ingersoll, Aylmer, Goderich and Thorndale with an asset base of approximately $100 million, and customers throughout Ontario, the United States, Caribbean and Australia.

ERTH is responsible for the oversight of ERTH Power Corporation (ERTH Power), a local electricity distribution company regulated by the Ontario Energy Board and located in Ingersoll, Ontario.ERTH Power services approximately 25,000 customers in 15 communities in southwestern Ontario (including Aylmer, Port Stanley, Belmont, Ingersoll, Thamesford, Otterville, Norwich, Burgessville, Beachville, Embro, Tavistock, Clinton, Mitchell, Dublin, and Goderich.)

ERTH is also responsible for the oversight of two competitive entities, ERTH (Holdings) Inc. (ERTH Holdings) and ERTH Business Technologies Inc. (EBT). ERTH Holdings is a unionized entity located in Ingersoll, Ontario that provides utility construction, metering, traffic and street lighting, high-voltage electricity contracting, work estimating and job planning software, and electricity, water and sewer billing and back-office support for utilities, municipalities and the private sector throughout North America.EBT is a non-unionized entity located in Toronto, Ontario that provides electronic business transaction and retail billing services to electricity utilities and retailers throughout North America.

The Board of ERTH is comprised of nine (9) directors, each selected and appointed by a municipal shareholder of ERTH.All newly-appointed Directors will serve a six (6) year term (consisting oftwo subsequent 3-year terms if approved by the appointing shareholders) with one potential 3-year extension term. These roles are part-time, and based in Ingersoll, Ontario.Meetings of the ERTH Board of Directors and its Committees are typically held bi-monthly and scheduled a year in advance.Board members can expect to participate in an average of six Board and four Committee meetings per year.Member of the ERTH Board are compensated in a manner consistent with similar corporate entities.

The ERTH Board is skills-based.All candidates for appointment to the ERTH Board must meet certain requirements, including demonstrated integrity and high ethical standards; relevant career experience and expertise; and an understanding of the role of ERTH and its affiliates both as a service to local ratepayers and an asset of taxpayers.In addition, the nomination and selection process is designed to ensure the ERTH Board includes and maintains key overarching competencies.At this time, the Town of Ingersoll and ERTH are seeking candidates with substantive experience in the following areas of (1) Finance, Accounting and Audit, (2) Strategic and Asset Management, (3) Legal and Regulatory and/or Information Technology.

1. Position Summary

· The position described below is a member of the Board of Directors (each a “Director”) of ERTH Corporation (the “Corporation”)

·There are six (6) board meetings per year. Directors also sit on one or more board committees. Directors are also expected to attend the Corporation’s annual general meeting and other significant company functions.

·Board meetings are typically held at 180 Whiting Street or 143 Bell Street, Ingersoll, Ontario. If necessary, the board will meet by telephone or via the Internet.

2. Specific Duties, Roles and Responsibilities

Collectively, the board of directors’ roles and responsibilities include:

oAppointing the board chair and hiring ERTH’s President & CEO, and approving President & CEO and board compensation.

oProviding high level and strategic direction and advice to ERTH’s management team, and setting the board parameters within which ERTH’s management operates.

oMonitoring and assessing the performance of management.

oMonitoring of ERTH’s mission, vision and strategy, and gauging success in achieving the strategy.

oHelping to ensure that the framework exists to identify principal risks of the business and ensuring appropriate systems are in place to manage those risks.

oHelping to ensure the integrity of the internal control and management information systems.

oRegular reporting to shareholders.

oApproving ERTH’s business plan and annual budget.

oApproving ERTH’s financial statements, and recommending the same to the shareholders for their approval.

oApproving the selection of ERTH’s auditors, and recommending the same to the shareholders for their approval.

·Directors have an individual duty to exercise due diligence in overseeing the activities of the Corporation, and are required to act in good faith and in the best interest of the Corporation. Generally, directors have three duties:

oDuty of Diligence (Duty of Care) – The ability to act reasonably, in good faith, and in the Corporation’s best interest. This also includes an implicit duty of confidentiality. Directors are responsible for maintaining the diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

oDuty of Loyalty – The ability to place the interests of the Corporation ahead of those of third parties (including, as applicable, his/her appointing municipality). This includes the duty to avoid or declare conflicts of interest.

oDuty of Obedience – The ability to act within the scope of the Corporation and within applicable rules and laws.

·Individually, Directors are accountable to the owners of the Corporation (i.e. its shareholders) for ensuring that the Corporation is effectively governed in accordance with (i) the Corporation’s governing legislation and governance documents, (ii) all applicable laws, and (iii) the mandate of the board of directors.

· Individual Directors will also be required to (i) regularly declare any actual or potential conflicts of interest they may have, (ii) read, understand and follow the Corporation’s key corporate documents, board policies and procedures; and (iii) sign a Consent to Act prior to participating in any meetings of the board.

· Directors may be held personally liable for failure to act or non-compliance with respect to the performance of their duties and responsibilities on behalf of the Corporation.

·The Corporation provides Directors and Officers (D&O) insurance coverage to all directors. Directors are also indemnified and held not liable by the Corporation as described in the Corporation’s bylaws and shareholder agreement.

·Directors will attend board meetings regularly and participate in such committee and advisory body work as is required.

·Directors will be remunerated for their services according to rates approved by the shareholders. Directors will also be remunerated for all out-of-pocket expenses incurred in connection with his or her service as a director.

3. Required Qualifications

The key characteristics of an effective Director include:

oAbility to act in the best interests of the Corporation and independently of its appointing municipality.

oKnowledge of electricity, water, IT and municipal sectors.

oFinancial literacy.

oTime to prepare for and attend all or most board and committee meetings.

oAbility to communicate ERTH updates and decision requests to appointing municipal councils.

·Specific Director skills and experience that are valued by the Corporation include:

oUtility Sector Experience

oLegal and Regulatory

oFinance, Audit and Securities

oEngineering and Electrical Design

oCustomer Service and Social Marketing

oHR and Performance Management

oCorporate Governance

oStrategic and Asset Planning

oInformation Technology

oHealth and Safety

oEntrepreneurship

oPublic Policy and Government Relations

4. Personal Characteristic and Traits

The key personal characteristics and traits of an effective Director include:

oLeadership

oIntegrity & ethics

oCommunications skills

oConstructive questioning and debate

oCritical/innovative thinking and decision making

oInfluencing and negotiating skills

oCrisis management experience

For more information on ERTH and this Board position, please visit erthcorp.com.

Application Instructions

If you are interested in pursuing this exciting opportunity, please submit the following documents no later than June 15, 2025 to the Human Resources Coordinator at [e-mail]

1.Cover Letter; describe interest in the ERTH Board of Directors, highlight any specific knowledge or experience you have related to the Board

2.Your resume;

The Town of Ingersoll is an equal opportunity employer and will make accommodations available to applicants with disabilities upon request and throughout the entire recruitment process.

While we appreciate all applications received, only those invited for an interview will be acknowledged.Personal information submitted is collected under the authority of the Municipal Freedom of Information and Protection of Privacy Act and will be used to determine eligibility for employment.