Broadband Utility Oversight Committee Policy

Pictou, Nova Scotia

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Page 1 of 17 Policy # 2026-03-01 MOPC Broadband Utility Oversight Committee - Terms of Reference 1. PREAMBLE 1.1. WHEREAS the Municipality of the County of Pictou operates a municipal broadband utility to provide telecommunications services to residents and businesses within the Municipality; 1.2. AND WHEREAS the Council of the Municipality of the County of Pictou deems it advisable to establish a committee to provide oversight, strategic guidance, and accountability for the municipal broadband utility; 1.3. AND WHEREAS the Council has authority pursuant to Sections 14, 15, and 16 of the Municipal Government Act, SNS 1998, c. 18, as amended, to establish committees and delegate certain powers and duties; 2. DEFINITIONS 2.1. "CAO" means the Chief Administrative Officer of the Municipality. 2.2. "Committee" means the Broadband Utility Oversight Committee established under this Policy; 2.3. "Council" means the Municipal Council of the Municipality of the County of Pictou; 2.4. "CRTC" means the Canadian Radio-television and Telecommunications Commission; 2.5. "DUC" means Digital Ubiquity Capital; 2.6. "FOIPOP" means the Freedom of Information and Protection of Privacy Act, SNS 1993, c. 5, as amended; 2.7. "MGA" means the Municipal Government Act, SNS 1998, c. 18, as amended; 2.8. "Municipality" means the Municipality of the County of Pictou; Page 2 of 17 2.9. "P3" means public-private partnership; 2.10. "Subject Matter Expert" or "SME" means a person appointed to the Committee pursuant to Section 3.4 of this Policy; 2.11. "Terms of Reference" means the terms of reference for the Committee adopted by Council and appended as Schedule "A"; 2.12. "Utility" means the MOPC Municipal Broadband Utility. 3. INTERPRETATION 3.1. This policy shall be interpreted in accordance with the MGA and all other applicable provincial and federal legislation. 3.2. In the event of any conflict between this Policy and the MGA or other applicable legislation, the MGA or such other legislation shall prevail. 3.3. Where the Terms of Reference provide additional detail or procedures not addressed in this Policy, such provisions shall be binding on the Committee, provided they are not inconsistent with this Policy or applicable legislation. 4. PURPOSE 4.1. The "Broadband Utility Oversight Committee is established to: 4.1.1. provide strategic oversight and policy guidance for the Utility; 4.1.2. monitor financial performance and ensure long-term sustainability of the Utility; 4.1.3. ensure regulatory compliance with federal, provincial, and municipal requirements; 4.1.4. evaluate partnership structures, private equity options, and financial restructuring alternatives; 4.1.5. oversee service quality and customer satisfaction; 4.1.6. maintain accountability to Council and the community; and 4.1.7. perform such other duties as may be assigned by Council from time to time. 4.2. The Committee shall operate according to the following core governance principles: 4.2.1. Strategic Focus: The Committee shall focus on oversight rather than operational management; 4.2.2. Fiduciary Responsibility: The Committee shall act in the best interests of the Utility and community; Page 3 of 17 4.2.3. Expert Guidance: The Committee shall leverage specialized sector expertise for complex decisions; 4.2.4. Transparency: The Committee shall maintain open communication with Council and stakeholders within the bounds of confidentiality obligations; 4.2.5. Accountability: The Committee shall maintain clear reporting relationships and performance measures; and 4.2.6. Confidentiality: The Committee shall strictly protect competitively sensitive information, partnership negotiations, personnel matters, and proprietary data while maintaining public accountability. 5. COMPOSITION AND MEMBERSHIP 5.1. The Committee shall have five (5) council members including the Warden and Deputy Warden and three other members selected by the Financial Services Committee and appointed by a resolution of Council. 5.1.1. Council representatives on the Committee shall serve in accordance with the appointing resolution; however, should a member cease to hold office as a municipal councillor their appointment to committee shall terminate serve at the time they ceased to be a member of Coun 5.2. The Committee shall have two citizen representatives selected by the Financial Services Committee and appointed by a resolution of Council. 5.2.1. The citizen appointments should have a strong business knowledge with a particular skills set in financial expertise, marketing, business development. 5.2.2. Members may possess: 5.2.2.1. hold a professional accounting designation (CPA); 5.2.2.2. have experience with municipal or utility accounting. 5.2.2.3. understand Public Sector Accounting Standards; and 5.2.3. Citizen appointments on the Committee shall serve in accordance with the Municipality's Citizen Appointment Policy. 5.3. The Council shall determine any compensation to be paid to the citizen representatives. 5.4. All members under Section 5.1 and 5.2 shall be voting members of the Committee. 5.5. The Committee shall be supported by the Chief Administrative Officer (CAO) who shall act as the primary management liaison between the Committee and Utility operations. Page 4 of 17 5.5.1. The CAO shall determine any other municipal employees that are necessary to support the Committee and may require their attendance at Committee meetings. 5.5.2. The CAO shall ensure administrative services to the Committee, including meeting coordination, agenda preparation, minute-taking, document management/ 5.5.3. Staff shall serve as advisors and will not have voting rights 5.6. The Committee shall be supported by Subject Matter Experts each possessing specialized expertise in one of the following areas: 5.6.1. Financial restructuring and private equity. 5.6.2. Infrastructure investment including financial modelling and financing 5.6.3. Capital Intensive business models 5.6.4. Telecommunications infrastructure and operations including fiber optic deployment, regulatory compliance 5.6.5. Public-private partnerships and strategic partnerships. 5.6.6. Marketing and Business Development 5.6.7. Any other skill determined by the Committee fiber optic infrastructure, rural broadband deployment, Canadian regulatory environment, and telecommunications business management. 5.7. The Committee may engage with subject matter experts for a defined term and conditions, with such terms being approved by the Municipal Council. 5.7.1. Subject Matter Experts shall serve as advisors and shall not have voting rights. 5.7.2. It is anticipated that as the project transitions from construction to full operations that some level of continuity between the project build and operations. 5.7.2.1. To that end, DUC can provide the continuity to the project and will provide profiles of proposed subject matter experts to Council 6. POWERS AND AUTHORITY 6.1. The Committee has delegated authority to: 6.1.1. approve operational policies and procedures for the Utility; 6.1.2. review annual budgets and make recommendations to Council; 6.1.3. evaluate partnership structures, P3 arrangements, and private equity options and make recommendations to Council; 6.1.4. approve contracts within financial limits established by Council; 6.1.5. set service quality standards and customer service policies; 6.1.6. make recommendations to Council regarding rate changes affecting customers; 6.1.7. make recommendations to the CAO on the Utility management performance; and Page 5 of 17 6.1.8. perform such other functions as may be delegated by Council from time to time. 6.2. The Municipal Council shall: 6.2.1. Approve annual budgets and multi-year financial plans for the Utility; 6.2.2. major capital expenditures exceeding such amounts as may be determined by Council from time to time; 6.2.3. partnership agreements, P3 structures, and strategic transactions; 6.2.4. debt financing and borrowing; 6.2.5. Amendments to this policy or the Terms of Reference; 6.2.6. strategic policy direction for the Utility; and 6.2.7. such other matters as Council may determine from time to time. 7. MEETINGS AND PROCEDURES 7.1. The Committee shall meet regularly, not less than four (4) times per year. 7.2. Quorum for Committee meetings shall be a majority of the members appointed to the Committee, 8. COMMITTEE MEMBER RESPONSIBILITIES 8.1. Committee members must: 8.1.1. act with the competence and diligence expected of prudent board members; 8.1.2. prepare thoroughly for meetings by reviewing materials in advance; 8.1.3. make informed decisions based on appropriate information and analysis; 8.1.4. seek expert advice when necessary on complex matters; and 8.1.5. maintain knowledge of the telecommunications industry and regulatory developments. 8.1.6. Members shall comply with the Municipal Conflict of Interest Act. 8.1.7. Members must promptly disclose any conflicts of interest including financial interests, family members' interests, business relationships, and advisory roles. 8.2. All Committee members, staff, and advisors must maintain strict confidentiality of all non-public information accessed through their role. This obligation continues beyond the service term and applies to all strategic, financial, commercial, customer, and operational information. Public disclosure shall occur only through established municipal protocols. 8.3. Any breach of confidentiality obligations may result in written reprimand, temporary suspension, permanent removal from the Committee, or legal action Page 6 of 17 for damages and injunctive relief. Investigation of alleged breaches shall be conducted in accordance with the Municipal Code of Conduct Policy. 9. REPORTING AND ACCOUNTABILITY 9.1. The Committee operates under Council's delegated authority and shall provide quarterly reporting to Council on Utility performance and strategic initiatives. 9.2. The Committee Chair, if not an elected member of Council shall be available to attend Council meetings when requested. 9.3. Utility management shall provide monthly reports on financial performance, customer metrics, network performance, and operational issues; quarterly reports on strategic analysis and infrastructure planning; and annual comprehensive reports on financial audit, strategic plan review, and governance assessment. 9.4. This policy and the Terms of Reference shall be reviewed annually by the Committee and at least every two (2) years by Council. 9.5. The initial review shall occur within twelve (12) months of the Committee's establishment. 9.6. Amendments to this policy may be proposed by the Committee or by Council. All proposed amendments shall be reviewed by the Committee, reviewed by the Municipal Solicitor for legal compliance, and approved by Council resolution. 9.7. Amendments shall be effective upon adoption by Council resolution. Page 7 of 17 SCHEDULE A 1. TERMS OF REFERENCE 1.1. The Terms of Reference for the Committee, as may be amended from time to time by Council 1.2. The Terms of Reference provide additional detail regarding the Committee's operations and shall be binding on the Committee, provided they are not inconsistent with this policy or applicable legislation. 1.3. These Terms of Reference establish the MOPC Broadband Utility Oversight Committee as the primary governance body for the Municipality of the County of Pictou's municipal broadband utility. 1.4. The Committee provides strategic oversight, financial accountability, and policy guidance while ensuring the utility operates in the best interests of residents, businesses, and the broader community. 2. COMMITTEE ROLE 2.1. The Committee serves as a strategic governance and oversight board responsible for: 2.1.1. Providing strategic direction and policy oversight for utility operations 2.1.2. Monitoring financial performance and ensuring long-term sustainability 2.1.3. Ensuring regulatory compliance with federal, provincial, and municipal requirements 2.1.4. Evaluating partnership structures, private equity options, and financial restructuring alternatives 2.1.5. Overseeing service quality and customer satisfaction 2.1.6. Maintaining accountability to the Municipal Council and the community 2.2. The Committee operates according to these core governance principles: Strategic Focus Oversight rather than operational management Fiduciary Responsibility Acting in the best interests of the utility and community Expert Guidance Leveraging specialized sector expertise for complex decisions Transparency Open communication with Council and stakeholders Accountability Clear reporting relationships and performance measures Confidentiality Strict protection of competitively sensitive information, partnership negotiations, personnel matters, and proprietary data while maintaining public accountability 3. SCOPE OF AUTHORITY 3.1. The Committee has delegated authority to: Page 8 of 17 3.1.1. Approve operational policies and procedures 3.1.2. Review and recommend annual budgets to Council 3.1.3. Review and recommend mutli-year financial plans to Council 3.1.4. Review and recommend annual capital expenditures to Council 3.1.5. Evaluate partnership structures, P3 arrangements, and private equity options 3.1.6. Review and recommend debt financing and borrowings to Council 3.1.7. Approve contracts within delegated financial limits and legislative authority 3.1.8. Set service quality standards and customer service policies 3.1.9. Rate changes affecting customers 3.1.10. Oversee utility management performance 3.1.11. Recommend amendments to Committee Terms of Reference for Council considerations 3.1.12. Strategic policy direction for the utility 3.2. The Committee ensures compliance with: 3.2.1. Canadian Radio-television and Telecommunications Commission (CRTC) regulations 3.2.2. Innovation, Science and Economic Development Canada requirements 3.2.3. Nova Scotia Municipal Government Act 3.2.4. Municipal Conflict of Interest Act 3.2.5. Federal and provincial funding program requirements 4. COMMITTEE COMPOSITION AND EXPERTISE 4.1. Council representatives provide direct accountability to Council, ensure alignment with municipal priorities, and facilitate communication between Committee and Council. 4.2. The Chief Administrative Officer shall provide essential municipal staff perspective and operational continuity and shall 4.2.1. Provide staff perspective on municipal operations and resource capacity 4.2.2. Ensure alignment between Committee decisions and municipal administrative capabilities 4.2.3. Facilitate communication between Committee and municipal departments 4.2.4. Coordinate implementation of Committee decisions through municipal staff 4.2.5. Advise on municipal policy, legal compliance, and administrative considerations 4.2.6. Liaison with municipal legal counsel and professional advisors 4.2.7. The CAO attends all Committee meetings and receives all Committee materials. Page 9 of 17 4.2.8. The CAO may designate a senior staff member to attend meetings when unavailable. 4.3. Subject Matter Experts shall provide strategic advice to the Committee members including 4.3.1. Ensuring alignment between governance oversight and advisory support. 4.3.2. Financial Restructuring and Private Equity Expert 4.3.3. Evaluate financial sustainability of the project; 4.3.4. Assess private equity participation opportunities 4.3.5. Review P3 structures and risk-sharing arrangements 4.3.6. Provide expertise on capital markets and investment strategies 4.3.7. Telecommunications Infrastructure and Operations 4.3.8. Oversee network infrastructure planning and operations 4.3.9. Evaluate technology roadmap and capital investment priorities 4.3.10. Assess service quality standards and operational efficiency 4.3.11. Provide guidance on telecommunications business and network operations 4.3.12. Assess strategic transaction and asset monetization options 4.4. The citizen representatives shall be responsible to: 4.4.1. Provide independent validation of financial projections and analysis 4.4.2. Provide advice on Financial controls and risk management assessment 4.4.3. Represent the business community interests and the economic development perspective 4.4.4. Provide regional context for strategic decisions 4.4.5. Liaison with local economic development stakeholders 4.4.6. Support MOPC's vision for community broadband service 5. APPOINTMENTS AND TERMS 5.1. The Chair is elected annually by the voting Committee members 5.2. The Vice-Chair elected annually to serve in Chair's absence 5.3. The Chair and Vice-Chair may be re-elected for consecutive terms 6. VACANCY MANAGEMENT 6.1. Council and Citizen representative vacancies shall be filled by Council appointment. 6.2. The Committee shall discuss any SME vacancies and shall be filled through consultation with existing SME's and other individuals as deemed appropriate by the Committee. Page 10 of 17 6.3. All vacancies shall be filled within 90 days 7. REMOVAL FROM COMMITTEE 7.1. Members may be removed by Council resolution for: 7.1.1. Failure to attend three consecutive meetings without excuse 7.1.2. Breach of confidentiality obligations 7.1.3. Serious undeclared conflict of interest violations 7.1.4. Conduct inconsistent with fiduciary duties 8. FIDUCIARY RESPONSIBILITIES AND STANDARDS 8.1. Committee members must: 8.1.1. Act with the competence and diligence expected of prudent board members 8.1.2. Prepare thoroughly for meetings by reviewing materials in advance 8.1.3. Make informed decisions based on appropriate information and analysis 8.1.4. Seek expert advice when necessary on complex matters 8.1.5. Maintain knowledge of the telecommunications industry and regulatory developments 8.1.6. Act in the best interests of the utility and community 8.1.7. Place utility interests ahead of personal interests 8.1.8. Disclose potential conflicts of interest promptly and transparently 8.1.9. Maintain confidentiality of sensitive information 8.1.10. Support Committee decisions publicly once made 8.1.11. Members must promptly disclose any conflict of interest: 8.1.11.1. Direct or indirect financial interests in matters before the Committee 8.1.11.2. Family member's interests in the utility business 8.1.11.3. Business relationships with vendors or competitors 8.1.11.4. Dual roles with advisory firms or service providers 8.1.11.5. Any matter where objectivity might reasonably be questioned 8.2. Subject matter experts who are affiliated or provide advisory services to the Utility shall disclose this relationship to the Committee. 8.3. Committee decisions shall prioritize: 8.3.1. Long-term utility sustainability and financial health 8.3.2. Customer interests and service quality 8.3.3. Community benefit and economic development 8.3.4. Regulatory compliance and risk management 8.3.5. Alignment with municipal strategic objectives Page 11 of 17 9. OPERATIONAL STRUCTURE AND PROCEDURES 9.1. A monthly updates package shall be provided to the board 9.2. Agenda and materials distributed 5 business days in advance 9.3. A meeting may include a Hybrid format with in-person and remote participation options 9.4. A Special Meeting of the Committee may be call by the Called by the Chair or at the request of three members. 9.4.1. A minimum 48 hours' notice is required to be given to members 9.4.2. Special meetings shall only deal with the specific matters for which the meeting has been called. 9.5. Decisions shall be by simple majority vote with the chair voting on all matters 9.5.1. Dissenting opinions are recorded in minutes when requested 10. IN-CAMERA MEETINGS AND TRANSPARENCY 10.1. The committee may meet in-camera to discuss: 10.1.1. Personnel matters and management performance 10.1.2. Legal advice and litigation matters 10.1.3. Commercial negotiations, partnership discussions, and competitive information including: 10.1.3.1. Financial restructuring options and private equity discussions 10.1.3.2. Commercially sensitive and competitive matters 10.1.4. Security-sensitive operational information 10.1.5. Other matters permitted under legislation 10.2. To ensure public access and transparency committee shall ensure oversight that: 10.2.1. Agendas are available on the municipal website 10.2.2. Approved minutes published within 14 days 10.2.3. Public delegation opportunities with advance notice 10.2.4. Annual public reporting on utility performance to Council 11. SUBCOMMITTEES 11.1. The committee may establish subcommittees for specialized work: 11.1.1. Finance and Audit Subcommittee: Financial oversight and audit liaison 11.1.2. Technical Operations Subcommittee: Network planning and infrastructure Page 12 of 17 11.1.3. Partnership and Restructuring Subcommittee: P3 evaluation and financial restructuring 11.1.4. Customer Service Subcommittee: Service quality and community engagement 11.1.5. Subcommittees make recommendations to the full Committee but cannot make binding decisions. 12. MANAGEMENT REPORTING REQUIREMENTS 12.1. The Committee receives structured reporting from utility management that is reviewed by strategic advisors to enable effective oversight and decision- making monthly including: 12.1.1. Financial Performance 12.1.2. Revenue vs. budget and forecast 12.1.3. Operating expenses and variance analysis 12.1.4. Capital expenditure status 12.1.5. Cash flow and working capital 12.1.6. Customer Metrics 12.1.7. New customer acquisitions and cancellations 12.1.8. Active customer base and growth rate 12.1.9. Customer lifetime value analysis 12.1.10. Network Performance 12.1.11. Network uptime and reliability statistics 12.1.12. Service quality metrics and speed tests 12.1.13. Capacity utilization and congestion monitoring 12.1.14. Operational Issues 12.1.15. Major service interruptions and resolutions 12.1.16. Customer complaints and resolution status 12.1.17. Construction progress updates 12.1.18. Regulatory compliance status 12.2. The Committee shall receive a Quarterly Reporting basis the following reports: 12.2.1. Strategic Analysis 12.2.2. Customer satisfaction survey results 12.2.3. Strategic initiative progress against milestones 12.2.4. Market analysis and competitive positioning 12.2.5. Financial sustainability and rate adequacy analysis 12.2.6. Partnership and restructuring options under evaluation 12.2.7. Infrastructure and Risk 12.2.8. Infrastructure capacity utilization and upgrade requirements Page 13 of 17 12.2.9. Risk assessment and mitigation strategy effectiveness 12.2.10. Capital project status and budget performance 12.2.11. Technology upgrade planning and roadmap 12.2.12. Regulatory changes and business impact assessment 12.3. The Committee shall receive on an Annual Reporting basis the following: 12.3.1. Financial and Strategic Review 12.3.2. Comprehensive financial audit and auditor's report 12.3.3. Strategic plan review and achievement assessment 12.3.4. Long-term infrastructure investment requirements and funding strategy 12.3.5. Rate structure analysis and recommendations 12.3.6. Partnership structure evaluation and recommendations 12.3.7. Industry benchmarking and competitive analysis 12.3.8. Governance and Community Impact 12.3.9. Committee performance evaluation and governance assessment 12.3.10. Community impact and economic development contribution review 12.3.11. Customer demographics and usage analysis 12.3.12. Cybersecurity and data protection assessment 12.4. The Committee shall receive immediate reporting required for: 12.4.1. Budget variances exceeding 10% or $50,000 12.4.2. Major service outages affecting >500 customers or >4 hours 12.4.3. Regulatory changes with material business impact 12.4.4. Legal proceedings or significant liability exposure 12.4.5. Partnership opportunities or private equity interest 12.4.6. Strategic opportunities requiring Committee consideration 13. STAFF SUPPORT AND RESOURCES 13.1. The CAO or designate provides secretariat services including: 13.1.1. Meeting coordination, agenda preparation, and minute-taking 13.1.2. Document management and records retention 13.1.3. Communication liaison with Council and management 13.2. The CAO or designate serves as primary management liaison, attending Committee meetings, preparing reports, implementing Committee decisions, and coordinating between Committee and operational staff. 14. STRATEGIC ADVISORY SUPPORT 14.1.1. The Committee may contract Subject Matter Experts to provide strategic advisory services to the Committee, including financial modeling, Page 14 of 17 partnership evaluation, P3 structure analysis, market assessment, and strategic options development. 15. INFORMATION SYSTEMS 15.1.1. Committee members shall be provided secure access to: 15.1.1.1. Utility performance dashboards and reporting systems 15.1.1.2. Financial management and accounting systems 15.1.1.3. Secure document repository for confidential materials 15.1.1.4. Industry research and benchmarking databases 16. RELATIONSHIPS AND ACCOUNTABILITY 16.1. The Committee operates under Council's delegated authority with the Council representatives on the Committee ensure direct accountability. 16.1.1. The committee shall provide Quarterly reporting to Council on utility performance and strategic initiatives 16.1.2. The committee shall provide an annual budget and strategic plan approval by Council 16.1.3. Major decisions, partnerships, and rate changes require Council approval 16.1.4. The committee provides strategic oversight, not operational direction 16.1.5. Management implements Committee policies and decisions 16.1.6. Clear boundary between governance and operations 16.1.7. Management reports to the Committee through a regular reporting framework 17. RELATIONSHIP TO STRATEGIC ADVISORS 17.1. Digital Ubiquity Capital serves as a strategic advisor, providing financial modeling, partnership evaluation, and strategic analysis, project and operational oversight. DUC attends Committee meetings, presents analysis and recommendations, and responds to Committee information requests. 17.2. The presence of DUC-affiliated subject matter experts on the Committee facilitates efficient communication and decision-making while maintaining appropriate governance boundaries. The independent financial oversight member provides validation of advisory recommendations. 17.3. DUC does not hold voting rights on the committee. 18. RELATIONSHIP TO FEDERAL FUNDING PARTNERS 18.1. The Committee shall oversee: 18.1.1. compliance with ISED Canada funding requirements Page 15 of 17 18.1.2. Reporting per federal funding agreement terms 18.1.3. Policy framework aligned with federal broadband objectives 19. RELATIONSHIP TO PROVINCIAL FUNDING PARTNERS 19.1. The Committee shall oversee: 19.1.1. Compliance with Nova Scotia government funding requirements 19.1.2. Alignment with Nova Scotia Broadband Plan 19.1.3. Regular reporting to provincial authorities 19.1.4. Economic development coordination with provincial priorities 20. COMMUNITY ENGAGEMENT 20.1. The Committee shall ensure: 20.1.1. a report or annual public meeting on utility performance; the public meeting may be aligned with another formal meeting of the Municipal Council and or Committee of Council 20.1.2. The Committee shall ensure Public notice or consultation on rate changes and service policies 20.1.3. The Committee shall include transparent reporting on utility financial performance 20.1.4. The Committee shall ensure a regular customer satisfaction measurement 20.1.5. The Committee shall ensure accessible communication channels for stakeholder feedback Page 16 of 17 22. COMMITTEE PRIORITIES AND MANDATE 22.1. The Committee's focus areas shall include: 22.1.1. Review updated pro forma and sustainability analysis 22.1.2. Comprehensive financial modeling and projections 22.1.3. Long-term sustainability assessment 22.1.4. Technology refresh capital requirements 22.1.5. Evaluate partnership and private equity options 22.1.6. Private equity participation structures 22.1.7. Strategic partnership opportunities 22.1.8. Risk and reward sharing arrangements 22.1.9. Assess P3 structures and implementation approaches 22.1.10. Public-private partnership models 22.1.11. Risk allocation and transfer strategies 22.1.12. Implementation feasibility and timelines 22.1.13. Consider asset monetization and strategic transactions 22.1.14. Asset valuation and monetization options 22.1.15. Strategic transaction structures 22.1.16. Community benefit preservation 22.1.17. Develop recommendations on the optimal path forward 22.1.18. Comparative analysis of alternatives 22.1.19. Risk and benefit assessment 22.1.20. Implementation roadmap and recommendations to Council 23. PERFORMANCE EVALUATION AND CONTINUOUS IMPROVEMENT 23.1. The committee shall conduct am annual self-evaluation covering: 23.1.1. Effectiveness of oversight and governance processes 23.1.2. Quality of strategic guidance and policy development 23.1.3. Relationship with management, advisors, and Council 23.1.4. Individual member contributions and participation 23.1.5. Achievement of Committee objectives 23.1.6. Performance Metrics 23.1.7. Meeting attendance rates and member engagement 23.1.8. Quality and timeliness of strategic decisions 23.1.9. Effectiveness of oversight and risk management 23.1.10. Utility performance relative to industry benchmarks 23.1.11. Stakeholder satisfaction with Committee performance 23.2. The committee members participate in: 23.2.1. Annual governance and regulatory compliance training 23.2.2. Telecommunications industry conferences and seminars 23.2.3. Municipal utility governance best practices workshops 23.2.4. Peer learning with other municipal broadband utilities Page 17 of 17 REPEAL All former policies and/or practices heretofore enacted with respect to the MOPC Broadband Utility Oversight Committee be hereby repealed. DATED at Pictou, N.S. this 2nd day of March 2026. Sgn