 This is an evidentiary hearing in case number 19-1081-PTT. This is the Public Utility Commission's review of the petition of the Niberico Inc. for approval of an indirect acquisition of a controlling interest in Vermont Gas Systems Inc., Green Mountain Power Corporation, and subsidiaries of Green Mountain Power Corporation. My name is Andrea Papini, and the commission has appointed me to be the hearing officer for this proceeding. And with me today are Kyle Labis-Marinello, general counsel for the commission, and Mike Towsley, staff attorney. Before we get started, I wanted to acknowledge that the commission has received 75 public comments on this matter, and we appreciate the effort that the public has put into this. So, thank you, and I just wanted to acknowledge that. So, I'll start by taking appearances. I'm Daniel Burke, and behalf of the Department of Public Service. With me today is Jim Porter, the Department of Director of Public Advocacy. And seated behind me are our witnesses, Mr. C. B. Parrell, and Mr. Leonard Cajalla. James Dumont, for the interveners. With me on the right is Laughford, Tilly and Cowley, from Duvall Law School, and my left is Mr. Gardner, and so we'll begin. Good morning. I'm Deborah Buford, from the law firm of Sheehy, Furlong and Beam. I'm here today on behalf of Noverco, and joining me is the president and a board member of Noverco, Renau-Fochet, and seated behind me is my law partner, Owen McLean. So, have the parties stipulated to the admission of the pre-file testimony and the exhibits? I don't object to the admission of any of the pre-file testimony. So, I'm going to go ahead and admit those into the evidence now. That's three rounds of testimony by Mr. Fochet, and one exhibit and the department's testimony of July 9th. And those are admitted. Let's proceed with Mr. Fochet. Noverco calls Renau-Fochet to testify. Good morning, everyone. You can raise your right hand. Do you swear or affirm under penalty of perjury that the testimony you are about to give will be the truth of all truth and nothing but the truth? I swear. Thank you. Mr. Fochet, could you state your full name for the record, please? My name is Renau-Fochet. And since the parties have stipulated to the admission of the pre-file testimony, I will make the witness available for examination. Jim, can you pull the mic closer? I think so. Is there a green light? I doubt there's a green light. Thank you. The pre-file testimony on page three the tail end of your answer number four you state finally I explain that the transaction promotes the public good under 30 BSA section 107 because it is not, I think you need to say, because it is not a fundamental change in the upstream ownership. The change in ownership is very remote from the verminatilities. The transaction will have no impact on the multitilities or the investors. Can I read that correctly? If I'm exploring that with you I want to start with what you marked as your exhibit one, which is the structure of the various companies. I've actually prepared a copy of it to mark up. So we have a separate exhibit that we're going to call Intervenors Cross Five. And I'm going to approach the bench and give the copy of the sticker on it to the witness. Jim. I have two. Did you take theirs? I did. Thank you. I'd like you to mark up this exhibit a little bit to get started. The top left on the first page has no vehicle came. I'd like you to add in in your own handwriting using the same format as this chart. Who owns the verco? I think. Explain in my testimony who owns the verco pink and write it for you if you want. Yes, I mean for the same reason you prepared exhibit one because it helps to understand this complicated situation of the graphic. I'm giving it a exhibit to mark up to add to the graphic so we can see the entire parent child relationship here. So the two owners of no verco pink are Trancap and IPL. Trancap owns 61.11% of to grade this one of no verco and IPL owns 38.89%. Then I'm going to ask you to put on the graph who owns IPL? I don't know. You can do it on the side. The exhibit you pre-found you had the percentage of ownership so are you able to add that in your handwriting for the percentage of ownership of the companies that own the verco and the company that owns IPL? It's not exactly verco. I'm sorry. Now on the same page on the right hand side it says public. Do you see that? Can you circle the word public? On these parent child charts one, two, three or five pages that you submitted is there any other entity other than Valoneer that is publicly owned? Do you see in the utility field as a civil engineer? Is that right? Are you familiar with regulatory concepts governing utilities in Canada? I assume. You know the difference between a publicly held corporation and a privately held corporation in Canada? Publicly held corporations make public disclosures, correct? Correct. They're not required by Canadian securities laws to make public disclosures, are they? It depends. They're not required by Canadian securities laws to make public disclosures, are they? It depends if they act public debt. That's the public debt. Are any of the entities on your exhibit public debt? Yes. Which one is it? I'm sorry. I didn't hear. So is energy a public corporation that makes quarterly filings with Canadian securities authorities? It's not a public corporation but it makes filings for its debt. It certainly makes filings for its debt to report on its debt. Yes. In your chart you didn't describe energy or as a public entity. Why is that? I didn't see it was a public entity. Let me show you what we mark as exhibit cross one in the 2018 annual report of Alan year. Have you ever seen exhibit cross one before? No. So you've never looked at Alan year's 2018 annual report? No. I don't sit on the board I've got an ad and didn't look at those before. Why don't you take a second to look at it and see if it looks like it's the kind of document a reasonable person would rely upon. Could you repeat your question if you want to be sure? Yes. I'm going to ask you to look at the document and see if it appears to be the kind of document a reasonable person would rely upon in the context of their affairs. I'm going to jump to the question. I think it's a legal request and it's going to whether or not this would be a document that could fall under three BSA's section 810. This witness is in a position to answer that question. How representative was downloaded from Alan year's website yesterday? Yes. An objective of the report being admitted. The witness has testified that he's not reviewed it. It's not something he would review in the course of his working doesn't sit on the Alan year board. So there's no foundation to admit the exhibit. The exhibit is the kind of document that reasonable people do rely on. They have to rely on if they're going to make investment decisions. The same is true of the next exhibit I intend to offer, which is Valinear's 27th report and the next exhibit, which is Valinear's first quarter report for 2019 and all of which qualify as admissible under the board's rules and their statute and which bear upon the issues of this case. I'd like to let you see with your questions and then we'll determine if it's likely. Mr. Crochet, would you agree that why should you describe the relationship between Noverco and Valinear? Noverco and Valinear both show a bit of energy here. So you, and you're president of Noverco but you've never read the annual reports or the call reports of the partner in ownership of the company that they're president of. That's what your testimony is. You don't read Valinear's annual reports? I don't read Valinear's annual reports, you know. Do you read their quarterly reports? I don't read their quarterly reports. Now we're here because Noverco proposes to purchase shares of Valinear, correct? All right. As the president of the board of Noverco, you recommend that? You have recommended that, correct? Without leading the annual reports of the company you recommend that you buy the shares of? Is that what your testimony is? Did you ask the question again? As president of the board of Noverco you have voted in favor of purchasing shares of Valinear. Buying Valinear out, correct? Correct. But you've never read their annual reports. Is that what your testimony is? Objection, this question has been asked and answered twice already. Do you have two questions, please? Could you read them? But you've never read their annual reports. Is that what you've done? I've never read them in detail because I'm your old report. You assume you've never read them in detail or you've never read them? I've never read them. Have you read the notice of special meeting of shareholders to be held on June 11th, 2019? This issue is on April 24th, 2019 for the purpose of this very proposed acquisition. I did in part. Are you familiar with exhibit 4? Yes, I've seen it. Have you read it? I believe it's accurate. This is a difficult question for me to answer. Yes, I believe it's accurate. I believe for exhibit 4? I'm going to object on relevance grounds. I'm not sure how this is relevant in the issues before the commission. This is the description by Valinear of the very transaction that is under approval. Specifically, I'm not sure how this is relevant to many of the issues that are directly under consideration. Sir, do you mind if I just clarify that this is a public document that's publicly available? It is, and I obtained this from Valinear's website yesterday. Either under the board's rules or under the judicial notice rules that would qualify for reading rules. Maybe it would be helpful if we proceeded to the questions so I could better understand what the point is that for which the engineers seek to admit this and then you can deal with the mission question. So I have a question for Mr. Boucher that just may help answer if you need help answering it. Would you agree that the core business energy is the sale of natural gas in Quebec and in Vermont? Energy has started with the Quebec distribution of gas distribution about sometimes ago, many years ago, around gas was added, but also another subsidiary was added which is Remount and Power who with the acquisition of CDPS. Energy has diversified since then into renewables they have bought and constructed one of the biggest wind farm in Quebec they just made another acquisition which is the solar business in Maryland. So it's a diversified company. I'm convinced I'm having a problem because I've been looking at page numbers that are don't correlate with the numbers on this I'm taking to make the correlation. My question was I'll ask for a break to find the right page somewhere in a minute if this doesn't work. My question was about the core business of energy or is the core business natural gas distribution in Vermont and Quebec? I think the core business is distribution of energy. It's distribution 4.13 or exhibit 4 here it is page number 27 does it describe Valinear as follows Valinear is an investment home company whose business consists principally in the ownership of an approximately 29% economic interest in energy or LP Valinear therefore is engaged in the regulated energy business of Canada and the United States through its interest in energy or LP the core business operations of energy or LP involve natural gas distribution in Quebec and Vermont as well as electricity distribution in Vermont period and then it states Valinear through its subsidiaries holds interest in wind farms Can I read that correctly? Correct So did Valinear pursuant to Canadian securities laws represent to shareholders that energy or core business operations involve natural gas distribution in Quebec and Vermont as well as electricity distribution in Vermont Do you agree with that? What other entities does energy or LP own other than I'm sorry What other entities does Novirco own other than energy None So when Novirco directors get together to meet the only business they talk about is energy or business Correct What's your understanding of why there are separate companies? I'll Can I go back? Sure, go ahead The other Novirco has two one entity which owns directly which is energy You have to speak a little bit it's called energy or ink the general partner of energy or LP The other one is we have some assets we have some shares So sometime we talk about the shares So back to my last question What's the reason that Novirco is a separate entity from energy or ink Novirco in the past has looked at making other acquisitions in the past Let me jump ahead of what I've written down here and ask you a question that occurs to me If Novirco has no other business than energy or ink Why did you answer all the discovery questions strictly on behalf of Novirco without disclosing information that energy are possessed? That's a good question because the board are distanced between energy and Novirco the board of Novirco is not the same as the board of energy energy as another owner in the air and the boards are different the board members are different Novirco is a holding company doesn't have any employees and energy is as its own board with its own management with its own operation The operations of Novirco are strictly as a holding company We could go back to your exhibit one which you are marking up as our exhibit 6 Don't throw the companies on that first page Tell us which ones have boards of directors that are elected by shareholders shareholders that let me rephrase that question exhibit 4 which is the notice of special meeting of shareholders pertains to Melanier that's a company that has thousands and hundreds of thousands of shareholders, correct exhibit 4 is the notice of special meeting of shareholders and I'll have it in front of me you should have a yellow sticker with number 400 on it and I'll have it in front of me just turn it over there you go do you know how many shareholders Melanier has? I don't know the number but he has a lot of shareholders thousands how many shareholders does Novirco have? two that's Energia how about Energia could you please ask your question I should have been more clear how many shareholders does Energia have? one that's Novirco how many shareholders does Energia LP have right now? two that's Melanier and Energia how many shareholders does Northern New England Energia Corporation that Vermont Corporation have? one that's Energia or LP and how about N-N-E-E-C Quebec Inc. how many shareholders? one how about from IPA Systems how many shareholders? one how many Mountain Power how many shareholders? one going down on your page Vermont Transco how many shareholders? I don't know because it's 72.07% so I'm assuming there may be other shareholders in there okay and Vermont Electric Power Company? the same 38.8% so going back to Melanier would you be fair to characterize it as a publicly owned company? it says public until the purchase happens it's a publicly owned company correct? but if the purchase happens there will no longer be any publicly owned companies up or down the chain of command that ultimately stops with Vermont gas systems and Vietnam power correct? correct so disclosures for public such as we've marked exhibits one, two and three annual reports quarterly reports there will no longer be any annual reports quarterly reports that are publicly available that discuss Vermont gas systems business or Vietnam power's business correct? no but I understand that energy or ink where all of this stands energy or ink where all of this is we'll have to report on a quarterly and annual basis report it open to the financial institution as to it because it holds debt because it holds public debt so is it reporting us to the public debt or is it reporting to the activities under subsidiaries that it owns? it's reporting it's the financial statements as they are they will have to be reported I don't know that that's my understanding when I read your chart it appeared to me that the only public institution publicly owned entity is Valenier that's what you wrote in the chart correct? correct I'll represent to you that when I tried to find public documents for energy or ink I couldn't find any maybe I was looking the wrong place documents for energy is it energy or ink or energy or LP that you were saying holds public debt? energy or ink energy or ink so energy or ink you think may publicly expose facts about its products energy or ink as to publish its financial statements on a quarterly and annual basis I think it's on the six C what we call in the CDR website well I'll represent to you that if you put it if you go to the CDR website and put in energy or you won't find anything I'm not testifying but I'm asking you if that's a surprise if you're aware of that I'm surprised lead that as it may energy ink has one shareholder correct correct and Valenier has thousands correct whatever duties may apply to disclosure to owners of publicly held shares publicly sold shares that will cease to apply those duties will cease to apply do you believe it promotes the public good of mind or its largest gas utility its only gas utility and its largest electric utility to be completely owned by private entities the chain of command of the parent child lighter whatever we call as I stated to in the answers to the petition the main reason this transaction is proposed is to buy Valenier because Valenier one of the issues of Valenier is their limited financial capacity to support energy in its potential growth you say that in your pre-partisan testimony how long have you been president of Nivera since 2014 have there been any instances where my gas will be manpower heated capital and they were not able to obtain it that's my knowledge if you don't know who would know but to answer your question I think making sure there's no restriction on funding capital can only be a benefit some of those restrictions that apply to Valenier include disclosure to the public correct Valenier's contributions to the capital of PGS or GMP which show up in its quarterly reports correct could you just rephrase the question here I'm not sure I understand discussing the ability of a mind gas to be manpower to obtain capital he's had the question but that's what you said was the advantage to Vermont of the split and allowing the sale to go forward one of the advantages to continue on supporting that we like Novakko has done and Energia has done for the last how many years supporting the growth of what of the investments here in the subsidiaries you said that while you've been president there's never been any instance where the mind gas being manpower on an angle to obtain the capital a desire correct does your knowledge extend extend back in time before you were president I'm not aware of any situation does that mean well that's the question you can tell us whether you know before you were president was there an instance in which the mind power the mind gas sought capital from the parent corporations and were unable to obtain it I don't know you started to say that access to capital is not the only reason this promotes the public what other reasons are there the other reasons I think is we've been supporting and Novakko and Energia has been supporting the goals of the subsidiary here for quite some time without having any issues with bad enough capitalization in terms of funding or requirements or ensuring that Energia has the proper funding to grow why does growth of Energia as opposed to Novakko promote the public good of Novakko this transaction is a transaction which for Energia is able to grow energy to help grow energy Energia wants to look at market opportunities and market opportunities are defined as eventually other LBCs in other states or in Canada and but also continue on supporting the goals of our entities here it doesn't change it doesn't have any impact upstream of what's happening in Vermont it doesn't have any impact on management it doesn't have any impact on the boards it doesn't have any impact on the day-to-day business utilities but it strengthens the capital that needs to be provided to Energia to support these goals if I understood you correctly you're agreeing that the only benefit sort of the only aspect of the sale that you believe promotes the public good of Vermont is improved access to capital the other benefits are Canadian benefits, Energia benefits is that right? you've agreed there's never been any problem obtaining capital for Vermont gas or being on power until then alright, misunderstood who's up you asked him if in his term as the president he was aware and he said no and then when you asked him prior to him being president he said I don't know that's different than it never happened that clarification yes never been any problem obtaining capital for Vermont gas or being on power until now were you saying you wanted to rephrase that question yes I'm a little legalistic when I do it Mr. Crochet bear with me do you understand the concept of burden of proof do you know what that is maybe you want to explain it it means the party that wants the commission to do something it's their job to convince the commission that it's the right thing if they don't meet that burden of proof they lose regardless of what you or I might believe are the facts outside of the commission the commission process I mentioned that once they didn't have it it's the proof that it should happen that's a very fundamental explanation of burden of proof so I've asked you about difficulty in accessing the capital you said there have been no problems while you were president if you know of that before you were president you're as close as you don't know so and I need to go back to that question that's a good question there's been no problem for the record I don't know about that in it and I don't know how to access their capital and how challenging it was to access their capital to fund energy in terms of their capital injection with that I don't know you're involved with the O'Barre program and we haven't empowered a subsidiary of the O'Barre what are the subsidiaries what is the question what is I involved in the O'Barre when I'll ask a better question you understand Green Mountain Power it used to be a publicly owned corporation were you aware of that were you aware of the Green Mountain Power and the predecessors of northern New England and energy here in O'Barre came to this commission and said the principal reason well one of the principal reasons you should approve of its Canadian corporation becoming a sole shareholder the owner of Vermont's largest electricity utility is because it will approve their access to capital were you aware of that nothing to specifics because it dates back to when was that 2007 if I recall correctly when I made you wrong about the date is that the first you were aware of that fact during the commission's decision I haven't read the commission's decision transcript so I'll represent you that was one of the principal justifications for the approval and you testified you're not aware of any difficulties Vermont gas or Green Mountain Power had access to capital correct correct you testified this morning that whatever the public disclosures might be that are required of energy because it holds public debt energy has only one shareholder the vehicle correct energy has only one shareholder no that's cool and after this approval sorry after this transaction it is approved if it's approved energy or LP itself will have only one shareholder correct it could have two but controlled by the same shareholder so when we look at exhibit a P5 is the main exhibit fourth page of your exhibit one which I'm going to mark out is our exhibit 6 the fourth or the fifth page that's level 3B is the baby fourth you're looking at four okay that's page 5 what does that tell you just when I told you energy will have LP will have two shareholders one of them could be an alcove is that what you're saying which is itself owned by a miracle correct I have to show you what I've marked is our exhibit cross 6 oh I'm sorry I have to be right so before I move on to 6 I'm going to move 5 which is the marked up version of this pre-valid exhibit 1 you want to see these markings so, Bushin could you look at our exhibit across 6 it's got some time I'm going to ask you to make any corrections that you think are appropriate then once it's correct I'm going to move to exhibit can I ask you exactly what you're trying to do here we're trying to show whether your pre-val testimony stating that from our gas being on power autonomous it's accurate in each of those columns does that reflect all the pro-members we did not include all of the directors of each entity we included the ones that appear to have a relationship with energy or trend cap and bridge I would like to make one correction please do and then you see directors yes yes yes yes yes thank you he's not working for energy he was the chief financial officer and executive vice president of energy year at one time until the end of 2017 my early collection is correct he worked at energy year formerly known as gas natural for a very long time he became chief financial officer and vice president and this is still on the board of NNBEC yes but he doesn't have any moral relationship with energy is he paid or does he serve as a volunteer but he's not paid by energy he's not an employee of energy any more since 2017 we wrote on exhibit clause 6 next to his name and I apologize for the restowning we left the S off of this far we wrote that he's now retired so with that verification is this exhibit correct I want to just understand what I don't understand what this exhibit is and is it a summary of the discovery responses is that where the information came from this information came from the discovery responses and the exposures on the Vermont sector of states website is to the board of directors of the Vermont entities and what is it intended to show again it's intended to throw into doubt some of these exposures pre-pun testimony about the autonomy of the Vermont assets and even before that I don't understand what why are only some of the board members listed we're trying to show the overlapping directors and their connections to the parent companies for example we didn't list Mr. Rendell Mr. Rendell is on the board of NNPBC and is on the board of PGS that we didn't list him because everybody in this room knows who he is and knows what his connections are I think that one of the exhibits you had in your cross packet were the discovery responses so if there's questions about the numbers of the respective boards it seems like it would be more logical just to ask questions about that exhibit as opposed to your summary exhibit here well that's why I showed it to the witness whether they just put this in the brief trying to distill fairly complicated relationship among five or six different companies with overlapping directors at one page and give the witness an opportunity to show where we've made our statement I think there's potential for this exhibit to be misleading and it's not presented together with the discovery response that shows the full makeup on the board no objection to this coming in so long as the commission has also presented I guess the discovery response we were planning to move it into discovery response as well we can do that now if you would I have no problem with that it's just my concern is if you pick up what you've labeled as across six this document in and of itself doesn't tell you what it is according to representatives it says overlapping directors that's the principle and we added this she summarizes the fact from the discovery answers that the entire board of NN, EEC is appointed by energy here the entire boards of EGS and GMP are appointed by NN, EEC and as it states the discovery each one of the appointments is ended the same information on the discovery responses except the discovery responses are complete except the discovery responses occupy about 15 separate pages we're trying to show the discovery responses about the board membership that show the complete membership of the various boards are about two pages correct and they have all the information not just incomplete information they have all the affiliations that's one of the purposes of any way they list the affiliations and then they list where those dual appoints each member is that not right the discovery responses entirely complete it does not have the description what for example Ms. Roshu does or Mr. Unglow does or Mr. Chance does or Mr. Carl does and so on I think the discovery responses should list the discovery responses to the department's questions we have it's process 7 process 8 page 11 it's on a number of other pages it seems that you're trying to ask a very large question are all of these categories all the information all the information on this sheet accurate the testimony you're trying to elicit that's correct so it shows me that you could ask all of those questions individually and you could get answers from the witness and all those questions individually but we take out that additional amount of time but if that's your preference then that would be a normal way to proceed in this situation my preference would be that if we're going to be asking the witness questions about the various members of the boards different boards that we work from the complete set of responses that list out those folks and we could do that without this summary exhibit that appears to contain information that Mr. Dumont found somewhere else so my preference is we just work from the responses that were provided in the discovery my concern is that the full list of the boards of directors for each of the relevant corporations is not currently in the evidentiary record but in this exhibit in isolation without having access to the broader list it potentially creates this could be a potentially prejudicial let me move it to the cross stage which is the answer to the questions I wouldn't have objections are you moving for the entirety yes I'm okay with that yes I would cover my concern on things in the process no I'm wondering if I do think Mr. Dumont's entitled to ask the witness questions about every category and every statement that's on this document that is going to take up a fair amount of time I wonder a better way to proceed would be to take a short brain did this right now and have the witness spend some of that time looking more closely at this document and come back on the record and see if there's an objection to doing it in that streamlined fashion and take it from there thank you thank you I'm sorry to discuss the director of the cooperative excuse me can we I've never heard anything I think we'll need to just have the witness answer the questions about this because it's still confusing and to answer the questions we think Attorney Dumont has about autonomy and what was in the testimony we'll need to have the witness explain okay I'm sorry but that play out please yes Mr. Crochet is start with the top left C-A-N-T-I-M are you familiar with that person yes what's the full name was Mr. Tranton appointed to the board of numerical by Trencap yes next Ducat who is Ducat appointed to the board of numerical by Trencap by its GP which is general partner general partner I indicated in my testimony Trencap is managed by the general partner which is a subsidiary you're going to have to spell that one for everybody for the record why don't you spell it yes C-A-I-S-S-E D-E D-O D-E-P-O-T D-U correct someone named Crochet we should play with that person I just have one clarifying question did that general partner have a name as well yes it's in the testimony we get it it's capital CDPQ so it's a testimony of June 7 page 3 question 5 answer so that's the CDPQ is the acronym for the CAAS or CAAS the default correct that's the owner of the general partner sorry to interrupt the other side of that please the next person listed on our exhibit is yourself correct were you appointed to the board of Niberico by Trencap to the D-P-F Trencap which is correct next is Grunding say that correctly correct first name Colin and he was appointed by Trencap he was appointed to right now by Enbridge miss Mr. Grunding is the vice president for treasury and tax for Enbridge correct was yes I think maybe his title changed quite recently but that was his name I don't know when you pick up the title so the CFO of one of the Enbridge entities called the Enbridge income fund correct I'll represent to you that this information comes from the website for Enbridge is that the case and we jump ahead one second he was appointed Colin Grunding was appointed to the Niberico board by sorry Mr. Grunding was appointed to the Niberico board by Trencap and Mr. Grunding who is the vice president for treasury and tax for Enbridge is also a director of energy here correct you're right in calling me something which I didn't notice before in your first Colin I'll jump ahead but Grunding and Mackie are appointed by to IPL by Enbridge Grunding is not appointed by Trencap thank you for that correction so we'll cross out Trencap without Trencap for Grunding and cross out Enbridge for Perry we should write in after Grunding Enbridge Perry what should we write in Trencap so attorney Goupard was correct we needed to do this person by person Mark Lockheed Niberico board by Enbridge correct and he is the president of Enbridge energy partners correct if you found it on the website what's your knowledge he works for Enbridge he's been nominated by Enbridge say he's the president of Enbridge energy partner I just know they had a reshuffle for people correct correct what is the Mr Perry or Mr Perry Mr John Perry are there other Niberico directors on the board right now who are not on business the board or the director of Niberico at six board members so we have all six we have all six four are nominated to Trencap by Mackie directors of energy Mr Bunding and Mr Lockheed is that correct as director of energy that's incorrect tell us please don't be correct if you go to the response to the first set of discoveries from the DPM page four page three the current member of the board of directors of energy here and you have the day of appointment a beautiful woman and then married a child come to our house Jisling Gautier Jisling Jisling Jisling Jisling in the evening Jean-Luc Carmen Goulding Cynthia Anthony Jean-Luc Marc and Pierre Manon let's do this one more who appointed Mary Ann Bell and now appointed Mary Ann Bell who appointed Sophie Roshu Sophie Roshu and Niberico who appointed Marie Fischel I will refer you back to the answer to the question I gave you on page three of the DPM and that will explain Niberico has a short shelter of energy and a great incumbent representative proposed by each shelter of Niberico to the board of directors of energy here to ensure that each of them has representation on such board of directors which correspond to its proportionate interest in Niberico along as the shelter of Niberico as an interest in a set of 50% of Niberico that this shelter will be entitled to propose a number of representatives corresponding to the majority of the directors of the board of energy in addition to energy or LP but in that as limited partnership of energy or LP currently nominated three of the 12 board members of Energy Inc based upon not enough proportion of unit holding limited partnership the directors are elected on every basis by Niberico and by remaining office until the next annual show of the new year thank you so going back to our exhibit a tweet we listed which one which exhibit we're talking about three we listed were you Mr. Grunding and Mr. Machu was a three out of 12 but all 12 are pointed either by Valendier or by Niberico as I stated the three that we listed are also on an Niberico board and that's the explanation I just gave you with a reason of my answer to the question of the media we now go to the NNEC directors we'll return to page 4 of your answer to the partners Discovery page 4 NNEC has seven directors and the three that we listed here Roshu, Roshan and Espar start with the first two Roshu and Roshan appear on other boards of directors Roshu and Roshan are also on the board of directors correct? correct and Espar who's now retired is not on any of the other boards of directors but he was CFO of Energy he was CFO of Energy and retired in the end of 2017 he's no longer employed by Energy since 2017 if we could now look at back to page 4 of your answers to the partners Discovery the majority 4 out of 7 of the NNEC directors have worked for energy here or currently work for energy here or are Mr. Rendell 4 out of the 7 including Mr. Rendell is the majority and 4 are 3 that have worked for energy the majority of the board of NNEC is 4 volts correct? correct and we have the question right now for the answers to the partners Discovery the majority 4 out of 7 of the NNEC here's your report 4 out of the 7 including Mr. Rendell the majority and 4 are 3 that have worked for energy NNEC is 4 volts 3 out of the 7 board members we have a long term relationship retired with energy or currently work for energy you probably answered your question 2 out of the 7 currently working and the third is Mr. Discovery and the third is no longer working working for energy so those would be good to say that those 4 persons have been for a long time or currently are affiliated with or authority by a gas company that's primarily involved in the sale or distribution of gas sale and distribution of gas energy for business is indicated from discussion into the 4 basically Quebec is primarily Quebec and Vermont correct does it have electricity business in Quebec it's generating electricity in Quebec that's a website it's a very very large distributor of gas in Quebec it's one of the distributors of gas in Quebec it's the largest distributor of gas in Quebec for those persons affiliated for a long time with a largest distributor of gas in Quebec plus Mr. Reynolds of the majority of NNEDC correct did you just find your question majority of the 7 4 is the majority out of 7 4 is the majority out of 7 the directors of NNEDC and 4 directors of NNEDC and that board appoints the board of directors of Green Mountain Power correct with the recommendation of the board of directors of the distributors the board of directors of Green Mountain Power is subject to losing their job keeping their job every 12 months correct NNEDC energy here the other board annual the same way energy here the same way the current list of GMP directors this is not the complete list of GMP directors do you agree that there's no shoe in this number of chance are two of the current GMP directors I'm sorry nothing about this part so it's our exhibit 6 so could you repeat your question yes is it just 6 correct insofar as it states that there's no shoe in this number of chance are currently GMP directors in my response to the DPS you said of discovering on page 4 we have the board which is the people which we did quote Mary Powell Francis Reckley Laurence Riley Dave Wolk exhibit 6 is correct it's showing that Carol Carl and Martin Inlö are not the entire DPS board of directors but they are two of the DPS directors correct cow cow and not the angle it's out of 8-4 members ask me to look at the description there's no shoe there's no shoe chance there's Carl Martin himself this is the bottom the exhibit anything written there needs to be corrected the bottom needs to be corrected how do you correct it you shouldn't be there and then you need to see it correct but he's not employed by any issue and he wrote on the bottom, now retired but you will see it full and indicative vice president also should say former should say retired so with the correction of stating more clearly that Mr. Bismarck is retired when Dean was appointed to the local board by Benbridge Mr. Perry was appointed to the local board by Trent Habb those three corrections retired, Benbridge, Trent Habb is this exhibit active? no what else is wrong? yeah, the boss shouldn't be around that particular why not? he's retired is he still on the NNEDC board? but he doesn't have any affiliation with energy would you like to write next to his name under NNEDC directors he doesn't have any affiliation any more with energy he is currently a director of NNEDC correct correct but he doesn't have any affiliation with what you're trying to point here but the rule is through the 6th with the correction the premises after lending now says Benbridge the premises after Perry now says Trent Habb the bottom line Mr. Bissard has used an retired CFO in his second wife's prison of energy here at the city hall of NNEDC are you looking for me? yes, I continue to object to the admission of this I think it's confusing the information about who's on the board the complete information is in the discovery responses that we've already admitted and that contains an accurate depiction of the full boards so I object to the attention of this and as we demonstrated through the testimony today there are a number of errors this is entirely within your discretion it does summarize the witnesses testimony and as it's said if you think it's helpful you can treat it just as the monstrous evidence so it doesn't have to be formally admitted but you can use it if you see it Mr. Bissard I'm going to any question that is not admitted but can you just ask more questions if you would like to move on this Mr. Bissard, other than the changes that you just discussed it's raining and you don't have to repeat your position that Mr. Bissard shouldn't be listed is there any other question Mr. Bissard needs to be accurate to make you happy on the exhibit you have what is the line right to Mr. Bissard you can do whatever you want and cross that out to Mr. Bissard just to clarify this the exhibit is not coming into evidence so that he can ask a question on all of those I actually think we've covered the contents of it and we did admit the discovery response which has all of the information and affiliation Mr. Bissard's response has much of the information but not more I think it's fair to say that the original information summarized on the exhibit contained in the testimony we just had the discovery response is identifying affiliations between the F-star and the discovery response of the F-star to show where there's affiliation among different corporate entities I'm thinking that's where you've got the information Mr. Bissard I've already stated where we've got the information Mr. Bissard to clarify it's hard to know what the cost of number 7 which is on the future whether the market is going to cost 8 especially asked to clarify I'm sorry, I missed the question second question excuse me the energy do you have a question for which one? so Mr. Bissard there's this list of names in the bottom half that there's information after each of those lists of names using all that information that they're already in the discovery I asked the winner to go back to the discovery that was accurate but what I'm starting with is the record that we have is not going to be in this document so that's why it seems if you want to thank the mission consider that a copy asked so I would go line by line for the record Mr. Bissard is Sophie Roshu the president and CEO of Energy good is Senior Vice President of Development, Communities Corporate Affairs and Safety on Energy good is Eric LeChance the Senior Vice President of Regulatory, IT and Logistics and is he also the CFO Chief Financial Officer about Energy good is Harold Carl the Vice President of Leadership Development of Energy is Mark Locke the President of Enbridge Energy Department could you say so that's not his exact title it's something close something close I ask you if you're really sure of this are you the Regional Director of Asset Management at the Cass and the President of the verticals board I'm dependent on the record board my title changed I'm sorry what's your title now managing director managing director in construction in construction is Mr. Grunning the Vice President for Treasury and Tax at Enbridge and also the CFO of the Enbridge income fund something very close is Mr. Bissard retired from his foreign position as Chief Financial Officer and Executive Vice President of Energy he's retired from that position now I'm going to approach the witness with his permission he's on my laptop which is online right now and it's on the CDAR website I'm going to ask him to plug in Energy and see what happens is that okay what is that website name please it's the equivalent of the SEC website here it's the equivalent of the SEC website here to see if there are any public documents available about energy we I think we can confirm this without going through this exercise so I think it's publicly available if people want to look at it that's why I'm going to give mine after this I'm going to ask him to plug in Energy I mean we could do this on a break we could do this on a break and maybe we can stipulate to do whatever we find out it just seems a little long why don't we do it on a break and then we'll stipulate to do it or we can have them look over that's okay with the triangle either way the follow up question was asked earlier about the annual reports which you said you had not read the acquisition or if you're the president proposing for an agent is a 1.2 billion dollar acquisition correct but the asset except for some differences are the same assets and there is differences but in any other than have the same percentages of some of the assets the core of the asset is energy we own 71% of energy the difference is my understanding when I look at their numbers is they don't have their capital structure is different and their ownership of a certain asset is different than what we own to energy is it across 7 weeks did you speak to the microphone and questions what is it about 7 which is the discovery answers to the interveners disturbing questions the sake of soliciting across 7 do you have the witness do you get the response to the intervener the intervener's question how do you do it you can turn to pages 15 and 60 question one day is to create some documents pertaining to minutes emails letters communications from any of the parent companies with the live guests and your answer in the bottom of page 16 conclude notwithstanding the foregoing objections nobarico does not have the documents requested was not involved in the matters described in the request and the atoni projects of remote subsidiaries such as VGS and GMP are not part of nobarico's business and operation can I read that quite quick read that yes you read that correctly and let me explain nobarico's business and operations are all being covered we are having employees we manage investment and the only investment we manage is energy or correct and the main investment we manage is energy correct in fact it's the currently investment in energy correct in energy correct 100% 100% 100% 100% 100% 100% 100% 70% 100% 100% 100% 100% And NNEC is the 100% owner of, from our cast systems, correct? Correct. And it's also the 100% owner of Green Mountain Power, correct? Correct. You're comfortable with submitting sworn answers to this guerrilla stage. The utility projects of remote subsidiaries such as EGS and GMP are not part of the RECO's business and operation? Correct. Because Novakol is a holding company that holds an investment in energy. Novakol is an investor in energy. Energy here, as you pointed out, owns NNEC. And the day-to-day management is next to energy here. Energy here is managed by the board of directors. And we don't have any implication in the day-to-day of energy here. What does the Novakol board have a day-to-day involvement with? Managing its investment in energy here as an investor. Investor and owner? Investor and owner with energy here having its own board of directors and its own management as you pointed out in the previous interviews. I would now like to discuss the three of us exhibits. Nine and ten, attachments to the RECO responses to Martin's discovery. They were attached with 5.2 and 5.3. I'll worry on the person's website. Appreciate you having it. There have been ten accurate copies of presentations by Vermont Gas to the Gas Metro Board of Directors in 2016 and 2017. Four of the discovery answers were produced in answer to Martin's request. Have you ever seen this exhibit? It wasn't at the board meeting. The board meeting of Gas Metro. Who often does the board of Novakol meet? One to be quoted. Who often does the board of Gas Metro work energy here? One to be quoted plus one additional time. So five, five, six times maybe? Are the meetings held at the two entities? Are the meetings held at the same day or different days? Not at all. Was the exhibit lost ten? Was the document presented at a meeting of Gas Metro that you will present there? My recollection here. Was this document the actual piece of paper or the digital copy of it? Given to any of the Novakol directors who were not present at the Gas Metro meeting? Was this document, exhibit ten, paper copy or digital copy ever provided to any of the directors of Novakol who were not also Gas Metro directors? This is the first time for me, so I'm going to ask if you can go slowly. Could you just share your question? There are some members of the Novakol board who are not members of the Gas Metro work energy board, correct? The member of the energy or Gas Metro board in the fall of 2016 would have received a copy of the exhibit across ten, correct? Any members of the Novakol board who were not members of the Gas Metro board ever received a paper or a digital copy of the same document? No. How do you know that? Because documents received at the board of directors of energy are documents that you receive as a board member and produced by energy and are for the benefit of the board of energy and not for anything else. Information contained in across ten ever communicated to any member of the board of directors of Novakol who was not also a director of Gas Metro? My reflection? No. You would call any discussion at any time among Novakol directors of the Addison natural gas pipe? This project was discussed for information purposes at the energy board. Where there are some members of the Novakol board. You have been on the board of the subject of the Addison natural gas pipe, have you ever been discussed at the Novakol board? Not specifically. Have you ever been discussed around the board of energy? Not specifically. That we don't discuss the specifics of what energy is presented at energy is discussed at the board of energy. There's a very fine line between what is discussed at the energy area versus what is discussed at Novakol. What is important for Novakol is when we have to make capital inclusion, capital contribution for the stability of energy. That's what we discussed at Novakol. Were you ever asked, was the Novakol board ever asked to make an investment in a lot of gas systems while you were on the board? The weight function at energy or energy comes back to the shoulders when it needs to make a capital inclusion. So a capital inclusion part or rebalancing the structure of energy to maintain the credits. Could you answer the question? What was the question? Was the Novakol board ever asked to make an investment in a lot of gas systems while you were on the board? As I explained to you, we make capital inclusion when we need to rebalance the structure of more energy. Because energy asks us, this is the time when we need to rebalance the structure of the financial credit investment in energy. I think that your answer is that Novakol doesn't invest directly in a lot of gas systems. It adds capital to energy or which then makes the investment. Is that what you're saying? Yes, it makes. So I asked a poorly worded question. I want to try to do better. While you've been on the board at Novakol, has Novakol ever been asked to increase the capital of energy or so that energy or can make an investment in a lot of gas systems? I don't recall the specificity. There must be. Why must it be? Because they're supported by both the energy here and the energy here are supported by both the amount of power and the amount of gas. Fourteen, fifteen, sixteen, a lot of gas systems have a lot of energy. We need for capital to get it done. Sorry, I didn't hear that. In 2014, 2015, 2016, a lot of gas systems had rather large need for capital to get it done. Which gas systems? I'm sorry, I didn't hear that. In 2014, 2015, 2016, a lot of gas systems had a large need for capital. They had a very large project. What was that project? It was the Edison Project. The Board of Emeralds? Edison Extension Project. So the Board of Emeralds voted to provide capital to energy here. Provide capital to a lot of gas systems for the natural gas project. Correct. The Board of Emeralds provided capital for energy here to support these goals. Can it be the gas, can it be the energy, can it be other projects in collaboration? It's pinched together, as I explained to you, to when needed, between all the different funding, either debt or equity, to maintain the credit rating and the financial structure of energy. So I cannot pinpoint to you specifically the accurate, the state that the capital needed for the natural gas project was over $100 million. I think so. What is the accurate state that the Board of Oberko approved of investing in energy here? So that energy here could provide over $100 million for the natural gas systems as a natural gas project. Did it probably provide for something, energy here, the amount? I don't know exactly where did it come from, debt? Did it come from equity? Not sure. When the Board of Oberko was considering investing tens of millions of dollars to just sit around and talk, would you, how many documents would you look at to make those decisions? Objection. It's hardly none of it. Maybe it's characterized as different. I can't ask you that question. When the Board of Oberko makes a decision about investing tens of millions of dollars in energy here to invest in the non-succeeding, does it face that decision on any documents? Would you just repeat the word in your question? When the Board of Oberko makes the decision about investing tens of millions of dollars in energy here to invest in the Vermont subsidiary, does it face that decision on any documents? Most of the decisions are to change. All the decisions we suspect to Vermont and the Energy will make a valuable call to the current company setting an end to that call. As I said before, the intent of the capital call is to ensure the financial trading, the financial energy here. This is an old lawyer question, right? It was a yes or no question. I can repeat the question if you want, but I am looking for a yes or no answer. The question I will repeat is the Board of Oberko has decided to invest tens of millions of dollars in energy here to invest in the Vermont subsidiary. Does the Board of Oberko review any documents? The Board of Oberko reviews the continued call for an equity injection. The Board of Energy here will review or make the decision for that call, but the decision for investing are made through all those boards independently. I would expect that the Board of Vermont guys approve that and make the capital call to energy here like the Board of Fremont and Power when they read the equity made the capital call to energy here also. Was that a yes or was that a no? Your question is two-fold. I am not sure which question I should answer. Maybe if you broke it down a little bit more, I think it's coming a hard time because it says that answers the question. In your discovery response in page 16 what you said, Oberko does not have the documents which was requested. Was not involved in the matters described in the request. And the utility projects of remote subsidiaries such as VDS and GFD are not part of the Oberko's business and operations. The request sought all documents pertaining to the NS natural gas budget. You told us under oath there are no such documents. They do not exist. I'm asking you right now. When you make a decision to invest tens of millions of dollars in your subsidiary energy here to invest in Fremont subsidiary in your testimony right now, you make that decision without reviewing any documents. My answer to that question is from the Board of Fremont. The Board of America will make the decision to invest tens of millions of dollars in energy here in Fremont gas without reviewing any documents about the NS natural gas budget. Objection, it's not what the witnesses said. And by starting questions with information that the witnesses have directed to it, it's just confusing the witness. So the witness would have to answer questions, and then we can break them down and not package them with statements. That's not what the witness says about it. You mentioned whether... It's a call from Energy to the Department of Energy. It's a proper letter saying we hereby request under the Energy and Healthy Agreement three questions you've shared with us. For rebounds and restructure, X, Y, Z, and all that. It's a three-page letter. It's a three-page letter, more than legal. The question was if there was a supporting document. So it does sound like it from your answer to the hearing answers question that the maintenance of the citizens about whether or not to invest in energy or if the energy could invest in the NS natural gas budget. You did review a call and the call consisted of a three-page letter. Is that right? We have a call for equity on them that we do so often in a year. And that is presented at the Energy Air Board and the explanation for that call is presented at the Energy Air Board. What about the America Board? That's what depending on the questions are about. Because you said the environmental protection activists that did the America Board has looked at. Is the call in writing given to the America Board? The call in writing is given to the shareholders which means the America Board. Which means no record in writing? The discovery answer you gave us was not correct. No, that's inaccurate. You're mischaracterizing the testimony. He's saying that there's a three-page letter. And that's what he said. So you know what to do about it. You don't want to testify into the record or change the testimony. You testify by the way you testify. I'm asking a question. Why don't we try the next? You want to take a break and maybe we'll just explain it. No, I don't think we need to break it. Do you need to ask clear, simple questions? You'd like to take a break? Maybe during that break. Why don't we do that before we break? I mean we can break before we do. Okay, we're back for a break. We're talking about the elevator. Is it working or not? It is. I think so. I don't know if it's working or not. Does anyone in the room know of anyone who's having trouble getting up to the elevator? I don't know. I don't know. Does anyone know of anyone who's having trouble getting up to the hearing room now? Or does it seem like everyone's been able to make it? I didn't see anyone at the bottom. Okay, thanks. If anyone gets a text message or anything from someone or is aware that there's someone who wants to be in the hearing room but can't because the elevator isn't working. If anyone drops anyone in the back seats at that moment and let us know and we will try to set up a phone conference in or do whatever we can to accommodate so anyone who wants to be here but not access the third floor is able to. You left a... Yes, and I want to start by making a correction. It turns out to use the S-E-D-A-R website correctly, you have to put an accent over the letter E to find energy. Number one, I don't know how to do that on a laptop computer but if you do that, you will find that energy does have reports on the website. I was wrong. Mr. Pochette, I want to follow up on the subject we were discussing before the break which is calls for capital. Before we get started or before you get started out, do you want a sense of how much more time moving with this witness? Five minutes. Make sure that we have enough time to take the proceeding today. Oh yes, and I have very few questions for the partners. Thank you. When a subsidiary such as the Modcast Systems requires capital from energy or what are the steps they take? It's a difficult question for me to answer because we're remote, we're upstream. I would guess the first step on that subsidiary would be for their board to approve for cash flow. Sorry, for who? For an investment by the shareholder because they require an investment by the shareholder. But the board, that board entities I'm assuming, because I don't know the details, I'm assuming that board entities will review the decision, review what's required of me, review the budget, review everything, and so too. We need a cash flow for each one of them. Can you say to that board which board are you referring to? Any of the subsidiaries. Energy, for example. That's the best board. Energy will do that. And I would expect. That's my understanding that VGS and GNP will do the same. Do you have first hand knowledge about what energy or formerly known as gas metro does in response to a request or a call from VGS or capital? No. Do you personally have first hand knowledge of what energy or formerly gas metro does in response to a request or a call from VGS or capital? Energy will review on a yearly basis what are the funds required by this operation and the operation of the subsidiaries. They all will go, each will provide a budget, the budget will be approved by their own boards and those will come to energy and energy then looks at the funding it requires for making projects everywhere with different projects. Put them together. You have enough debt to fund that. You have enough equity. Sometimes they have all the resources they need. All the financial resources they need. Sometimes they need to make a cash flow. So everything is going to go together. And that's how we could it be a decision from the NACB to get back on XYZ. They look at their financial needs as in companies look at their financial needs. Is the answer you just gave based on your own personal experience serving it on the gas metro slash energy or board? That's my understanding on energy or board and the other board. I'm just asking what we call a foundational question. Is the testimony you just gave based on your personal experience? Yes. The Board of Energy is reviews on a yearly basis the budget reviews the financing energy or needs the reviews of capital projects the management of energy will build the budget who will review it at the energy board. And from there on the energy from that budget okay I can finance that or maybe because I need to maintain my ratios my different ratios for credit rating regular businesses and you can make your cash flow within six months on the cash flow. Included in your response that the energy will examine the things that capital projects were used. So for example the Addison Natural Gas project will be a capital project. Not at the energy or board because those projects are dealt each subsidiaries with their own governing board will be able to do their own projects and take the decision on their own projects. I'm not asking you to agree that the energy or board says yes or no to building a project. What I'm trying to find out is the energy or board trying to find out what details the energy or board has of capital projects by DGS when the energy or board approves the right capital of DGS. Capital projects by DGS and DGS every year I would assume the CEO and the CEO who goes to the board and say this is my project for this year those are my capital projects. I'm only assuming they bring a budget like any company they will bring a project with all their capital projects for their board to decide. For their board to decide. So you have personal experience serving on both energy or board and the workers board. Correct. So the answer you just gave us about how energy responds to capital calls based on your personal experience serving on energy or board. Correct. I give you what I assume it is because I'm not in the day-to-day operation we're holding a company we're managing our investment into energy energy or present to us a budget for like they have to do with all the different entities it's all a bunch together. And the project we approve part of the project in Quebec which are specific to Quebec and which don't go into the rate base because everything which is in the rate base is already approved by the regulator. I'm certain that you may have been answering a different question I've been asking because I'm trying to ask you questions only about how the energy or board operates will get to the vergo board. It sounds to me like you're going to be talking about how the vergo board operates. No, I haven't been talking about the vergo I've been talking about the energy. So your answers they just came were just about the energy. Mr. McLean did you want to say something? I think if you want to read back his answers if you're confused then you can have the answers read back but he was talking about what he assumes happens on other boards as well so it's not just his experience on the energy board. I think we can ask simple questions and you can get some questions. If you want to clarify I'll let you take over. I thought you were asking for clarity. I think the transcript. So now I want to ask you about the process of having a vergo board when you receive a call for capital what's the process? What documents do you look at? Do you obtain information verbally from board members or from staff? How do you respond? Tell me what the process is. The process is we sit on the board of energy okay. Energy has to decide if it does a capital call to both the children we review the requirement of the capital call at the energy level and after that there may be some questions in the organization that we're called and it's indicated whether it's a rational or whether it's a basis generally the purpose is to balance the financing structure of those of energy and some of the board members as we pointed out sit on those boards. Before launch break you referred to three-page document you associated with a call from energy or to the verco for capital what is that document? It's a simple document under the shelter agreement of energy or LP for section XYZ where by getting you notice that within six months you will have to make a capital call by XYZ. It's one page, two pages. So a capital call for XYZ what's an example of what XYZ might be? We need to rebalance the different ratios and the structure I don't recall exactly the language we haven't seen one for quite some time in the film. Correct me if I've got this wrong but I'm understanding from your testimony today is that energy formerly known as gas material does the evaluation of the details of the capital call and at the verco level it's very generalized to receive very few details. Is that right? We ask every time there's a capital call at energy we ask the question what's the reason for the capital call? Why are you making a capital call? Why are you making a capital call? Okay, we need to rebalance the structure in general because of the balance in the structure and after that we may have an analyst talking to us before understanding exactly what are the ratios that need to be rebalanced we ask questions and the capital call is submitted to the Board of Energy for them to send before it can be sent to the Board of Engineers for a week My question was about what happens at the verco level and your answers referred to what happens at the energy or board level Is that right? So at the energy level since some we do receive the call we know about the call I sit under the energy I cannot, you know, that's the fact and we have a small discussion about it at the board we we, our team as I said, not to this year but we talk to the finance team of Energy here we look at exactly the specifics of why we need to rebalance and the way we think about that Is that an issue of credit? Is that an issue with rating agencies? What's the issue? Can we bring a way to what's the best way to do it and that when you fold it just for the purpose of clarity you said we have a small discussion about it when you said we have a small discussion about it that we had the no verco board Thank you That's all I have That's the question You are referring to doing the ratio of any consideration of specific projects as a part of that? It's difficult to say a specific project because those projects are going to the financing need I cannot tell you exactly which one are there There may be projects at Energy or there may be projects that you were But I'll go back to what's key here Decision for Vermont How many people are not with the management which are there After that what's elevated is the funding of the decision that the decision is made down to you And those all funding when Energy does this budget you accept the funding of everybody within the organization all the different subsidiaries put them together and say okay this year I don't need funding and next year I've got too much that I need to rebalance then rebalancing is it for one particular project it could be for any different project or because they have too much that I cannot say I wouldn't say for project it's for projects in Quebec but probably for investment requirement in Vermont or because at the Energy Board we don't decide the Vermont entities decide and take the decision on their projects You wouldn't provide advice or or whether a project should proceed It's limited to how it should be funded Is that a fair characterization? The decision to proceed with the project is made by each of the entities Hello and would in America have some say in that? No, the each entities have their own voice have their own governance are majority with independent members from the Energy Board as I stated in my response and take their own decision for this project Thank you Is the department having I'm sorry just before we pass it on I want to make sure I know that the state of the record what exhibits it I know we've given a ruling in the 5, 8, 9, 10, 9 in the Michigan exhibit 6 Did 7 come in? 7 7 came in or there was a treatment that didn't move to admit those we delayed the ruling on those while you asked questions So I just want to make sure are you moving to make sure that it exists? I thought 4 was admitted without objections but I made it wrong I made it wrong They did? Are you maintaining your objections to existence 1, 3, 4? I I'm fine with admitting the shareholders the exhibit plus 4 That's fine There were no questions about the other ones because the witness wasn't familiar with those I don't see any reason to admit 1 through 3 that weren't the subject of any testimony I think I tend to agree I don't know if you can establish Providence Foundation Correct, I have not presented what was read though I think the documents may be useful to the commission hearing officer Certainly the kinds of documents the commission could on its own tame, evaluate and just give notice to the parties because the public documents is the Canadian equivalent of an SEC fighter They satisfy the court's rule I don't think it's critical I think it's useful to have everybody available I don't think it hurts and I think the documents contain a fair amount of information about the Vermont activities of Melanier and that's what I was going to go through with the witness and discuss I might add if I could that I think that the record is complicated by some of these issues that aren't directly relevant and so I'm not sure that having these very lengthy reports is going to advance any of the issues of consequence here I could just give you an example sorry I was just going to say if you look at the 2018 annual report revisions from 81 times the maps of distribution systems in Vermont they disclose how much income gas metro is getting from the Vermont subsidiaries it shows the importance of Vermont subsidiaries to gas metro that's what I want the relevance sorry I didn't say that there's not a well I'll let you decide I know that you were in the middle of talking about it did I just ask one clarifying question because it was at the very end of the testimony just of the witness was it your testimony that you have not read any of these three documents the cross one, cross two and cross three I think my answer was let me explain Melanier owns 29% we own 71% and we sit at the board we know the 100% we sit at the board on the 100% I don't sit at the board of Melanier to review those documents I'm not part of the other committee of Melanier to review those documents so we have a very good understanding of the underlying part of the underlying I said because Melanier has something which are different than what I hope in terms of Melanier they have difference in ownership in assets but do I look at that on a regular basis is it my job to look at that on a regular basis this is Melanier and this is Melanier to review those we at Melanier as owner of 71% of energy we know very well part of the business which is also where you have not read these specifically those three I don't read the the report of Melanier on a regular basis let's take thank you do not tradition and cross exhibit four is 70% of human and we can have some limited cross imagination about I think I'm the question that Mr. Gimard just had about the capital structure here in the various make sure that you get closer sorry I can hear you but I'm worried about my apologies Mr. crochet do you know off hand approximately the total assets that here in dollars seven seven I'm sorry can you repeat that seven so one of the Vermont subsidiary companies let's take Vermont Gas let's assume going forward Vermont Gas wants to complete a new $100 million capital project that project would be funded through a mix of debt and equity and VGS would take the debt out of its own and their capital structure is subject to review by our PC so the equity portion of that if they needed funding from their shareholder they would initially make a request to NNEEC is that correct so any NNEEC let's assume it's $50 million they would effectively bundle that $50 million capital request with the other subsidiaries that are under NNEEC whether BGMP or the solar company and then that would go up to Energia and so Energia would then bundle that $50 million into the broader pool of investments that it has in Quebec and then that would potentially be the subject of a capital call to New America if NNEEC doesn't have access to debt to fund up B if Energia has access to debt all those steps after taking the request funding they will go to the shareholder and you referred to various ratios and rebalancing is that typically balancing debt and equity to maintain appropriate public ratios or is it broader than that it's debt to equity and regulatory ratios also and now let's assume on a hypothetical situation there were some emergency that happened with one of the entities controlled by Energia whether it's a natural disaster or something that requires an unexpected large infusion of capital and that request is made up through a capital call to New America at that point in time would New America probe the details of why there's an unusual request for capital if it's an emergency and we expect Energia to be able to tap on their revolving facility and their facility for that and their what for that to tap on their revolving created facilities they have revolving created facilities for situations like that and other situations so that would be the first and after that it would be a rebalance and two times and when capital calls come in do you have a feel for the scale of the dollars requested are we talking 10 million dollars or are we talking 100 million 200 million dollars that's not a question we have a couple questions about Valoneer's decision of New America to purchase Valoneer came about and why so you can tell us just some background on that sure on a regular basis we review we review the strategic plan how to achieve the strategic plan and we have discussions with our partners and so on that and some of the opportunities as mentioned in my discovery or testimony some of the potential acquisitions of energy we like to potentially look at local distribution companies in other states and Canada are pretty substantial in terms of investments and that was always a bit of an issue of energy Valoneer could fund how Valoneer could fund the own portion of the potential so and for that reason at some point how are we going to deal how are we going to best position energy how can we best position energy to be able to grow energy in making large investments in the future and understanding that Valoneer limited Valoneer ability because of its small capitalization to fund potential investment as an equity owner would be an issue we've decided to and we made a proposal to Valoneer how are we going to do it so you said small capitalization can you explain what you mean by that Valoneer's market capital he's 1.2 billion and that's the transaction as Valoneer to go and draw if you take for example an LBC would be 3 billion dollars 4 billion dollars half of it funded by equity I'm just picking numbers half of it by debt so 4 billion, 2 billion by debt so 2 billion Valoneer would have to fund and when you have a market cap of 1.2 billion raising 6 million would be difficult so we do talk about funding large investments in the future are you talking about entirely new entities I'm talking entirely new entities not additional investments additional investment into BGS unless BGS and GMP come it's a huge project which I'm not aware of has the proposed acquisition been approved by the Valoneer shareholders can you give us a status on that the proposed acquisition has been approved at a special board of Valoneer two held on June 11 two planned up our insurance which has been approved the other approval that were required was FERC which has been approved also yes this transaction has been approved by the majority of the shareholders of Valoneer by the majority of the shareholders of Valoneer under court approved arrangement thank you in your initial testing the transaction will occur either in one step or two depending upon the approval and preferred Valoneer shareholders so is it now or one step and has that one step been completed both steps have been completed at the same time the regular shareholders and the preferred shareholders are approved to transaction three to your May 2nd testimony three you're referring to the change in the indirect ownership interest and you have that the cash will go from 28.09% to 39.56% an end bridge from 27.61% to 38.89% and in energy or GMP and BGS the question is at the 38.89% for end bridge and then plus the 39% for the cash is there another entity that is missing from that calculation to get to 100% yes those are indirect percentages if you look at my testimony just before on the blind 17 page 2 trend cap LP is majority owned by CDPQ at 64.74% okay so the remaining are other shareholders of trend cap 10,000 owned 100% of trend cap who are they from the investment fund which is the pension fund of British Columbia the pension fund union workers which have been there for 10 years and more both of them have been there for 10 years and more which is called FSTQ which is the pension fund one of the FSTQ and the last one is the retirement fund of the university sorry of what? University of Quebec and this is if I'm correct public information which is on the website of the engineer the majority of trend cap 64.74% is owned by CDPQ CDPQ CDPQ and there's a practical matter in that entity CDPQ is the entity that's appointing all of the test seats on the energy forward it is a general partner of trend cap so it controls trend cap the other investors are passive and therefore we have points a member of trend cap on the board of are those passive investors similar entities to the class? It sounded like what you said about the pension and I just want to confirm and understand pension funds the case is not a pension fund it's a pension fund manager so the case is manager the others are really pension funds the pension fund of the union the pension fund of the university the pension fund I have to check for BC and Zibin British Columbia Investment Corporation exactly they are managing funds pension funds for different the value of the fund manager just to point out look at page number one of the exhibit it's not an evidence exhibit it's a diagram that helps explain that this is testimony it's a system this testimony just may help you look through this I'm agreeing with witnesses it's a question it's page number one but it's actually one to the fourth page and it's also available last time I checked on the energy it's the fourth page but it's the number of pages number one it's the next page that's the same that's the same since I'm from the Department of Fire in America the number of fourth seats will go from 12 to 9 5 6 more exactly 6 including the CEO of energy the CEO of energy CEO of energy one of those six and then the remaining three will be 25 25 do you envision any scenarios where that could have changed the 63 division I don't see today that this could change remember this is a transaction which was led by KS it doesn't change the percentage of fourth seat of Enbridge or the ownership of Enbridge inside America so they have one third of the fourth seat they'll have one third after that of the seat under energy 3 divided by 9 which is 130 so that is exactly the same thing there is no plan nothing that could change this transaction was led it's not proposed by Enbridge it's not an Enbridge transaction it was led by KS in order to help for potential goals of energy in terms of funding for goals that we mentioned and continuing on supporting the goals of remote entities so we're struggling a little with the numbers I guess that because Enbridge is entitled to a proportionate share of appointments correct and it's not one third it's 38.89 percent after the transaction if this transaction is approved Enbridge on 30 is about 8 percent of Nogaco right now so when I plug 38.89 percent times 9 I think it comes out to 3.500 1 it's just fairly if you were to round the direction it would round it seems to give Enbridge 4 seats am I doing that wrong or is there another document you're not doing the map wrong but it's not important because Enbridge is a minority will stay a minority and they have no control over the board decisions either at the Nogaco level as I stated in my response to discovery nor at the board level nor at the board level but it is possible they would have 4 of the 9 seats it's possible that they would have 4 right now they don't have it they don't recall when they had 4 according to what I'm seeing but Valinor has kept them having that correct because their proportion currently that if they're at a 28% which is then they couldn't have 4 of the 9 seats I don't see why Enbridge would increase because that doesn't give them more control because it would still be 5-4 because it would still be a majority because if you go back to the point you have and you read this morning since we have the majority trained up as a majority of the Nogaco as a majority of the board member and that will go down also to the Nogaco level I don't think anyone's questioning the majority is just how much of the minority that we're trying to figure out would be there and if this transaction is approved it would help to go to page 3 of your June 7 testimony and question 4 is about make up of energy or board before and after the acquisition and that's what we've been talking about and the last sentence says in the event that the size of the board further changes following the acquisition the nomination rights have passed through trend capital P and Enbridge will be proportionate to their folding of shares at the Nogaco level so that proportion would be that 38.89 per seconds after the transaction if the transaction is approved it will remain as it is right now we own 38% and right as you pointed out it's the rounded if I'm correct to do 3.5 0 but like that I haven't seen any change from Enbridge to increase the number of board members and the 6 will be appointed by Caz and 3 will be appointed by Enbridge but there were a change let's say I went to a 7 person board that it would be these percentages used and that would be 4 chosen by the Caz and 3 by Enbridge and then maybe calculation so does that sound right for a 7 person I know 6 would be but it doesn't change the control the control of the majority and who decides to change the size of the board would make that would propose that decision would make that decision Enbridge would make that decision could it propose to change the number of board members who didn't have this I'm sorry sorry I'm wondering who has the authority to request and to approve of a change in the number of energy or board members that's a good question I may have to ask the company to look at the steps to change that but I want to reassure the commission that as long as we have majority ownership we will continue to ask as of today we have majority ownership at the level that will be the same at the energy level and that will enable us to name the majority of these board members at the energy level just to clarify you said 38.89% is what it is now 38.89% is what Enbridge owns through IPL in your record so you from in your testimony stated that the acquisition does not result in a fundamental change to upstream ownership do you recall that I recall that so we have a better understanding of the fundamental change would you describe what you would consider to be a fundamental change fundamental change upstream ownership upstream ownership is here no vehicle is already in order of 7.1% of energy here and we are providing 29% we already have the control of the GP of energy here because we own 100% of them and adding 29% my view is important but it's not a fundamental change if we were let's say if we were at 51% and we wanted to buy 49% that would be a substantial change so it's purely based on the numbers and whether it's majority we already are majority so we are adding to that majority increasing that majority we're not changing control we're not changing anything that has been working and used for the last more than two years just turning to another topic on your May 2nd testimony question for the answer for a prior testimony and you say GMP and BGS have always been managed have always been managed independently of all their upstream owners including a Verfo Enbridge, Trendcap and CAS and that too will continue following the closing of this transaction I'm just wondering if that is documented in any related documents about how the entities interact with each other is there something that says Verfo or Enbridge, Trendcap and the CAS can't influence how GMP and BGS make decisions I think it goes back to governance and I want to spend a bit of time on governance the way we manage energy is through our participation of the Board of Energy we don't direct energy to DXYZ energy arises on board and the board with the recommendation of management will take decision and will support management the main decision that the Board takes is succession planning and approve or advise on the strategy plan after that the decision about potential acquisition and others and that Pericolates is the right words in English but that goes down to the subsidiaries where each subsidiaries have their own board which they report in terms I'm sure it's in the statutes and their net independence their CO report to them yes there may be discussion between or exchange of information because ultimately we need to come energy needs to consolidate all the financial statements produce NDNAs produce financial statements and within those discussions but the decision making is made at all the subsidiary levels the decision maker so to answer your question is there a specific document I'm not sure I would have to look at all the statutes start with the statute of energy which I'm not familiar I don't look at those statutes that are quite some time and I don't know about the statute of BGS and GMP but they're regulated entities so decision making I'm sure those entities and it's the same way we manage other investments where minority shareholder or majority shareholder typically those boards have decision making powers which are not to the shareholder they take the decision making they make the decision upon the recommendation of the management and just to clarify when you're talking about the statutes suddenly you're talking about the bylaws I guess I would request if you have those available the America could point us to something that has that in the bylaws of the corporate energy and the corporate energy and also give us more information if you have it on the question asked earlier I would request a change to articles of how many board members are on the average year board I have minutes to take a look at my notes and if I have any redirect it won't be sensitive yes I have just a few follow up questions Mr. Foshay do you know if the bylaws for the boards of Vermont Gas and Green Mountain Power have a specific requirement regarding whether the board members are independent from upstream owners no I don't know because I've never seen those bylaws but the philosophy of the investments it's true of the energy it's true throughout the chain here is that they have independent board members majority of the board members I want to go back to your May 2nd supplemental testimony do you have that in front of you and refer refer you back to we're on page 3 lines 12 14 do you see there where you refer you state as I noted in my prior testimony GMP and BGS have always been managed independently from all upstream owners I'm sorry upstream upstream owners can you explain to us what you meant in that sentence there about managed independently yeah sure my understanding it's the same that we were doing at energy years that the board governs the company the company is governed by the board and the management the operations done to the management we don't direct the management we're not implicated in the decision making directly with the management the management decision process goes to the board I would expect the same to be applicable to each of those entities and that's the answer I want to talk a little bit more about some questions you got from the hearing officer on page 3 starting on page 2 of your supplemental testimony so right where we are the May 2nd testimony currently how much of Noverco is owned by the Enbridge entity 38.9% and how much of Noverco is owned by the CAS entity CAS is owned 61.11% in terms of capital spending it's controlled by CAS and if we add the 38.89% and the 61.11% that's 100% correct? and after the acquisition if it's approved here what will Enbridge's percentage in Noverco be the same 3.89% and what will the CAS's ownership interest in Noverco be after the acquisition the same 61.11% to a trend cap now can you I'm sorry I didn't focus on trend cap can you take a look specifically on page 3 of your May 2nd testimony true do you see lines 2 through 4 your testimony indicates that referring to the acquisition that this will in turn increase the overall indirect interest of the CAS from 28.09% to 39.56% do you see where I am can you explain explain how you calculated that 39.56% yes 39.56% is equal to 64.74% which is the ownership of the subsidiary of CAS times 61.11% which is trend cap ownership in Noverco to multiply those two numbers in your own right I'm pretty sure and those numbers just so it's clear here those numbers that you're referring to the 61.11% and the 64.74% are those on page 2 of your testimony correct just those issues go to the numbers on page 2 relate to ownership of Noverco the numbers on before and after the numbers on page 3 relate to the before and after effect on energy, LP, GMP, and BGS so the the effect on energy, GMP, and BGS after Valinir goes away is that the percentage increases it's the indirect ownership so if you're buying Valinir that Noverco buys Valinir so Noverco goes from 71% to 100% so those numbers grow in terms of the impact on GMP and energy the GMP, BGS are always being owned by energy that doesn't work but the percentage that that trend cap and IPL systems own the CAS and Enbridge and our gear grows through Noverco because Noverco grows from 71% to 100% but in Noverco nothing changes in Noverco the shareholder agreement doesn't change Enbridge doesn't have control over the board of Noverco Enbridge doesn't have the majority of the board members nothing changes there we have one third of the board members we can continue on that we have one third of the board members questions were any other follow-up questions moving we don't need a break before the department's going so the department's now going to call Mr C. B. Harold then Mr Leonard J Kajawa who filed joint panel testimony in this case you can call one of those chairs Mr. Harold the user how bad do you swear or are her mother that the testimony you're about to give will be the truth, the whole truth, and not the nothing but the truth, like Mr. Gajala, do you swear or affirm the underpounds of Gajala, that the testimony you're about to give will be the truth, the whole truth, and not the nothing but the truth? Mr. Gajala, Mr. Gajala, can you try, if possible, to speak in the microphone? I know there's two of them up there. And do you have copies of your prefile testimony and the exhibits which were marked as PSD-CBH-1 and PSD-LJK-2 up with you? Yes. And is there any need to revise or edit or correct any portions of that testimony or exhibits? No. And we spoke about this previously, but I want to remind you when you are here as a joint panel, if one of you responds to a question, if the other one disagrees or if you disagree with what your partner said, you have an obligation to let everyone know that you disagree with their partner's response. We understand that. And so Mr. Harold and Mr. Gajala are available for constant emancipation. Good afternoon. Good afternoon. Could you please share with us the documents you reviewed in preparing your prefile testimony? We reviewed all the file documents in this proceeding, so most important to us were the original petition of the medical and testimony of our future and the supplement to that. We also reviewed the additional filings that were made by the intervenors as well. Filings meeting the motion to intervene? Yes. Did you read the discovery that was provided by America? Did you rely on those in preparing your prefile testimony? I don't recall that it was a reliance on that particular document. I think the most important was the petition by Nicaragua for the transaction they planned to make. They wanted approval to make. So what research went into arriving at European gates to elaborate on Mr. Gajala's answer? We read all of these filings so that we could make sure we had an overall understanding of the transaction and what questions were being raised. What was your last question, Lisa? Well, to be blunt with you, I'm wondering if what you basically did was say, hey, if we were on the commission, this is what we would decide. Or did you go beyond that and actually compare some expert analysis? We read everything. We studied it. We thought about it. We talked to each other. We had discussions with the staff here to make sure we understood the issues. And then we relied on the fact that we've been in this business for 50 years or more and have a good understanding of corporate governments and what is an appropriate practice. And it's a lot of conclusions based on all of our basically knowledge as well as reading and understanding this transaction. You say you've been in this business for a long time. What do you mean by this business? Well, we've both worked in the regulated industry business of utilities as well as other corporate governance questions, corporations. So we have a general understanding of what's the normal acceptable business practices. Neither of you have mentioned reading the board's order in 2007. Do you know what order I'm referring to? Board to order of 2007? Yes. No, sir. I don't know what you're referring to. Did you ask any questions? Do any research on the analysis the commission formally owns the board went through in deciding to allow gas, metro, and northern New England energy cooperation to acquire green-outened power? No, we didn't accept it. The fact that they owned the company and they were moving forward and it proposed transaction. We didn't go back and say what happened to it to create where they were today. Do you know what the principal reason was? That was articulated by the board as to why they approved of the acquisition of green-outened power by gas, metro, and its subsidiaries? No. No, I don't. What is green-outened powers credit rating now? Jack, I think that question was behind the scope of the test and ran for it as the provider. If you read the board's order from 2007, you would say it's directly relevant. I'm not aware of it. We have to go on with it, Jack, to read more answers. I'm sorry. It's OK. So we'll allow the witness to answer the question and like Mr. DeMond, that we have to stay within the scope of this. And for the sake of the record and commission, I'm referring to findings of facts 18 to 18 and 20. What's the date of the order you're talking about? March 26, 2007. Or 7213. So the answer was you're not aware of the credit rating? That's correct. It's all in. Thank you. Props for the witnesses. If you have page 9 of your pre-filed testimony, question 11, and answer 11, you refer to how the transaction is approved. It could potentially provide capital more quickly. Can you explain that a little more? One of the critical resources of a company for us is capital. And the reliability of capital is critical to their long-term success. So having that capability is essential for corporations of success. There are times when markets are open and then something happens and they're closed. So it's very important that you need financing to be ready and to go when you need it when the markets open, because at times events occur and capital is not very, very easily obtained. So having the ability to have your house in order, so to speak, and really quickly can be very helpful. And can you just connect the dots for me of how the approval of this transaction, which would eliminate balance work, would allow, I guess, its energy or to move more quickly, or GMP or VGS to move more quickly in obtaining capital? Yes, sir. What happens when you're doing any kind of financing all the owners will be required to sign documents and approve it? And so the more players there are, the longer generally it takes. So it's for a leaner team, so to speak, you can move more quickly. Explained by the previous witness, Valnear was a much smaller entity in relation to the ownership of the energy and thus as a source of imitation of how energy could be seen in terms of financing. So getting Valnear to go on to be part of the entity facilitated, the ability of energy to finance. So and also, of course, the simplification of the structure of having multiple energies. Sometimes you have to have multiple energies, but sometimes it's smarter to reduce the size in order to simplify and to expedite the building of corporations and make the decisions you want. In your opinion, do you think there's any benefit to having Valnear there as another set of eyes on a request for capital? That would be rather speculative, I think. Obviously, a set of eyes is always potentially as value. And whether Valnear specifically, in this particular case, added value of Valnear is basically a passive investment of ours to understand their corporate purpose. So they offered very little in terms of insight into the energy markets where energy was operating. So I don't think Valnear was an ideal partner to have in terms of offering knowledge capital to energy. From the standpoint of corporate governance, if the commission approves this transaction, it is expected that the board makeup would be 6-3. And if that makeup were to change to 5-4, in your opinion, are there any issues associated with that? See any issues other than there would have to be some reason why they changed to 5-4 6-3 represents the rough approximation of the ownership of the moment, which seems to do the equitable and fair way to do it. I think it's based on grounding, which is what we established earlier. Right, so it's like 39% of one, 61% of the other. So it's kind of roughly 6-3. But if it were 5-4, there would still be a vote of 7-5 voted one way, then it's in control. So the control? Yes, to go from 3-4, it does accomplish much in terms of control. So certainly it represents ownership, but it means you own more. In terms of corporate governance, I'm not sure that that makes that much difference. The decision of the five is going to be the decision. The four can complain, but for what? You have some follow-up. Why don't you go ahead? I wish to follow up on general counsel's questions about it. I wish to follow up on general counsel's questions about another set of eyes. Mr. Harold, I've got a question for you. Do you resume that you have a fair amount of experience with Sarbanes-Oxley, correct? Yes, I have worked with it. Would it be fair to say that one of the goals of Sarbanes-Oxley is exactly what general counsel said, to make sure we have more sets of eyes looking at what goes on within corporations? Well, certainly that was one of the thoughts behind it. It was to make sure that entities had appropriate controls and had someone independent of management to look at those controls and verify that they exist. And there's always, assuming they're reasonable people and trained the public, some benefit to another pair of eyes. So I don't think our answer was to say that that wasn't appropriate. We were saying we thought the value of getting to be a more efficient organization more than I've set that. You should have followed up on that answer, if I might. You were intimately connected with a Southern company for 18 years, correct? I actually worked for Southern about 28 or 29. I lost a count, and since then, since I retired, I've come back to a pretty low level strike. I have over 30 years of experience with a Southern company. A Southern company is publicly owned, is it not? Oh, yes, sir. It's one of the largest common held stocks in the country. So it reports to shareholders about it's many, many subsidiaries, does it not? I'm sorry, I didn't quite understand. A Southern company is a holding company for many other subsidiary companies, correct? I guess there's a number of subsidiaries. About 20 electric companies, they don't? I don't think there's that many. It's principally about five electric operating companies. In recent times, they also bought the gas company, which operates gas operations up through the Midwest. And they recently acquired a company called Collar Secure, which is in the microgrids and backed up generation and battery storage. Have you noticed any problem that its subsidiary corporations have experienced in access to capital because the parent company is publicly held and is accountable to shareholders? Not quite sure how to answer that. Have I noticed there's always a possibility that the way Southern's organized, the equity is raised with parent, and each operating company is responsible for its own debt. That's done for legal reasons, since a state regulated and wanted to ensure that each state had approved the issuance of the debt. Could you know, I have a similar set of questions for you, involving the E word. You were at Arthur Anderson for a long time, were you not? I served. You were working at Arthur Anderson when they were the accountants for Enron? Yes. Do you think an additional or more public set of eyes would have been the assistance of protecting the public in that situation, Enron? I'm not sure I understand the question. Well, Enron was publicly owned, was it not? I served. But in hindsight, it turned out that the board was not paying enough detail to what was going on with its subsidiaries, correct? There's no recall of facts. The management was hiding things from the board. And the board was not fully informed. And were the principal problems those of its subsidiary companies? The hidden events were various subsidiaries, yes. I just have one quick readout. Sorry to turn my mic off. I turned mine on either, and I'm just realizing that. I'm sorry, but the folks in the back. Mr. Dimont's initial question to you or one of his initial questions to you related to Green Mountain Power's current credit rating and lodged an injection analysis. He refers to the question a little bit. And it's correct that you were not asked at any point in time to review the credit ratings of either VGS or Green Mountain Power's part of your review on this proceeding review. That's correct. But can you speak generally how a transaction of this type at the parent level could potentially affect the credit ratings of either GMP or VGS? Well, depending on the financial condition of the parties that could either help or hurt, in this case, it appears that it certainly would not hurt for them to die out within a balloon error and seeing how late the company and the work code has adequate resources. Certainly, the current corporations are appropriately funded, so I don't think there would be any issue with the credit rating. That's all I have. Thank you, your excuse. I believe that's all the witnesses. And in the scheduling order, the briefs were set to be due on August 2nd. And we did not have a date for reply briefs. So if the August 2nd date holds reply briefs, typically, we have them do one week later, so August 9th. That would work for the party. Mr. Dumas? We'll make it work. I just wanted to note that in the department's testimony, the witnesses stated that the department intended to respond to the concern was raised by public commenters in more detail in its legal briefing. Is that still the plan? Yes, we don't want to do that. I believe a couple more comments can be made today, actually. But that's a good question. So any comments that come in, I'll make them valid very much, right? Anything you're reading in those comments in the brief? And if folks didn't hear that, can you just repeat that? Yes, we will respond and address issues that have been raised in public comments in the legal briefing and in the file in this case, including any comments that are filed between now and the day that the brief is public. And we asked for Niverco to provide some additional information. Is that clear of what was needed? And do we need to restate that? So the first piece of information, I think, was that whether there was a change to the number of board seats on the energy, and who would decide that? Whether there could be. Whether there could be, and who would decide that. So we're going to find that out. How that process works. Yeah, we're going to find that out and submit information. I think the second request related to the bylaws, which I think Mr. Pochette clarified that he doesn't know what those bylaws state with respect to independent ownership. We can still, I think, I don't know if that's still a standing request. And if so, I guess we can inquire as to how we can get bylaws from which entities. But I think that if we want to look at all the bylaws, we can certainly submit. Yeah, we'd like to do that. So bylaws for the. It would be any bylaws in any of the entities that codify what has been presented in the testimony about the independence of the subsidiaries, particularly GMP and BGS. If I could ask that those be filed sufficiently in advance of the briefing dates, so that we all have access to it. So August 7 is Friday. Could you provide those at the end of this week? We will do our very best to do it at the end of the week. Thank you. And also just to mention, I heard an officer, the PD mentioned the public comments and the department talked about that as well. And we really appreciate all the people who are able to show up at this proceeding and we appreciate all the comments that have been filed and encourage people to continue to file comments, if you wish. Obviously, the sooner, the better. And if anyone has questions about how to file those in the EPUC system, our clerk's office is happy to help you with that. Also just to let you know that I have decided not to try to use the depositions. I think I'll get straight away with the depositions and those issues have been addressed officially already. Is there anything else that we need to discuss today? I don't have anything. We are adjourned. Thank you. Thank you. Thank you.