FORM 990, PART VI, SECTION A, LINE 6 |
MEMBERSHIP IN THE CORPORATION IS VOLUNTARY AND IS OPEN TO ANY PERSON OR ENTITY THAT HAS AN INTEREST IN THE RELIABLE OPERATION OF THE NORTH AMERICAN BULK POWER SYSTEM AND THAT REGISTERS WITH THE CORPORATION AS A MEMBER, MAINTAINS ITS REGISTRATION IN ACCORDANCE WITH THE BYLAWS, AND COMPLIES WITH THE OTHER CONDITIONS AND OBLIGATIONS OF MEMBERSHIP AS SPECIFIED IN THE BYLAWS. MEMBERSHIP IN A REGIONAL ENTITY SHALL NOT BE A CONDITION FOR MEMBERSHIP IN THE CORPORATION. THE SECRETARY OF THE CORPORATION SHALL MAINTAIN A ROSTER OF THE MEMBERS OF THE CORPORATION. MEMBERS DO NOT SHARE IN THE PROFITS OR REVENUES OF THE CORPORATION. |
FORM 990, PART VI, SECTION A, LINE 7A |
INDEPENDENT TRUSTEES ARE ELECTED BY THE MEMBER REPRESENTATIVES COMMITTEE, WHICH IS ELECTED BY THE MEMBERS. |
FORM 990, PART VI, SECTION A, LINE 7B |
THE MEMBER REPRESENTATIVES COMMITTEE AND THE BOARD OF TRUSTEES MUST EACH APPROVE CHANGES TO THE BYLAWS. THE BOARD APPOVES CHANGES TO THE ORGANIZATION'S RULES OF PROCEDURE. THESE DOCUMENTS ARE SUBJECT TO REVIEW AND APPROVAL BY THE UNITED STATES FEDERAL ENERGY REGULATORY COMMISSION ("FERC"). DECISIONS REGARDING ENFORCEMENT MATTERS FOR U.S ENTITIES ARE SUBJECT TO REVIEW AND APPROVAL BY FERC. |
FORM 990, PART VI, SECTION B, LINE 11B |
THE ORGANIZATION MUST USE THE FOLLOWING PROCESS FOR PREPARATION AND REVIEW OF ITS IRS FORM 990: (1) EACH YEAR, AN INDEPENDENT CPA FIRM PREPARES A DRAFT OF THE FORM 990, WORKING WITH THE CHIEF FINANCIAL OFFICER (CFO) AND CORPORATE CONTROLLER. THE CFO MAY ALSO ENGAGE THE SERVICES OF OUTSIDE COUNSEL IN PREPARING THE DRAFT FORM 990. (2) PRIOR TO FILING THE FORM 990 EACH YEAR, THE CFO, CONTROLLER, CHIEF ADMINISTRATIVE OFFICER AND GENERAL COUNSEL REVIEW THE DRAFT FORM 990. (3) PRIOR TO FILING THE FORM 990 EACH YEAR, THE DRAFT FORM 990 IS SENT TO ALL MEMBERS OF THE BOARD OF TRUSTEES FOR REVIEW. THE FINANCE AND AUDIT COMMITTEE (FAC) AND THE CORPORATE GOVERNANCE AND HUMAN RESOURCES COMMITTEE (CGHRC) INCLUDE THE REVIEW OF THE DRAFT FORM 990 ON A MEETING AGENDA, WITH THE FAC REVIEW FOCUSED ON THE FINANCIAL ASPECTS AND THE CGHRC FOCUSED ON THE CORPORATE GOVERNANCE ASPECTS. (4) THE MINUTES OF THE MEETINGS OF THE FAC AND THE CGHRC RECORD THE TIMING AND NATURE OF THAT REVIEW. (5) THE CFO PREPARES A MEMORANDUM FOR THE FILE EACH YEAR DESCRIBING THE TIMING, NATURE, AND INDIVIDUALS INVOLVED IN THE PREPARATION AND REVIEW OF THE FORM 990. |
FORM 990, PART VI, SECTION B, LINE 12C |
THE ORGANIZATION'S ETHICS AND CONFLICTS OF INTEREST POLICY FOR TRUSTEES, OFFICERS, AND EMPLOYEES REQUIRE ANNUAL WRITTEN DISCLOSURE FROM ALL EMPLOYEES, AND ALL TRUSTEES, OF ANY CONFLICT OF INTEREST. THE ANNUAL FORMS ARE REVIEWED BY THE ORGANIZATION'S GENERAL COUNSEL AND OTHER LEGAL STAFF AND RECUSALS OR WAIVERS ARE PUT IN PLACE, WHERE NECESSARY. |
FORM 990, PART VI, SECTION B, LINE 15 |
NORTH AMERICAN ELECTRIC RELIABILITY CORPORATION (NERC) USES THE FOLLOWING PROCESSES FOR DETERMINING THE COMPENSATION OF INDEPENDENT TRUSTEES, THE CHIEF EXECUTIVE OFFICER, OTHER OFFICERS, AND KEY EMPLOYEES: A) TRUSTEE COMPENSATION - CONSISTENT WITH ITS MANDATE AND NERC'S GOVERNANCE GUIDELINES, AS AMENDED FROM TIME TO TIME, THE CGHRC ANNUALLY REVIEWS THE COMPENSATION PLAN FOR INDEPENDENT TRUSTEES. THE OBJECTIVE OF THE COMMITTEE'S REVIEW IS TO ASSURE THAT NERC IS ABLE TO ATTRACT AND RETAIN INDIVIDUALS WHO HAVE THE NECESSARY SKILLS, EXPERIENCE, PERSONAL CHARACTERISTICS AND COMMITMENT TO BE AN EFFECTIVE TRUSTEE, TAKING INTO ACCOUNT, IN PARTICULAR, THE WORKLOAD OF TRUSTEES, THE ALTERNATIVE OPPORTUNITIES AVAILABLE TO THOSE NERC WISHES TO ATTRACT AND RETAIN, AND THE STRINGENT CONFLICT-OF-INTEREST PROVISIONS GOVERNING NERC TRUSTEES. IN CONDUCTING THE REVIEW OF COMPENSATION, THE CGHRC EVALUATES THE AMOUNT OF WORK AND LEVEL OF RESPONSIBILITY TRUSTEES ARE BEING ASKED TO UNDERTAKE AND, FROM TIME TO TIME, BUT NO LESS THAN EVERY THREE YEARS, EXAMINES MARKET DATA WITH RESPECT TO THE COMPENSATION OF THE MEMBERS OF THE GOVERNING BOARDS OF OTHER RELEVANT ORGANIZATIONS UTILIZING AN INDEPENDENT COMPENSATION CONSULTANT. SUCH MARKET DATA MAY INCLUDE AVAILABLE COMPENSATION DATA FROM NERC'S REGIONAL ENTITIES, REGIONAL TRANSMISSION OPERATORS (RTO), INDEPENDENT SYSTEM OPERATORS (ISO), INVESTOR OWNED UTILITIES (IOU) (MEETING SUCH CHARACTERISTICS AS ARE APPROVED BY THE COMMITTEE IN CONSULTATION WITH THE INDEPENDENT COMPENSATION CONSULTANT) AND A GENERAL INDUSTRY PEER GROUP (AS APPROVED BY THE COMMITTEE IN CONSULTATION WITH THE INDEPENDENT COMPENSATION CONSULTANT). B) CHIEF EXECUTIVE AND OTHER OFFICER COMPENSATION - THE ANNUAL COMPENSATION, INCLUDING INCENTIVE COMPENSATION, OF THE CEO IS DETERMINED BY THE BOARD OF TRUSTEES, AFTER REVIEW AND RECOMMENDATION BY THE CGHRC. THE COMMITTEE AND BOARD CONSIDER MARKET DATA FOR PEER GROUP ORGANIZATIONS PROVIDED BY AN INDEPENDENT CONSULTANT, AS WELL AS THE DEGREE TO WHICH THE ORGANIZATION AND CEO HAVE ACHIEVED ESTABLISHED ANNUAL GOALS. THE DECISIONS OF THE COMMITTEE AND BOARD ARE DOCUMENTED AND KEPT ON FILE IN THE HUMAN RESOURCES DEPARTMENT. THE ANNUAL COMPENSATION, INCLUDING INCENTIVE COMPENSATION, OF OTHER OFFICERS IS REVIEWED, DETERMINED AND DOCUMENTED IN A SIMILAR FASHION, EXCEPT THAT THE FINAL COMPENSATION DETERMINATIONS ARE, UPON RECOMMENDATION OF THE CEO, APPROVED BY THE CGHRC, RATHER THAN THE BOARD OF TRUSTEES. |
FORM 990, PART VI, SECTION C, LINE 19 |
THE ORGANIZATION'S BYLAWS, GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND OTHER CORPORATE POLICIES, AND DETAILED BUDGET ARE ALL POSTED AND AVAILABLE FOR PUBLIC INSPECTION ON ITS WEBSITE. THE ORGANIZATION PROVIDES COPIES OF ITS AUDITED FINANCIAL STATEMENTS UPON REQUEST, AND FILES SUCH STATEMENTS WITH FERC. THE FORM 990 IS ALSO AVAILABLE ON GUIDESTAR.ORG AND BY REQUEST TO THE ORGANIZATION. |
FORM 990, PART IX, LINE 11G |
OTHER CONSULTANTS 10,036,216. |
FORM 990, PART XI, LINE 9: |
RECLASS OF UNREALIZED GAIN/LOSS -616,421. |