Iso New England Inc

“The company has entered into agreements to share costs for studies and other work of common interest. These cost sharing agreements are with other independent system operators (isos) and regional transmission organizations (rtos,) all of which are tax-exempt organizations except for pjm interconnection llc, which is a taxable entity organized as a limited liability company. The company reviews agreements entered into to safeguard its exempt status and to ensure that the company's participation in the agreements furthers its tax exempt purpose.”

“The methodology of iso new england's fin 48 (asc 740) analysis includes review and evaluation of the organizations tax exempt status, geographical scope in which it operates, and organizational and operational documents. Included in the review of the operational documents, are any joint venture arrangements. The controller and director, accounting reviews the objective and the scope of any joint venture arrangement, together with any documents memorializing the joint venture arrangement, to safeguard the assets and tax-exempt status of the company and to ensure that the company's participation in the joint venture furthers its tax exempt purpose. In addition, iso new england monitors all activities to ensure that no activity results in its earnings or assets inuring to the benefit of any individual.”

“Iso new england has nine independent voting members of the governing body that receive reasonable compensation for their services provided in their capacity as members of the governing body. The company's compensation consultant assesses director compensation amounts to ensure the compensation is reasonable. This benchmark assessment includes review of peer organizations and organizations that best reflect the market from which director talent is sourced.”

“The form 990 is prepared by the lead budget analyst and then reviewed and commented upon by the manager, budget and financial reporting. The form 990 is then reviewed and commented upon by the controller, and then by iso new england's external tax counsel and external accounting firm as paid tax preparer, chief financial and compliance officer and then reviewed by the audit & finance committee of the board of directors and then by iso new england's full board of directors prior to being filed.”

“Iso new england has a "code of conduct" that applies to its directors and employees (including officers and key employees). The compensation and human resources committee of the board of directors oversees the administration of the code of conduct and ensures that prompt action is taken to investigate any potential violations of, or noncompliance with, the code of conduct. When a member of the board of directors is involved, the full board makes the relevant determination. On behalf of the compensation and human resources committee, the compliance officer, who is the vice president, human resources, has the day-to-day responsibility for reviewing compliance with the code of conduct, including interpreting the code of conduct, advising directors, officers and employees regarding potential conflicts of interest and following up on all suspected violations. Individuals subject to the code of conduct are prohibited from using their positions to improperly benefit themselves, their family members or the people with whom they cohabitate. Similarly, such individuals are prohibited from having a significant financial interest in any contractor, company, business, or enterprise which has, or is seeking to establish, business relations with iso new england inc., unless that relationship has been disclosed to the compliance officer or his or her designee and approved by the compensation and human resources committee of the board of directors. Individuals subject to the code of conduct are obligated to identify activities of another director, officer or employee that do not comply with the code of conduct and report them to the compliance officer. Such reports may be made on a confidential basis and individuals will not be subject to retaliatory actions for making such reports. Individuals who violate the code of conduct may be subject to disciplinary action including suspension from duties or termination. All directors and employees are required to sign an annual compliance certificate that states, among other things, that the individual has read, fully understands and will comply with the code of conduct. If a conflict exists under the code of conduct, employees must either remove such conflict (which may include separation of employment from iso new england) or be granted a waiver of compliance from a specific provision of the code of conduct from the compensation and human resources committee. For conflicts including prohibited investments, divestiture must occur within six months of commencement of employment, of such investment becoming a prohibited investment, or of such prohibited investment being acquired involuntarily, as applicable. For issues involving the prohibition of employee association with market participants (including spousal employment by a market participant), limitations on the employee's duties and/or change of duties may be imposed to mitigate a conflict or avoid an appearance of a conflict. For other potential code of conduct violations, the compensation and human resources committee of the board of directors (or with respect to matters involving directors, the board of directors) may grant a waiver of compliance from a specific provision of the code of conduct to avoid unjust or unreasonable results and such waiver may include appropriate limitations on the employee's duties and responsibilities to avoid a conflict of interest.”

“The compensation of the chief executive officer and of each of the other senior executive officers of ISO New England Inc. (the "Company") is determined in a manner so that the total compensation of each individual is presumed to be reasonable in accordance with Treasury Regulation § 53.4958-6. In accordance with this Treasury Regulation: (i) each compensation arrangement is approved in advance by the members of the Board of Directors (the "Board") and/or of the Compensation and Human Resources Committee of the Board (the "Committee") who do not have a conflict of interest with respect to that compensation arrangement (as set forth in Treas. Reg. § 53.4958-6(c)(1)(iii)); (ii) each of the Board and the Committee obtains and relies upon appropriate data as to comparability prior to making its determination regarding a compensation arrangement; and (iii) the basis for the compensation-related determination made by the Board or the Committee is adequately documented concurrently with the making of the determination. The Company's overall compensation policy is designed to promote the tax-exempt purposes of the Company by attracting, retaining and motivating highly-skilled senior management to deliver superior service in furtherance of the Company's exempt purpose: to lessen the burdens on government through the administration of an efficient and reliable electricity transmission system, wholesale electricity marketplace and comprehensive regional bulk power system planning process for the benefit of New England. For each fiscal year, the Committee develops recommendations regarding: (i) the base salary of each senior executive; (ii) the annual performance incentive plan (i.e. the short-term incentive compensation plan) goals and objectives for the plan year for the Company and each senior executive; (iii) the deferred performance incentive compensation plan goals and objectives for the plan year for the Company and each senior executive; and (iv) proposed changes, if any, to the Company's fringe benefit plans. At the end of each fiscal year, the Committee also makes recommendations regarding the performance of the Company and each senior executive against the plan year goals and objectives established under both the short-term incentive compensation plan and the deferred performance incentive compensation plan. All of the aforementioned Committee recommendations are based upon information and materials derived from a number of sources, including: evaluations of the Company's performance, requirements and short- and long-range strategic plans as prepared by the Board, Board committees and senior executives; evaluations of the performance of each senior executive's performance as prepared by the Board, the Committee and/or senior executives; salary and other compensation surveys conducted by independent human resources and compensation consulting firms; reports and findings prepared by an independent human resources and compensation consulting firm retained by the Company to evaluate the reasonableness of the compensation paid to senior executives; and written and anecdotal information collected by the Human Resources Department of the Company in connection with the recruitment and retention of senior executives for the Company (including reports provided by executive recruitment firms). The compensation-related recommendations made by the Committee are referred to the Board for its review, together with all evaluations, surveys, consultant reports and findings and other information compiled by the Committee. The Board reviews the recommendations and material provided by the Committee, and considers the recommendations in light of: the performance, financial condition, requirements, and exempt purpose goals and objectives of the Company; the performance, experience, and responsibilities of each senior executive; and the competitive market for executive talent. The recommendations also are weighed against a range of reasonable compen”

“ISO NEW ENGLAND MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY (CALLED "THE CODE OF CONDUCT"), AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC ON ITS WEBSITE WWW.ISO-NE.COM. EACH OF THESE DOCUMENTS CAN BE FOUND ON THE WEBSITE AS FOLLOWS: GOVERNING DOCUMENTS AND CODE OF CONDUCT - HTTPS://WWW.ISO-NE.COM/ABOUT/CORPORATE-GOVERNANCE/CORPORATE-DOCUMENTS, AND THE FINANCIAL STATEMENTS CAN BE FOUND AT https://www.iso-ne.com/ABOUT/CORPORATE-GOVERNANCE/FINANCIAL-PERFORMANCE”