North American Electric Reliability Corp

“In 2024, the organization's bylaws were revised to remove the regional entities' membership sector and corresponding member representatives committee seats.”

“Membership in north american electric reliability 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 nerc 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 nerc. The secretary of nerc shall maintain a roster of the members of nerc. Members do not share in the profits or revenues of nerc. Nerc has the following sectors of membership: (i) investor-owned utility; (ii) state/municipal utility; (iii) cooperative utility; (iv) federal or provincial utility/power marketing administration; (v)transmission-dependent utility; (vi) merchant electricity generator; (vii) electricity marketer; (viii) large end-use electricity customer; (ix) small end-use electricity customer; (x) independent system operator/regional transmission organization; (xi) government representatives.”

“Independent trustees are elected by the member representatives committee, which is elected by the members. The member representatives committee consists of the following voting members: (i) two representatives from each of the following sectors: investor-owned utility, state/municipal utility, cooperative utility, federal or provincial utility/federal power marketing administration, transmission-dependent utility, merchant electricity generator, electricity marketer, large end-use electricity consumer, small end-use electricity consumer, and independent system operator/regional transmission organization; (ii) the chairman and vice chairman of the member representatives committee; (iii) any additional canadian representatives as are selected; and (iv) two representatives of state governments.”

“There are no committees with the authority to act on behalf of the governing body.”

“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 operating officer and general counsel review the draft form 990. (3) prior to filing the form 990 each year, the draft form 990 is provided to all members of the board of trustees for review, including members of the finance and audit committee (fac) that focus on the financial aspects, and members of the corporate governance and human resources committee (cghrc) that focus on the corporate governance aspects. (4) 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.”

“Annually, north american electric reliability corp's (nerc) general counsel shall distribute to each nerc representative a copy of nerc's conflict of interest policies, together with a list of the registered entities from the nerc compliance registry, together with a questionnaire that requires the disclosure of potential conflicts of interest. New independent trustees and employees should complete the questionnaire upon joining nerc. The general counsel shall review the completed questionnaires each year and communicate with the individuals involved about any potential conflicts. Each individual must recuse himself or herself from any particular matter involving an entity that presents a conflict of interest until such time as the conflict of interest is resolved. The general counsel shall report the results of the review of the conflict of interest questionnaires to the corporate governance and human resources committee (cghrc). Conflicts involving independent trustees shall also be reported to the chair. The general counsel shall provide consultation and advice on matters of possible conflicts of interest as the occasion warrants.”

“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 corporate governance and human resources committee (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 stored in nerc's governance files. 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. An independent modified compensation study was done in 2024 for new executive roles, and existing roles were aged to market data.”

“North american electric reliability corporation makes its governing documents and conflict of interest policy available to the public via its website. Audited financial statements are available upon request.”

“Other consultants 13,078,565.”

“457 plan asset realized/unrealized gains and losses 401,809.”

“The oversight and selection process did not change during the tax year.”