Wabash Valley Power Association Inc

“Wabash valley power association is an electric generation and transmission cooperative that has 25 distribution cooperative members.”

“Wabash valley power association has a board consisting of 25 directors, one representative elected from each member distribution cooperative. The board is responsible for selecting the president and chief executive officer (ceo), legal counsel and the executive board (chairman, vice chairman, 2nd vice chairman, secretary-treasurer, and (2) executive committeemen).”

“All business affairs of the corporation are governed by the board of directors which exercises all the powers of the corporation within the provisions of the corporate by-laws, articles of incorporation and corporate policies.”

“The board of directors elects three directors, along with the secretary/treasurer and an independent member to serve as the audit committee whose primary function is to assist the board in financial oversight responsibilities. The form 990 return is reviewed by the audit committee prior to filing and made available upon request.”

“The board of wabash valley power has adopted a policy on director duties, ethics and standards of conduct which requires directors to avoid activities, practices or acts that create a conflict of interest. Additionally, each member of the board and key management employees must annually disclose any inter-locking directorships as required by federal energy regulatory commission regulations. Form 990, part vi, section b, line 12c: wabash valley power has adopted a conflict of interest policy that is applicable to all employees. This policy is communicated in the employee handbook along with an explanation of the procedure for clarification of potential situations that could lead to conflict. On an annual basis, each employee is required to review and sign this handbook.”

“The organization's executive board worked with an independent consulting firm to establish the ceo's compensation philosophy and salary guidelines based on comparability data from several different energy industry sources. The ceo review process includes on-line performance surveys that are completed by the full board of directors and chief executive officers of each distribution cooperative. All final performance statistics and compensation recommendations are brought before the full wabash valley board of directors for final determination on performance and merit increases. An independent consulting firm also developed a performance-based compensation system for all wabash valley management and employees. The annual review process includes salary tables and guidelines for each position within the organization based on energy industry data.”

“Wabash valley power association, inc. Provides any document open to public inspection upon request.”

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