Midcontinent Independent System

“Members or stockholders member can be a representative of one entity or may be a single membership representing several entities that share a membership and hold a single vote. Applicants may join one of ten sectors: transmission owner; independent power producers and exempt wholesale generators; powermarketers and brokers; municipals, cooperatives, and transmission dependent utilities; public consumer advocates; state regulatory authorities; environmental/other advocates; eligible end use customers; competitive transmission developers; or coordinating members.”

“Power to elect or appoint members article two, section v(b)(5) of the transmission owners agreement sets out the voting rights of all members of midcontinent independent system operator, inc. Members are defined in the transmission owners agreement as a person or business entity which is (i) an eligible customer, as defined in the tariff, or (ii) an owner, as defined herein, and which pays to midcontinent independent system operator, inc. The non-refundable membership fees as required herein.”

“Process to review the form 990 an outside accounting firm prepares the return based on information provided by the filing organization. The cfo, president & ceo, and legal department complete the initial review. The board of directors is then presented with copies and are given the opportunity to ask questions and provide comments to the executive team before the return is filed with the irs.”

“Monitoring and enforcement of compliance with conflict of interest conflicts of interest are addressed in both the midcontinent independent system operator, inc. (miso) employee handbook as well as in the standards of conduct, found in the transmission owners agreement, which is part of miso's tariff. The handbook is reviewed at new hire orientation and all new hires verify that they have read and understand the handbook. The handbook is also part of miso's annual recertification process, in which all employees, on an annual basis, certify that they have reviewed the handbook and agree to comply with the handbook (including its conflict of interest provisions) and other miso policies. Each member of miso's board of directors receives annual training on the standards of conduct and certifies that they are compliant with the standards of conduct, including the conflict of interest provisions.”

“Process for determining compensation the board retains the service of expert outside executive compensation consultants ('the consultants') in the review of officer compensation. Annually, the consultants perform a full and independent study of all officer direct compensation (base plus incentives). The consultants consider the level of compensation relative to the duties performed; the current competitive market for similar skills, knowledge, and responsibility; and other strategic needs identified by the board of directors. The consultants prepare and deliver a full detailed report to the human resources committee of the board ('hrc') for each officer and key employee position. This report includes recommendations for direct compensation changes. The hrc combines the recommendations of the consultants with evaluations of officer performance to recommend appropriate compensation levels to the board of directors for approval. Annually the consultant prepares a letter of 'reasonableness' of the total remuneration package for officers of the company. This letter is consistent with the guidelines of section 4958 of the internal revenue code. This letter certifies that in the 'reasoned opinion' of the consultant as an 'independent evaluation expert' the compensation and benefits provided to the officers represent 'reasonable compensation'. The hrc reviews metrics results from midcontinent independent system operator, inc.'s short-term incentive plans. No incentives are paid until recommended by the hrc and approved by the board. The hrc reviews and recommends any new or modified employment contracts with the president, ceo and officers, including retention agreements which then must be approved by the board. From time to time, the hrc will retain the services of outside consultants to evaluate and make recommendations to the level and type of specific compensation and benefit items. The hrc routinely reports to and, if required, obtains approval from the full board on these matters.”

“Process for making documents available to the public the midcontinent independent system operator, inc.'s governing documents can be found on our website under the 'legal' tab. These documents are the tariff and the transmission owners agreement which includes the company's standards of conduct (appendix a) and the company's bylaws (appendix f). These documents are also filed with and available on the ferc's website at www.ferc.gov in the library. The financial statements of midcontinent independent system operator, inc. Are contained in the company's annual report which is also located on our website at www.misoenergy.org.”

“Professional services: program service expenses 47,486,859. Management and general expenses 7,224,443. Fundraising expenses 0. Total expenses 54,711,302.”