Midcontinent Independent System Operator Inc

“On december 28, 2016, miso submitted a filing with the federal energy regulatory commission (ferc) to revise its bylaws and corresponding provisions of the transmission owners agreement. The objectives for the requested revisions were to: (1) generally clean up or remove language that was no longer necessary or applicable; (2) provide flexibility as to the timing of miso's invoicing of the annual membership fee; (3) revise the pre- and post-service restrictions of board members to bolster recruiting efforts and to more closely align miso in this regard; and (4) offer flexibility around the timing of the annual members meeting for purposes of announcing election results. On february 23, 2017, ferc accepted miso's proposed revisions effective february 27, 2017.”

“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 in the transmission owners agreement, and which pays to the midcontinent iso, the non-refundable membership fees as required by the transmission owners agreement. A 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 for representation and voting purposes: transmission owners; 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.”

“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.”

“Conflicts of interest is addressed in section 5.8 of the midcontinent independent system operator employee handbook. The handbook is reviewed at new hire orientation. All new hires sign an employee handbook receipt that they have read and understand the handbook. The employee handbook is also part of the employee annual recertification. Each employee must certify that he/she has reviewed and agrees to comply with midcontinent independent sytem operator policies. In addition, each employee, officer, and director annually recertifies that they are compliant with the employee handbook and its conflicts of interest provisions. Each year, miso completes the recertification process with a short test to assure employees have read and understand the content of the recertification.”

“The board retains the service of expert outside executive compensation consultants ('the consultants') in the review of officer and key employees compensation. Annually, the consultants perform a full and independent study of all officer and key employees 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 employees position. This report includes recommendations for direct compensation changes. The hrc combines the recommendations of the consultants with evaluations of officer and key employees 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 and key employees 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 and key employees represent 'reasonable compensation. 'the hrc reviews all metrics, results, and actual incentives from midcontinent iso annual and long-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 experts 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.”

“THE MIDCONTINENT INDEPENDENT SYSTEM OPERATOR'S GOVERNING DOCUMENTS CAN BE FOUND ON OUR WEBSITE UNDER 'LIBRARY' 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 THE Midcontinent Independent System Operator ARE CONTAINED IN THE COMPANY'S ANNUAL REPORT WHICH IS ALSO LOCATED ON OUR WEBSITE AT www.misoenergy.org.”