Georgia System Operations Corporation

“Georgia system operations corporation (gsoc) is a tax exempt 501(c)(4) entity whose membership consists of 39 emc's in the state of georgia, oglethorpe power corporation(a georgia electric membership corporation not-for-profit cooperative) and georgia transmission corporation (a tax exempt 501(c)(12) corporation).”

“The corporation has members who elect members of the governing body as provided by its bylaws.”

“Certain decisions of the governing body are subject to approval by members as provided for in its bylaws.”

“The return is prepared externally by a cpa and will be reviewed internally by the controller who is also a cpa. Once the internal review is completed, the return will then be given to the governing body for review before the return is filed.”

“Georgia system operations corporation maintains a corporate policy that provides guidelines and standards to employees and board members of gsoc to avoid conflicts of interest or the appearance of conflicts of interest, so that the affairs of gsoc may be carried out in a businesslike and ethical manner. At the time of hiring, all employees are required to review this policy and sign an acknowledgment form that they have received and understand the policy. The directors, officers and all company employees are asked to review the policy on an annual basis and to submit confirmation that the policy has been updated and reviewed annually. To ensure continued compliance with this policy, gsoc's internal audit group conducts regular audits and coordinates information disclosure to employees and board members requiring these individuals to disclose potential conflicts of interest. The internal audit group reports such audit findings to the audit committee on an annual basis. The conflict of interest policy in included as a part of this return.”

“Georgia system operations corporation has a compensation committee that is a subset of the board of directors. Gsoc's ceo salary is market reviewed annually and submitted by human resources to the committee for approval. The committee would then present the salary increase recommendation to the board of directors for final aproval.”

“Georgia system operations corporation has a compensation committee that is a subset of the board of directors. Gsoc's officers' salaries are market reviewed annually and submitted by human resources to the committee for approval. The committee would then present the salary increase recommendations to the board of directors for final approval.”

“Georgia system operations corporation's financial statements, governing documents and conflict of interest policy are available on the intercompany retrieval system and are available upon request by the general public.”

“Board expense 370,501 0 0 contracted services 2,691,717 0 0 outside services 6,135,782 0 0 professional services 2,927,630 0 0 total 12,125,630 0 0”

“Shared services 27,238,470 shared services -27,238,470”