Northwest Power Pool Corporation

“Nwpp adopted new bylaws and articles of incorporation on may 30, 2023. These governance documents were modified to include provisions necessary to incorporate the design of nwpp's wrap program governance. The new bylaws also give voting members certain rights, including: (i) the right to vote on an action or amendment to the articles of incorporation or bylaws if the action or amendment would reduce or eliminate the member's right to vote; (ii) the right to vote to dissolve the corporation; (iii) the right to vote on mergers; and (iii) the right to inspect the corporation's accounting records and corporate membership list as provided by oregon law.”

“See explanation for line 4.”

“See explanation for line 4.”

“All board members receive the draft form 990 in advance of a finance and audit committee meeting. All board members and the auditor are invited to the meeting, during which board members are able to ask questions and raise any concerns they may have about the form 990. If the board members are satisfied with the content and raise no concerns, the form 990 will be completed and filed. If board members note any issues of concern, those concerns will be addressed before the form 990 is completed and filed.”

“Nwpp's new, independent board has adopted a conflict of interest policy. That policy requires board members to remain free of conflicts of interest and to report any conflicts that may arise. Each board member completes an annual disclosure form related to financial independence and conflicts of interest.”

“The nwpp employee compensation is managed by the president. The president is responsible for establishing the annual employee compensation adjustment. This adjustment is composed of cost-of living and merit increases. The compensation adjustment, including supporting material, is presented to the board during the budget approval process.”

“Nwpp provides its governing documents and conflict of interest policy to the public. Financial statements are available upon request.”

“Other professional fees 848,137. Other consulting 197,399. Southwest power pool service fees 4,454,000.”

“Retirement benefits adjustment 189,553.”

“Nwpp sat a new board in early 2023. That new, independent board established a finance and audit committee made up of three directors. This committee is responsible for hiring and overseeing wpp's independent auditor and reviewing audited financials. The nwpp board has received in final draft form independent audited financial statements. Issuance is anticipated in the very near future with no anticipated financial statement changes.”

“The retirement benefits adjustment reflects the actuarial gain on the apbo of change in discount rate assumption.”