Attach to Form 990 or 990-EZ.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is at| Return Reference | Explanation |
|---|---|
| Form 990, Part VI, Line 6 | Membership in the corporation is voluntary and is open to any person or entity that has an interest in the reliable operation of the North American bulk power system and that registers with the corporation as a member, maintains its registration in accordance with the bylaws, and complies with the other conditions and obligations of membership as specified in the bylaws. Membership in a regional entity shall not be a condition for membership in the corporation. The secretary of the corporation shall maintain a roster of the members of the corporation. Members do not share in the profits or revenues of the corporation. |
| Form 990, Part VI, Line 7a | Independent trustees are elected by the member representatives committee, which is elected by the members. |
| Form 990, Part VI, Line 7b | The member representatives committee and the Board of Trustees must each approve changes to the bylaws and the organization's rules of procedure. They are subject to review and approval by the United States Federal Energy Regulatory Commission ("FERC"). Decisions of the compliance committee of the Board of Trustees regarding enforcement matters for U.S entities are subject to review and approval by FERC. |
| Form 990, Part VI, Line 11b | The organization must use the following process for preparation and review of its IRS Form 990: (1) each year, an outside CPA firm prepares a draft of the Form 990, working with the Chief Financial Officer. The CFO may also engage the services of outside counsel in preparing the draft Form 990. (2) Prior to filing the Form 990 each year, the Corporate Controller, Senior Director of Finance, CFO and General Counsel review the draft form 990. (3) Prior to filing the Form 990 each year, the draft Form 990 is sent to all members of the Board of Trustees for review. The Finance and Audit Committee (FAC) and the Corporate Governance and Human Resources Committee (CGHRC) include the review of the draft Form 990 on a meeting agenda, with the FAC review focused on the financial aspects and the CGHRC focused on the corporate governance aspects. (4) The minutes of the meetings of the FAC and the CGHRC record the timing and nature of that review. (5) The CFO prepares a memorandum for the file each year describing the timing, nature, and individuals involved in the preparation and review of the form 990. |
| Form 990, Part VI, Line 12c | The organization's conflict of interest and business ethics policy for Trustees, officers, and employees require assurance in writing annually from all employees, including Trustees, confirming the absence of any conflict of interest. The annual forms are reviewed by the organization's general counsel. |
| Form 990, Part VI, Line 15a & 15b | NERC uses the following processes for determining the compensation of independent trustees, the chief executive officer, other officers, and key employees: (A) Trustee compensation - consistent with its mandate, as amended from time to time, the CGHRC shall annually review the compensation plan for independent Trustees. The CGHRC evaluates the amount of work and level of responsibility Trustees are being asked to undertake and, from time to time, examines market data from peer organizations with respect to the compensation of the independent trustees, and is authorized to engage a consultant or other third party resource to assist in such review. The CGHRC discusses potential modifications to the Trustee compensation plan during an open meeting, and reports its recommendations to the Board at an open meeting. Any modifications to the compensation plan for independent Trustees must be approved by the Board during an open meeting, and take effect as determined by the Board. (B) Chief Executive and other officer compensation - the annual compensation, including incentive compensation, of the CEO is determined by the Board of Trustees, after review and recommendation by the CGHRC. The Committee and Board consider market data for peer group organizations provided by an independent consultant, as well as the degree to which the organization and CEO have achieved established annual goals. The decisions of the Committee and Board are documented and kept on file in the human resources department. The annual compensation, including incentive compensation, of other officers is reviewed, determined and documented in a similar fashion, except that the final compensation determinations are, upon recommendation of the CEO, approved by the CGHRC, rather than the Board of Trustees. (C) Key employees - the annual compensation of other key employees is determined by the CEO, after consultation with the CGHRC concerning overall corporate compensation structure, taking account of the degree to which organizational and personal goals have been achieved. The CEO also uses comparability data provided by an independent consultant in these determinations. The recommendations of the CEO are documented and kept on file in the human resources department. |
| Form 990, Part VI, Line 19 | The organization's bylaws, governing documents, conflict of interest policy, and other corporate policies, and detailed budget are all posted and available for public inspection on its website. The organization provides copies of its audited financial statements upon request, and files such statements with FERC. The Form 990 is also available on guidestar.org and by request to the organization. |
| FORM 990 PART IX LINE 11G | DESCRIPTION:E-ISAC TOTAL FEES:5901343 |
| FORM 990 PART IX LINE 11G | DESCRIPTION:RELIABILITY RISK MGT. TOTAL FEES:1960674 |
| FORM 990 PART IX LINE 11G | DESCRIPTION:RELIABILITY ASSESMENT&ANALYSIS TOTAL FEES:1195074 |
| FORM 990 PART IX LINE 11G | DESCRIPTION:ADMIN SERVICES TOTAL FEES:818314 |
| FORM 990 PART IX LINE 11G | DESCRIPTION:COMPLIANCE SERVICES TOTAL FEES:298485 |
| FORM 990 PART IX LINE 11G | DESCRIPTION:TRAINING EDUCATION CERTIF. TOTAL FEES:640590 |
| FORM 990 PART IX LINE 11G | DESCRIPTION:OTHER SERVICES TOTAL FEES:773743 |
| FORM 990 PART IX LINE 11G | DESCRIPTION:MAINTENCE SERVICES TOTAL FEES:69417 |
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