Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
|---|---|
| FORM 990, PART VI, SECTION A, LINE 4 | ON JULY 1, 2020, SERC GOVERNANCE CHANGES, REFLECTED IN REVISED BYLAWS AND OTHER SUPPORTING GOVERNANCE DOCUMENTS, WERE APPROVED BY THE FEDERAL ENERGY REGULATORY COMMISSION. THESE CHANGES BECAME EFFECTIVE ON JANUARY 1, 2021, AND ACCOMPLISHED THE FOLLOWING: 1) TRANSITIONED THE MEMBER-BASED BOARD INTO A MEMBERS GROUP; AND 2) TRANSFORMED THE CURRENT BOARD EXECUTIVE COMMITTEE INTO A SMALLER, HYBRID BOARD WITH THE ADDITION OF THREE INDEPENDENT DIRECTORS. ALSO APPROVED WITH THE SAME SET OF GOVERNANCE CHANGES, AND WHICH BECAME EFFECTIVE JANUARY 1, 2021, WAS THE ESTABLISHMENT OF THE FOLLOWING COMMITTEES, WHICH REPORT DIRECTLY TO THE BOARD: RISK COMMITTEE: THIS IS A NEW BOARD COMMITTEE THAT IS RESPONSIBLE FOR OVERSEEING THE CORPORATION'S RISK MANAGEMENT FRAMEWORK; PROVIDING OVERSIGHT OVER MANAGEMENT AND THE TECHNICAL COMMITTEES' ASSESSMENTS OF EXTERNAL RISKS TO THE SERC REGION; AND PERIODICALLY REPORTING THESE RISK OVERSIGHT FINDINGS TO THE BOARD. HUMAN RESOURCES AND COMPENSATION COMMITTEE (HRCC): ADVISES THE PRESIDENT, BOARD OFFICERS, AND THE BOARD ABOUT ORGANIZATION AND STAFFING NEEDS, EMPLOYEE COMPENSATION, AND OTHER MATTERS RELATED TO HUMAN RESOURCES. THIS COMMITTEE IS A CARRY-OVER FROM THE PRIOR GOVERNANCE STRUCTURE AND INCLUDES MINOR CHANGES IN OVERSIGHT RESPONSIBILITIES. FINANCE AND AUDIT COMMITTEE (FAC): ADVISES THE PRESIDENT, BOARD OFFICERS, AND THE BOARD ABOUT THE ORGANIZATION'S FINANCES AND INTERNAL CONTROLS. THIS COMMITTEE IS A CARRY-OVER FROM THE PRIOR GOVERNANCE STRUCTURE AND INCLUDES MINOR CHANGES IN OVERSIGHT RESPONSIBILITIES. NOMINATING AND GOVERNANCE COMMITTEE: IDENTIFIES, VETS, AND RECOMMENDS CANDIDATES FOR BOARD OFFICER AND COMMITTEE POSITIONS FOR APPROVAL BY THE BOARD, AS NEEDED. ALSO PROVIDES OVERSIGHT OVER THE CORPORATION'S GOVERNANCE MATTERS, SUCH AS BYLAW CHANGES OR CHANGES TO SERC'S REGIONAL DELEGATION AGREEMENT WITH THE NORTH AMERICAN ELECTRIC RELIABILITY CORPORATION. THIS COMMITTEE WAS EXPANDED FROM THE PRIOR GOVERNANCE STRUCTURE TO INCLUDE OVERSIGHT OVER GOVERNANCE MATTERS. THE PRIOR BOARD COMPLIANCE COMMITTEE (BCC), WHICH OVERSAW THE PROGRAM THAT MONITORS AND ENFORCES COMPLIANCE OF REGISTERED ENTITIES IN THE REGION TO FERC-APPROVED RELIABILITY STANDARDS, DISSOLVED AT THE END OF 2020, WITH OVERSIGHT RESPONSIBILITIES MOVING TO THE NEWLY-ESTABLISHED RISK COMMITTEE. |
| FORM 990, PART VI, SECTION A, LINE 6 | SERC RELIABILITY CORPORATION IS AN ORGANIZATION WITH MEMBERS WHO DESIGNATE THE REPRESENTATIVE TO THE GOVERNING BODY, WHICH ITSELF OR THROUGH THE EXECUTIVE COMMITTEE MAKES SIGNIFICANT DECISIONS FOR THE ORGANIZATION. |
| FORM 990, PART VI, SECTION A, LINE 7A | EACH BOARD MEMBER HAS A WEIGHTED VOTE IN ELECTING MEMBERS OF THE GOVERNING BODY. |
| FORM 990, PART VI, SECTION B, LINE 11B | THE FINANCE AND AUDIT COMMITTEE REVIEWS AND AUTHORIZES THE FILING OF THE 990. A COMPLETE COPY OF THE 990 IS PROVIDED TO THE BOARD OFFICERS BEFORE IT IS FILED, AND A REDACTED COPY IS PROVIDED TO THE REMAINING BOARD MEMBERS. |
| FORM 990, PART VI, SECTION B, LINE 12C | SERC HAS A WRITTEN CONFLICT OF INTEREST POLICY, IN WHICH ALL EMPLOYEES AND BOARD MEMBERS ARE REQUIRED TO REVIEW AND COMPLETE A WRITTEN QUESTIONNAIRE ON CONFLICTS ON AN ANNUAL BASIS. ALL SERC STAFF CONFLICTS ARE CONSOLIDATED ON A "SERC STAFF RECUSAL REQUIREMENTS" DOCUMENT. EACH SERC REPRESENTATIVE MUST RECUSE HIMSELF OR HERSELF FROM PARTICIPATION IN ANY PARTICULAR MATTER INVOLVING THE SUBJECT OF A CONFLICT. |
| FORM 990, PART VI, SECTION B, LINE 15 | THE OFFICERS OF THE INDEPENDENT BOARD MEET IN EXECUTIVE SESSION TO REVIEW AND APPROVE THE SALARY AND INCENTIVE PAY FOR THE OFFICERS OF THE ORGANIZATION. THE BOARD OFFICERS RELY UPON INDUSTRY DATA AND COMPENSATION STUDIES PERFORMED TO DETERMINE THE REASONABLENESS OF THE EXECUTIVES' COMPENSATION PACKAGES. COMPENSATION STUDIES ARE PERFORMED AT A MINIMUM EVERY THIRD YEAR AND INCLUDE SOURCES SUCH AS TOWERS WATSON AND OTHER SOURCES AND REGIONAL REPORTS RECEIVED FOR THE ORGANIZATION'S PARTICIPATION IN REGIONAL COMPENSATION SURVEYS. THE DELIBERATION AND DECISION IS CONTEMPORANEOUSLY SUBSTANTIATED IN MEETING MINUTES. THE BOARD-APPOINTED HUMAN RESOURCE AND COMPENSATION COMMITTEE REVIEWS AND ENDORSES THE PRESIDENT'S RECOMMENDATIONS REGARDING THE COMPENSATION OF KEY EMPLOYEES AND OTHER HIGHEST PAID EMPLOYEES. THE COMMITTEE RELIES UPON INDUSTRY DATA AND COMPENSATION STUDIES PERFORMED TO DETERMINE REASONABLENESS OF THE COMPENSATION OF HIGHEST PAID EMPLOYEES. |
| FORM 990, PART VI, SECTION C, LINE 19 | ALL GOVERNING DOCUMENTS AND AUDITED FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST. |
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