| Return Reference | Explanation |
|---|---|
| FORM 990, PART VI, SECTION A, LINE 4 | ON JUNE 13, THE CODE OF ETHICS OF OLD DOMINION ELECTRIC COOPERATIVE WAS AMENDED TO MERGE THE TWO EXISTING CODE OF ETHICS (ONE FOR THE BOARD AND ONE FOR EMPLOYEES) INTO ONE. OTHER MATERIAL CHANGES INCLUDE: * ADDITIONAL LANGUAGE TO ADDRESS POTENTIAL CONFLICTS OF INTEREST AND THE HANDLING OF BUSINESS OPPORTUNITIES * ADDITION OF A LOBBYING ACTIVITIES AND POLITICAL CONTRIBUTION SECTION * ADDITION OF AN ANTITRUST AND COMPETITION LAWS SECTION * ADDITION OF AN EQUAL OPPORTUNITY AND HARASSMENT SECTION |
| FORM 990, PART VI, SECTION A, LINE 6 | OLD DOMINION ELECTRIC COOPERATIVE IS A COOPERATIVE OWNED BY 11 MEMBERS. NO MEMBER OWNS MORE THAN 50%. |
| FORM 990, PART VI, SECTION B, LINE 11B | A FINAL DRAFT OF THE 990 IS PROVIDED TO THE BOARD OF DIRECTORS FOR REVIEW. THE 990 IS REVIEWED BY AN OFFICER OF THE ORGANIZATION BEFORE FILING WITH THE IRS. |
| FORM 990, PART VI, SECTION B, LINE 12C | THE CONFLICT OF INTEREST POLICY IS INCLUDED IN THE COMPANY'S CODE OF ETHICS, WHICH IS SIGNED BY ALL EMPLOYEES AND BOARD MEMBERS. GENERAL COUNSEL SERVES AS THE COMPLIANCE OFFICER TO ADMINISTER THE CODE OF ETHICS. WHEN CONTACTED, THE COMPLIANCE OFFICER IS OBLIGATED TO RECORD ANY REPORT ALLEGING A VIOLATION OF THE CODE AND TO TAKE EFFECTIVE STEPS TO INVESTIGATE SUCH REPORT. PERIODICALLY, AS DETERMINED AND REQUESTED BY THE PRESIDENT/CEO, THE COMPLIANCE OFFICER WILL SUBMIT A MEMORANDUM OUTLINING THE COMPLAINTS HE HAS RECEIVED FOR THAT PERIOD, THE RESULTS OF ALL INVESTIGATIONS, AND RECOMMENDATIONS FOR REMEDIAL ACTION. |
| FORM 990, PART VI, SECTION B, LINE 15 | GENERAL PHILOSOPHY OUR COMPENSATION PHILOSOPHY HAS FOUR OBJECTIVES: 1. ATTRACT AND RETAIN A QUALIFIED, DIVERSE WORKFORCE THROUGH A COMPETITIVE COMPENSATION PROGRAM; 2. PROVIDE EQUITABLE AND FAIR COMPENSATION; 3. SUPPORT OUR BUSINESS STRATEGY; AND 4. ENSURE COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS. TOTAL COMPENSATION PACKAGE WE COMPENSATE OUR CEO THROUGH THE USE OF A TOTAL COMPENSATION PACKAGE WHICH INCLUDES BASE SALARY, COMPETITIVE BENEFITS, AND THE POTENTIAL OF A BONUS. OUR CEO'S BASE SALARY IS DERIVED FROM THIRD PARTY MARKET DATA BASED UPON NATIONAL COMPENSATION SURVEYS. THE NATIONAL COMPENSATION SURVEY DATA INCLUDES DATA FROM THE LABOR MARKET FOR POSITIONS OF SIMILAR RESPONSIBILITIES. MR. LEE IS BEING COMPENSATED UTILIZING A CONSULTING SERVICES AGREEMENT DURING HIS ENGAGEMENT AS PRESIDEN AND CEO. THE COMPENSATION OF OUR CEO IS REVIEWED BY THE EXECUTIVE COMMITTEE OF OUR BOARD OF DIRECTORS AND THEY PROVIDE A RECOMMENDATION TO OUR ENTIRE BOARD OF DIRECTORS. THE ENTIRE BOARD OF DIRECTORS APPROVES OUR CEO'S COMPENSATION. WE COMPENSATE OUR OTHER EXECUTIVE OFFICERS THROUGH THE USE OF A TOTAL COMPENSATION PACKAGE WHICH INCLUDES BASE SALARY, COMPETITIVE BENEFITS, AND THE POTENTIAL OF A BONUS. THEIR ANNUAL SALARY IS ALSO DERIVED FROM THIRD PARTY MARKET DATA BASED UPON NATIONAL COMPENSATION SURVEYS AND INCLUDES DATA FROM THE LABOR MARKET FOR POSITIONS OF SIMILAR RESPONSIBILITIES. TARGETED OVERALL COMPENSATION OUR COMPENSATION PROGRAM UTILIZES ACCURATE, DETAILED JOB DESCRIPTIONS FOR ALL OF OUR EMPLOYEES, INCLUDING EXECUTIVE OFFICERS WITH THE EXCEPTION OF THE CEO, AS AN INSTRUMENT TO ESTABLISH BENCHMARKED POSITIONS. THE MARKET COMPENSATION INFORMATION FOR EACH POSITION IS DERIVED FROM SALARY DATA PROVIDED BY THIRD PARTIES THROUGH NATIONAL SURVEYS AND INCLUDES SALARY DATA FOR POSITIONS WITHIN THE DETERMINED COMPETITIVE LABOR MARKET. OUR JOB DESCRIPTIONS ARE REVIEWED ANNUALLY AND INCLUDE JOB RESPONSIBILITIES, REQUIRED KNOWLEDGE, SKILLS AND ABILITIES, FORMAL EDUCATION AND EXPERIENCE NECESSARY TO ACCOMPLISH THE REQUIREMENTS OF THE POSITION WHICH IN TURN HELPS US ACHIEVE OPERATIONAL GOALS. UTILIZING THIS INFORMATION, OUR HUMAN RESOURCES DEPARTMENT DETERMINES A MARKET-BASED SALARY FOR EACH POSITION BASED UPON SALARY SURVEY DATA PROVIDED BY THIRD PARTIES. A THIRD-PARTY CONSULTANT REVIEWS THE MARKET-BASED SALARY DATA WE COMPILED FOR REASONABLENESS AND FAIRNESS ANNUALLY. OUR BOARD OF DIRECTORS HAS DEFINED MARKET-BASED SALARY AS APPROXIMATELY THE 50TH PERCENTILE OF THE MARKET, EXCLUDING NEW HIRES THAT MAY BE HIRED AT 90% OF THE 50TH PERCENTILE OF MARKET UNTIL A LEARNING PERIOD IS COMPLETE. PROCESS OUR BOARD OF DIRECTORS HAS DELEGATED TO OUR CEO THE AUTHORITY TO ESTABLISH AND ADJUST COMPENSATION FOR ALL EMPLOYEES OTHER THAN HIMSELF. WE HAVE A SUB-COMMITTEE OF OUR BOARD OF DIRECTORS, THE EXECUTIVE COMMITTEE, WHICH RECOMMENDS COMPENSATION FOR OUR CEO TO THE ENTIRE BOARD OF DIRECTORS AND THE ENTIRE BOARD OF DIRECTORS APPROVES THE COMPENSATION. THE COMPENSATION FOR ALL OTHER EMPLOYEES, INCLUDING EXECUTIVE OFFICERS OTHER THAN THE CEO, IS APPROVED BY OUR CEO BASED UPON MARKET-BASED SALARY DATA. ON AN ANNUAL BASIS OUR BOARD OF DIRECTORS REVIEWS THE PERFORMANCE AND COMPENSATION OF OUR CEO AND OUR CEO REVIEWS THE PERFORMANCE AND COMPENSATION OF THE REMAINING EXECUTIVE OFFICERS. |
| FORM 990, PART VI, SECTION C, LINE 19 | THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS AVAILABLE UPON REQUEST. |
| FORM 990, PART IX, LINE 4: | LINE 4 CONTAINS CAPITAL CREDITS ALLOCATED TO OUR MEMBERS. |
| FORM 990, PART XI, LINE 9: | CLOVER BOOK DEPRECIATION FOR FULL YEAR -5,319,983. FEDERAL INCOME TAX 1120-POL -35,102. BOOK/TAX DIFFERENCES FROM PARTNERSHIP -25,421. FEDERAL INCOME TAX FORM 4720 -39,591. PATRONAGE DIVIDENDS - MEMBERSHIP BENEFIT 12,552,962. |
| FORM 990, PART I, LINE 3 AND PART VI, LINE 1A: | ODEC IS GOVERNED BY A BOARD OF 22 DIRECTORS, CONSISTING OF TWO REPRESENTATIVES FROM EACH OF OUR MEMBER DISTRIBUTION COOPERATIVES AND ONE REPRESENTATIVE FROM TEC TRADING INC, ITS CLASS B MEMBER. THE CHAIRMAN OF THE BOARD CASTS 2 VOTES, ONE FOR HIS COOPERATIVE AND ONE FOR TEC. |
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