| Return Reference | Explanation |
|---|---|
| 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 PRESIDENT AND CEO AND OTHER EXECUTIVE OFFICERS THROUGH THE USE OF A TOTAL COMPENSATION PACKAGE, WHICH INCLUDES BASE SALARY, COMPETITIVE BENEFITS, AND THE POTENTIAL OF A BONUS. HISTORICALLY, OUR PRESIDENT AND CEO'S BASE SALARY IS DERIVED FROM SALARY DATA PROVIDED BY A THIRD PARTY THROUGH A NATIONAL COMPENSATION SURVEY. THE NATIONAL COMPENSATION SURVEY DATA INCLUDES DATA FROM THE LABOR MARKET FOR POSITIONS WITH SIMILAR RESPONSIBILITIES. MR. LEE WAS COMPENSATED UTILIZING A CONSULTING SERVICES AGREEMENT DURING HIS ENGAGEMENT AS PRESIDENT AND CEO. TARGETED OVERALL COMPENSATION OUR COMPENSATION PROGRAM UTILIZES DETAILED JOB DESCRIPTIONS FOR ALL OF OUR EMPLOYEES INCLUDING EXECUTIVE OFFICERS, WITH THE EXCEPTION OF THE PRESIDENT AND 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 COMPENSATION 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, AND 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. A THIRD-PARTY CONSULTANT, BURTON-FULLER MANAGEMENT, REVIEWS THE MARKET-BASED SALARY DATA WE COMPILED FOR REASONABLENESS ANNUALLY. WE HAVE DEFINED MARKET-BASED SALARY AS APPROXIMATELY THE 50TH PERCENTILE OF THE MARKET. ANOTHER THIRD-PARTY CONSULTANT, INTANDEM LLC, CREATED A PERFORMANCE APPRAISAL INSTRUMENT FOR THE PRESIDENT AND CEO POSITION. PROCESS FOR DETERMINING CEO COMPENSATION WE HAVE A COMMITTEE OF OUR BOARD OF DIRECTORS, THE EXECUTIVE COMMITTEE, WHICH RECOMMENDS ALL COMPENSATION FOR OUR PRESIDENT AND CEO TO THE ENTIRE BOARD OF DIRECTORS. THE ENTIRE BOARD OF DIRECTORS THEN APPROVES THE COMPENSATION ARRANGEMENTS FOR THE PRESIDENT AND CEO. OUR BOARD OF DIRECTORS HAS DELEGATED TO OUR PRESIDENT AND CEO, THE AUTHORITY TO ESTABLISH AND ADJUST COMPENSATION FOR ALL EMPLOYEES OTHER THAN HIMSELF. THE COMPENSATION FOR ALL OTHER EMPLOYEES, INCLUDING EXECUTIVE OFFICERS OTHER THAN THE PRESIDENT AND CEO, IS APPROVED BY OUR PRESIDENT AND CEO BASED UPON MARKET-BASED SALARY DATA. ON AN ANNUAL BASIS OUR BOARD OF DIRECTORS REVIEWS THE PERFORMANCE AND COMPENSATION OF OUR PRESIDENT AND CEO, AND OUR PRESIDENT AND CEO REVIEWS THE PERFORMANCE AND COMPENSATION OF THE REMAINING EXECUTIVE OFFICERS. OUR BOARD OF DIRECTORS DETERMINED THE COMPENSATION PAYABLE UNDER THE CONSULTING SERVICES AGREEMERENTS FOR OUR FORMER PRESIDENT AND CEO. |
| 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 -5,329,169. FEDERAL INCOME TAX 1120-POL -6,876. BOOK/TAX DIFFERENCES FROM PARTNERSHIP -139,382. PATRONAGE DIVIDENDS - MEMBERSHIP BENEFIT 11,771,538. |
| 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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