Southwest Power Pool, Inc. CORPORATE GOVERNANCE … materials 20200220_pgd.… · Electric Power...

Antitrust: SPP strictly prohibits use of participation in SPP activities as a forum for engaging in practices or communications that violate the antitrust laws. Please avoid discussion of topics or behavior that would result in anti-competitive behavior, including but not limited to, agreements between or among competitors regarding prices, bid and offer practices, availability of service, product design, terms of sale, division of markets, allocation of customers or any other activity that might unreasonably restrain competition.

Southwest Power Pool, Inc.

CORPORATE GOVERNANCE COMMITTEE MEETING

February 20, 2020

Evergy Company – Kansas City, MO

• A G E N D A •

10:00 a.m. – 3:00 p.m.

1. Call to Order and Administrative Items……………………………………………......................................................Nick Brown

a. Minutes (12/13/19)b. Action Item Review

2. Roughrider Membership Agreement Amendment…………………………………………………………………….Paul Suskie

3. Vacancies

a. Human Resources Committee - Transmission Using Memberi. Jason Fortikii. Suzanne Laneiii. David Osburniv. Maria Bunting Smedley

4. Annual Review of Board Compensation........……………………………….............................................................Nick Brown

5. Board Committee Assignments and Schedule…………………………………………………………………………..Nick Brown

6. Expiring Terms for Directors……………………………………………………….............................................................Nick Brown

a. Larry Altenbaumerb. Josh Martinc. Bruce Scherr

7. AWEA/TWC Section 206 Complaint and Membership Withdrawal……………………………………………Paul Suskie

a. Proposed Compliance Filing

8. Annual Membership Fee Discussion…………………………………………………………………………………………..Paul Suskie

9. Legitimate Public Interest & Annual Membership Fee Process………………………………………………….Paul Suskie

10. Sector Representation………………………………………………………………………………………………………………..Paul Suskie

11. MOPC Org Groups & Delegation of MOPC Charters…………………………………………………………………….SPP Staff

12. CGC Scope – Scope of Activities - Add Training/Education……………………………………………………….Paul Suskie

13. Future Meetings – Discuss LocationsAugust 20, 2020 November 12, 2020 Education Session - ?

1 of 61

1 of 122

Southwest Power Pool, Inc. CORPORATE GOVERNANCE COMMITTEE

December 13, 2019

Net Conference

• M I N U T E S •

Minutes No. 85

Agenda Item 1 – Call to Order and Administrative Items Chair Nick Brown called the Corporate Governance Committee (CGC) regular meeting to order at 9:00 a.m. Members who participated were: Nick Brown (SPP), Larry Altenbaumer (Director), Denise Buffington (Evergy), Jason Fortik (LES), Rob Janssen (Dogwood), Brett Leopold (ITC), John McClure (NPPD), Mike Wise (GSEC), and Jody Sundsted (WAPA - UGP). Paul Suskie, Barbara Sugg, Mike Riley, and Shaun Scott (SPP Staff) were in attendance. There were 17 participants (Attachment 1 – Attendance).

Jody Sundsted made a motion to approve the minutes from the November 14, 2019 meeting (Attachment 2 – CGC Minutes 11/14/19). Mike Wise seconded the motion. The motion passed unanimously.

Agenda Item 2 – Action Item Review

Paul Suskie reviewed the action items (Attachment 3 – Action Items). The completed action items will be removed from the list and updated accordingly.

Agenda Item 4 – Bylaws Review

Due to the volume of information to be covered the agenda items were changed. Mike Riley presented the recommendation and background for the cleanup effort of the SPP bylaws (Attachment 4 – Bylaws Cleanup Recommendation, Attachment 5 – Bylaws Revisions Presentation, and Attachment 6 – Bylaws Combined Redline). The bylaws review process began in February. The membership, CGC members, and staff were asked for input. The proposed revisions were reviewed at the CGC meeting in August with some more information added for review and discussion at the August meeting. The majority of the proposed changes are non-substantive. The Bylaws were reviewed and discussed in detail.

ACTION ITEM: Add on-boarding and training/education to the CGC Scope document and encourage other board level committees to do the same.

ACTION ITEM: Staff will propose a procedure to be used to consider a potential Member’s request for a waiver of the annual membership fee on the basis of the entity’s status as a legitimate public interest group. The succession will be SPP’s legal department to the CGC for the board’s approval.

Agenda Item 3 – Membership Fee Changes

Paul Suskie reported that FERC will be meeting next week. The membership withdrawal obligation complaint and the proposed minimum withdrawal fee is on FERC’s December 19, 2019, agenda. FERC may issue an order these items at that time. The committee agreed to table the discussion on agenda item three – Membership Fee Changes (Attachment 7 – Annual Membership Fee Recommendation and Attachment 8 – Annual Membership Fee Recommendation).

Agenda Item 5 – CGC Scope – Section B Change

Nick Brown provided the information for the CGC Scope (Attachment 9 – Corporate Governance Committee Organizational Scope). There was one suggested change to section B under the Scope of Activities.

Denise Buffington provided additional background information on what the other RTOs and ISOs do when searching for new board members (Attachment 10 – Board Selection Process at Various RTOs and ISOs).

2 of 61

2 of 122

Corporate Governance Committee December 13, 2019

Jody Sundsted made a motion to approve the CGC Scope. Larry Altenbaumer seconded the motion. There was one no vote (Lincoln Electric System). The motion passed.

Jason Fortik voted against the proposed CGC Scope changes since the feedback from his sector indicated a strong preference for retaining a selection process that involves multiple candidates with vetting, interview, and selection mechanisms. Although making a search firm optional doesn’t preclude adhering to a structured candidate selection process, it does make it easier to deviate from using a structured process.

Agenda Item 6 – SPC Potential Changes to Sector Representation

Due to a lack of time, agenda item six – SPC Potential Changes to Sector Representation was tabled for a future meeting. (Attachment 11 – SPC Potential Changes to Sector Representation).

Agenda Item 7 – Future Meetings

ACTION ITEM: Add an education session for the CGC.

2020 • February 20, 2020 – Kansas City, MO • August 20, 2020 (TBD) • November 12, 2020 (TBD)

The meeting adjourned at 11:08 a.m.

Respectfully Submitted,

Paul Suskie, Secretary

2

3 of 61


Pending Action Items Status Report

February 20, 2020

No.

Action Item Date Originated Status Comments

1. SPP Staff will draft language clarifying the process available to legitimate public interest groups that join SPP who desire to seek a waiver of the annual membership fee. UPDATE – Staff will propose a procedure to be used to consider a potential’s Members request for a waiver of the annual membership fee on the basis of the entity’s status as a legitimate public interest group. The succession will be SPP’s legal department to the CGC for the Board’s approval

ORIGIONAL 8/22/19

UPDATE 12/13/19

In Process Related to the annual

membership fee.

2. SPP staff to draft changes to the annual $20,000 membership fee straw proposal to make the new membership fee effective beginning January 2022, so that the proposed modifications to Schedule 1A will be in effect for one year prior to the modified annual membership fee.

8/22/19 In Process Related to the annual

membership fee and the w/drawl obligations.

3. SPP Staff to provide the original redline of the bylaws and add the changes discussed during the CGC meeting to the redlined version so the changes discussed in the meeting are noted separately.

9/22/19 Completed 12/13/19 Bylaws review effort.

4. Removal or modifications to section b under the scope of activities will be discussed at the November CGC meeting.

9/22/19 Completed 12/13/19

Tabled to the CGC meeting on December Conference Call

5. CGC will consider sector representation of the Strategic Planning Committee. 9/22/19 In Process Tabled to the CGC meeting on

2/20/20

6. CGC to discuss delegating to MOPC scope documents for working groups reporting to the MOPC.

11/14/19 In Process To be discussed at the meeting on 2/20/20

7. SPP Staff will draft a straw proposal business practice on election procedures during membership elections.

11/14/19 In Process To be discussed at the meeting

on 2/20/20

8. Add on-boarding and training/education to the CGC Scope document and encourage other board level committees to do the same.

12/13/19 In Process

9. Add an education session for the CGC in 2020. 12/13/19 In Process

4 of 61

Southwest Power Pool, Inc. STAFF

Recommendation to the Corporate Governance Committee February 20, 2020

Amendment to Membership Agreement Roughrider Electric Cooperative, Inc.

Background Roughrider Electric Cooperative, Inc. (“Roughrider”), a member of Basin Electric Power Cooperative (“Basin Electric”), has requested certain amendments be made to SPP’s Membership Agreement that are materially the same as amendments approved by the Corporate Governance Committee (“CGC”), the Board of Directors, and accepted by the Federal Energy Regulatory Commission for the following entities:

Heartland Consumers Power District (“Heartland”) (Docket No. ER14-2851)

Basin Electric (Docket No. ER14-2851)

Basin Electric members: Central Power Electric Cooperative, Inc. (“Central Power”) (Docket No. ER16-539) East River Electric Power Cooperative, Inc. (“East River”) (Docket No. ER15-1906) Northwest Iowa Power Cooperative (“NIPCO”) (Docket No. ER15-1906) Corn Belt Power Cooperative (“Corn Belt”) (Docket No. ER15-1906) Mountrail-Williams Electric Cooperative (“Mountrail-Williams”) (Docket No. ER16-539) Mor-Gran-Sou Electric Cooperative, Inc. (“Mor-Gran-Sou”) (Docket No. ER19-453)

The integration of the Integrated System parties (Western Area Power Administration – Upper Great Plains Region (“Western-UGP”), Basin Electric, and Heartland) occurred on October 1, 2015. Roughrider plans to sign the SPP Membership Agreement as a Transmission Owner as soon as the amendment is approved by the CGC and the Board of Directors. Analysis The amendments proposed are designed to address the interconnected nature between this Basin Electric member and the Integrated System. The cooperative is embedded within the Integrated System. The Corporate Governance Committee considered and approved a Membership Agreement amendment for Roughrider as follows:

5 of 61

1) Dispute Resolution: Disputes under the Membership Agreement or SPP Bylaws will be subject to binding dispute resolution under Section 3.13 of the SPP Bylaws only with consent of the entity’s board and subject to terms and conditions the entity’s board may impose.

2) Withdrawal Rights: Allows the entity to terminate membership with less notice than prescribed in Section 4.2.2 of the Membership Agreement if: Basin Electric withdraws, Western-UGP withdraws, or FERC finds SPP has not complied with the Membership Agreement amendments of the entity, Basin Electric, or Western-UGP. If Basin Electric or Western-UGP withdraws, the entity’s withdrawal is effective the same date and the entity is subject to the financial withdrawal obligations of the Membership Agreement.

3) Obligation to Build: The entity’s obligation to construct transmission facilities is subject to the discretionary authority of its board of directors. The entity’s board will not supplant any state regulatory authority over siting or permitting under state law.

Recommendation SPP Staff recommends that the Corporate Governance Committee approve the SPP Membership Agreement amendment of Roughrider as reflected in the attachments. Action Requested:

Approve Recommendation

Attachments: Roughrider Membership Agreement Amendment Comparison to Basin Electric Membership Agreement Amendment

6 of 61

1

AMENDMENTS TO SPP MEMBERSHIP AGREEMENT FOR ROUGHRIDER ELECTRIC COOPERATIVE, INC.

A1. Dispute Resolution

Notwithstanding any provisions in the Agreement or the SPP Bylaws to the contrary, any disputes arising under the Agreement or SPP Bylaws and relating to determinations, decisions, conduct and actions made or taken by Roughrider Electric Cooperative, Inc. (“Roughrider”) pursuant to its participation in SPP shall be subject to binding resolution under Section 3.13 of the SPP Bylaws only to the extent agreed upon by Roughrider’s Board of Directors, and subject to the terms and conditions set by Roughrider’s Board of Directors.

A2. Withdrawal Rights

Roughrider may terminate this Agreement and withdraw as a member of SPP with less than the advance notice required by Section 4.2.2 of the Agreement in the event that (1) Western Area Power Administration‐Upper Great Plains Region (“Western‐UGP”) or Basin Electric Power Cooperative (“Basin Electric”) withdraws from SPP in accordance with its withdrawal rights; (2) FERC finds that SPP has not adhered to all of the Western‐UGP Amendments, all of the Basin Electric Amendments or all of the Roughrider Amendments; or (3) SPP files and FERC approves one or more changes to the Roughrider Amendments without Roughrider’s consent, and such changes have a material adverse effect on Roughrider. In such event, Roughrider and SPP shall meet and confer to facilitate the withdrawal as soon as practicable or as necessary to ensure compliance with state or Federal law. In the event of a withdrawal by Western‐UGP or Basin Electric, Roughrider’s withdrawal will become effective on the same date as that of Western‐UGP or Basin Electric. If Roughrider exercises its withdrawal rights under this provision, the financial obligations will be calculated under § 4.3 of this Agreement.

A3. Obligation to Build Conditions

Roughrider’s Board of Directors shall have discretionary authority to decide whether Roughrider will construct new transmission facilities. Roughrider’s Board of Directors shall not replace any state regulatory authority with responsibility for siting activities under state law.

IN WITNESS WHEREOF, Roughrider and SPP have caused their duly authorized

representatives to execute, on their respective behalves, these Amendments to Roughrider’s Membership Agreement with SPP, which Amendments are fully applicable and incorporated into said Membership Agreement and together shall constitute one and the same instrument binding upon Roughrider and SPP.

7 of 61

2

Roughrider Electric Cooperative, Inc.:

Type of Entity (Transmission Owner or Non-Transmission Owner)

Name of Authorized Representative

Title of Authorized Representative

Signature of Authorized Representative

Date of Execution

Southwest Power Pool, Inc.:

Name of Authorized Representative

Title of Authorized Representative

Signature of Authorized Representative

Date of Execution

8 of 61

AMENDMENTS TO SPP MEMBERSHIP AGREEMENTFOR BASINROUGHRIDER ELECTRIC POWER COOPERATIVE, INC.

A1. Dispute Resolution

Notwithstanding any provisions in the Agreement or the SPP Bylaws to thecontrary, any disputes arising under the Agreement or SPP Bylaws and relating todeterminations, decisions, conduct and actions made or taken by BasinRoughriderElectric Power Cooperative ("Basin Electric", Inc. (“Roughrider”) pursuant to itsparticipation in SPP shall be subject to binding resolution under Section 3.13 of theSPP Bylaws only to the extent agreed upon by Basin Electric’s board of directorsRoughrider’s Board of Directors, and subject to the terms and conditions setby Basin Electric’s board of directorsRoughrider’s Board of Directors.

A2. Withdrawal Rights

Basin ElectricRoughrider may terminate this Agreement and withdraw as a memberof SPP with less than the advance notice required by Section 4.2.2 of theAgreement in the event that (1) Western Area Power Administration-‐Upper GreatPlains Region (“Western-UGP‐UGP”) or Basin Electric Power Cooperative (“Basin Electric”) withdraws from SPP in accordance with its withdrawal rights; (2) FERCfinds that SPP has not adhered to all of the Federal Power Marketing AgencyWestern‐UGP Amendments, all of the Basin Electric Amendments or allof the Basin ElectricRoughrider Amendments; or (3) SPP files and FERC approvesone or more changes to the Basin ElectricRoughrider Amendments without Basin ElectricRoughrider’s consent, and such changes have a material adverse effect onBasin Electric. Roughrider. In such event, Basin ElectricRoughrider and SPP shallmeet and confer to facilitate the withdrawal as soon as practicable or as necessaryto ensure compliance with state or Federal law. In the event of a withdrawal byWestern-‐UGP, or Basin Electric, Roughrider’s withdrawal will become effective onthe same date as that of Western-‐UGP or Basin Electric. If Basin ElectricRoughrider exercises its withdrawal rights under this provision, the financialobligations will be calculated under § 4.3 of this Agreement.

A3. Obligation to Build Conditions

Basin ElectricRoughrider’s boardBoard of directorsDirectors shall havediscretionary authority to decide whether Basin ElectricRoughrider will constructnew transmission facilities. Basin Electric’s board of directorsRoughrider’s Board of Directors shall not replace any state regulatory authority with responsibility forsiting activities under state law.

IN WITNESS WHEREOF, Basin ElectricRoughrider and SPP have caused theirduly authorized representatives to execute, on their respective behalves, theseAmendments to Basin Electric'Roughrider’s Membership Agreement with SPP, whichAmendments are fully applicable and incorporated into said Membership Agreement andtogether shall constitute one and the same instrument binding upon Basin

1

9 of 61

ElectricRoughrider and SPP.

2

10 of 61

MEMBERSHIP REPRESENTATION ON SPP COMMITTEES 20200130

Member Company MC CGC FC HRC SPC

AEP/PSO/SWEPCO (Investor-Owned Utility) (TO)

1 Peggy Simmons

1 Sandra Bennett

1 Richard Ross

Basin Electric Power Cooperative (Cooperative)(TO)

1 Tom Christensen

1 Tom Christensen

City Utilities of Springfield (Municipal) (TU)

1 Chris Jones

Dogwood (Independent Power Producer) (TU)

1 Rob Janssen

1 Rob Janssen

Enel Green Power North America (Independent Power Producer) (TU)

1 Betsy Beck

Golden Spread (Cooperative) (TU)

1 Mike Wise

1 Mike Wise

1 Mike Wise

1 Mike Wise

Google (Large Retail Customer) (TU)

1 Jeff Riles

GridLiance High Plains, LLC (Independent Transmission Company) (TU)

1 Noman Williams

ITC Holdings (Independent Transmission Company) (TU)

1 Brett Leopold

1 Brett Leopold

Evergy Companies (Investor-Owned Utility) (TO)

1 Kevin Noblet

1 Denise Buffington

1 John Olsen

Kansas Electric Power Cooperative (Cooperative) (TU)

1 Les Evans

Liberty Utilities (Empire District) (Investor-Owned) (TO)

1 Brent Baker

Lincoln Electric System (Municipal) (TU)

1 Jason Fortik

1 Laura Kapustka

1 Dennis Florom

Missouri River Energy Services (Municipal) (TU)

1 Ray Wahle

Nebraska Public Power District (State Agency) (TO)

1 Tom Kent

1 John McClure

1 Tom Kent

1 Traci Bender

NextEra Energy Resources, LLC (IPP) (TU)

1 Holly Carias

NorthWestern Energy (Investor-Owned Utility) (TU)

1 Bleau LaFave

Oklahoma Gas & Electric Company (Investor-Owned Utility) (TO)

1 Greg McAuley

1 Sarah Stafford

Oklahoma Municipal Power Authority (Municipal) (TU)

1 David Osburn

Omaha Public Power District (State Agency) (TO)

1 Joe Lang

SPS/Xcel Energy (Investor-Owned Utility) (TO)

1 David Hudson

1 Bill Grant

Sunflower Electric Power Corporation (Cooperative) (TO)

1 Stuart Lowry

1 Stuart Lowry

Tenaska (Independent Power Producer) (TU)

1 Kevin Smith

Tri-County Electric Cooperative, Inc. (Cooperative) (TU)

1 Zac Perkins

11 of 61

Walmart (Large Retail Customer) (TU) 1

Holly Rachel Smith

Western Area Power Administration (Federal Power Marketing Agency) (TO)

1 Jody Sundsted

1 Jody Sundsted

12 of 61

Representative Company Sector/Position Term Expires

Mark Crisson SPP Board Chair N/A

Bronwen Bastone SPP Board Board Representative N/A

Tom Kent Nebraska Public Power District Transmission Owner 2023

Transmission Using 2020

Stuart Lowry Sunflower Electric Power Corporation Transmission Owner 2021

Noman Williams GridLiance High Plains Transmission Using 2022

Human Resources Committee

One Vacancy

13 of 61

Human Resources Committee

Transmission Using Member

Nomination Form

Nominee Name & Title:

Jason Fortik / Vice President, Power Supply

Company:

Lincoln Electric System (LES)

Type of Experience &

Responsibilities with

Company:

Mr. Fortik has held the Vice President of Power Supply position since 2011 and has worked at LES since 1995. Prior to his Vice President role, he served as the Manager of Resource and Transmission Planning in the Power Supply Division. He also held several engineering positions in both the Power Supply and Energy Delivery Divisions at LES, working on projects involving substation, transmission, generation, and communications engineering and construction. Mr. Fortik earned a Bachelor of Science degree in electrical engineering from the University of Nebraska-Lincoln and is a Registered Professional Engineer. He also holds a Master of Business Administration degree from the University of Nebraska-Lincoln, a Bachelor of Technology degree in industrial supervision from Peru State College, and an Associate of Applied Science degree in electrical technology from Southeast Community College. His duties include oversight of generating resource planning, transmission planning and the related Southwest Power Pool (SPP) interactions, energy marketing functions, natural gas procurement, environmental compliance, generation operations and maintenance, and generation projects engineering. He also serves as a board member for the Nebraska Utility Corporation, serves as the Administrator of the District Energy Corporation, serves as the Chair of the Nebraska Power Association’s Joint Planning Subcommittee, and is the current municipal sector representative on the SPP Corporate Governance Committee.

Jason is interested in more engagement with SPP’s human resource programs and I believe his human resource related experiences would bring value to the Committee. These human resource related experiences at LES include active engagement in the labor agreement negotiations that occurred for a newly formed bargaining unit at one of LES’s generating plants, executive level participation in the last two corporate compensation studies, ongoing reviews and updates to LES’s job competency profiles, executive level review of LES’s corporate human resource programs (e.g. performance management, education assistance programs, alternate work schedules, phased retirement, progressive discipline, succession planning, corporate travel, corporate credit card, etc.). He’s also made it a practice to personally participate in the interview processes for the all the supervisory level staff in his Division to help ensure the next generation of corporate leaders are a good cultural fit.

Nominee’s Phone Number

& Email Address:

402-473-3380 / [email protected]

Nominated by:

Kevin Wailes (LES CEO)

Affiliate(s):

NA

14 of 61

Human Resources Committee Transmission Using Member

Nomination Form Nominee Name & Title:

Suzanne Lane Executive Vice President & CEO

Company:

Kansas Electric Power Cooperative (KEPCo)

Type of Experience & Responsibilities with Company:

• 2.5 years with KEPCo (Aug 2017 - present) • 19 years with Westar Energy (1998 - 2017) • Formal education: BBA (Finance), MBA • Significant experience throughout career in

Transmission Operations; also have experience in Generation & Power Marketing and the C&I and wholesale customer account management functions

• Currently responsible for leading all aspects of our not-for-profit, G&T cooperative, to assure we provide reliable, reasonably-priced power supply and transmission service for our 18 not-for-profit, member-owner distribution cooperatives, who ultimately provide power to over 300,000 rural Kansans

• Another key responsibility involves serving on the Wolf Creek Nuclear Operating Corporation Board of Directors and Executive Committee

• Representing KEPCo and other TDUs on the HR Committee would be an honor, and would continue to assure a balanced stakeholder representation

Nominee’s Phone Number & Email Address:

(785) 271-4821 [email protected]

Nominated by:

Mark Barbee (MOPC Voting Member) SVP, Engineering and Operations KEPCo

Affiliate(s):

None

15 of 61

mailto:[email protected]

16 of 61



David Osburn, General Manager

Company:

Oklahoma Municipal Power Authority


Responsible for overall operation of the Authority. Experienced with all aspects of top-level management, including activities that would fall under the HRC. I would welcome the opportunity to be of additional service to SPP.


405-359-2501. [email protected]

Nominated by:

Self

Affiliate(s):

None

17 of 61



Maria Bunting Smedley, Esq. │ Vice President – Human Resources and Strategy

Company:

Arkansas Electric Cooperative Corporation


Maria Bunting Smedley is the vice president of human resources and corporate strategy for Arkansas Electric Cooperative Corporation and Arkansas Electric Cooperatives, Inc. and has worked in the electric utility industry for more than 15 years and within the manufacturing industry for ten years. Maria is licensed to practice law in Arkansas and Virginia with degrees from George Mason School of Law (JD), the University of Tennessee in Chattanooga (MBA) and Southern Illinois University in Edwardsville (BSBA). Maria is also a graduate and class speaker of the Harvard Business School’s Advanced Management Program (AMP196) and also holds several human resources certifications to include a Senior Professional in Human Resources (SPHR), Certified Compensation Professional (CCP), and a Certified Benefits Professional (CBP) certifications. Maria has held previous human resources leadership roles with the National Rural Electric Cooperative Association, World Wide Automotive a Delco Remy Company, Solectron Technology, a Flex LTD subsidiary and Duracell, Inc. Maria leads the human resources division of AECC as well as the corporate strategy development and implementation. Other responsibilities include:

• Coordinating the performance appraisal process for the President/CEO in partnership with the Board of Directors; Conduct a CEO market study and provide recommendations to the Board of Directors;

• Leading benchmarking, design and implementation of competitive and valued added compensation programs to include executive compensation plans (deferred compensation), base salary plans and discretionary bonus plans. Research and develops merit proposals and salary structures for Board of Director approval;

18 of 61

• Develops benefits strategy and leads benefits administration to include group medical benefits, a defined pension plan and a 401(k) plan, fringe benefits, paid leave and service recognition. Recommends new programs and changes to existing programs, as well as ensure that changes support the overall compensation strategy. Guides recommendations through the internal approval process as well as Board of Directors approval;

• Ensures compliance with and adherence to all employment-related laws as well as regulatory mandated programs such as affirmative action, unemployment compensation and worker’s compensation, OSHA, and DOL physical and drug testing requirements. Serves as Equal Employment Opportunity Officer. Works closely with external counsel to represent AECC/AECI's interest in employment-related legal issues. Provides leadership in educating managers on their responsibilities and developing and communicating management guidelines and procedures that minimize AECC/AECI's liability;

• Maintains AECC/AECI Management Guidelines. Directs the interpretation and application of Management Guidelines and established HR policies and procedures. Develops new policies/guidelines and update existing policies/guidelines to satisfy organizational needs or comply with new legislation/regulation; and

• Partner with external consultants and other experts to develop strategies to address and resolve workplace challenges as well as to provide benchmarking and consultative recommendations to include strategy development and execution, process mapping and improvement, compensation and benefits benchmarking and consultation.


Cellular: 703-628-2079 Office: 501-570-2282 [email protected]

Nominated by:

Andrew Lachowsky, Vice President-Planning and Market Operations │ Arkansas Electric Cooperative Corporation

Affiliate(s):

No affiliate relationships or affiliates.

19 of 61

mailto:[email protected]

2020 SPP Meetings

January All Meetings in New Mexico HRC 13 MOPC 14-15 SPC 15-16 FC 17 (Net Conference) BOD Dinner 26 HRC 27 OC 27 RSC 27 BOD 28 February CGC 20 (Kansas City) IRC CEO Call 20 (1-3 ET) April All Meetings in Little Rock OC 13 MOPC 14-15 SPC 15-16 BOD Dinner 26 FC 27 HRC 27 RSC 27 BOD 28

May IRC Joint Conf. 19-20 – Toronto

June Leadership Conf. 4 July All Meetings in South Dakota FC 13 SPC 14 MOPC 15-16 BOD Dinner 26 HRC 27 OC 27 RSC 27 BOD 28

August CGC 20 (Place TBD) September IRC CEO Call 15 (1-3 ET) SPC Retreat 23-25 September October All Meetings in Little Rock FC 12 MOPC 13-14 SPC 14-15 BOD Dinner 25 OC 26 HRC 26 RSC 26 Annual Mtg Mbrs 27 BOD 27 November CGC 12 (Place TBD) IRC CEO Call 17 (1-3 ET) December OC 7 (Net Conference) BOD Conf. Call 7 (Net Conference) Sunday Night Dinner: January Directors Only (10) April Directors (10) & Officers (9) July Directors (10) MC (21) Officers (9) October Directors (10) & RSC (11) *When attending a committee meeting prior to the MOPC meeting board members are encouraged to also attend the MOPC meeting. *While the SPC Retreat is not mandatory, board members are highly encouraged to attend.

20 of 61

TermChair Larry Altenbaumer 2020Vice Chair Graham Edwards 2021

Bronwen Bastone 2022Julian Brix 2022Susan Certoma 2021Mark Crisson 2022Josh Martin 2020Darcy Ortiz 2021Bruce Scherr 2020Nick Brown N/ABarbara Sugg N/A

Chair

Chair

Chair

Chair

Chair

RotatingMarkets & Operations Planning Committee

Mark CrissonBronwen Bastone

Strategic Planning CommitteeLarry Altembaumer

Barbara Sugg

2020

Nick BrownLarry Altenbaumer

Corporate Governance

Finance Committee

Board of Directors

Bruce ScherrSusan Certoma

Oversight CommitteeJosh Martin

Graham EdwardsDarcy OrtizJulian BrixVacancy

Human Resource Committee

Susan CertomaVacancy

21 of 61

January 2020

SPP BOARD OF DIRECTORS

TERM EXPIRES Larry Altenbaumer 2020

Josh Martin 2020

Bruce Scherr 2020

Susan Certoma 2021

Graham Edwards 2021

Darcy Ortiz 2021

Julian Brix 2022

Mark Crisson 2022

Bronwen Bastone 2022

Barbara Sugg N/A

Nick Brown N/A

Term Expires - 2020 Larry Altenbaumer Josh Martin Bruce Scherr

Term Expires – 2021 Susan Certoma Graham Edwards Darcy Ortiz

Term Expires - 2022 Julian Brix Mark Crisson Bronwen Bastone

22 of 61



Exit Fee Compliance Revisions

Background On April 18, 2019, the Federal Energy Regulatory Commission (“Commission”) issued an order partially granting the American Wind Energy Association and Advanced Power Alliance (formerly known as the Wind Coalition) complaint in Docket No. EL19-11-000 alleging that SPP’s exit fee provisions are unlawful, unjust, unreasonable, and unduly discriminatory or preferential as applied to entities that are not transmission owners or load-serving entities (“April 18 Order”). In the April 18 Order, the Commission found SPP’s exit fee to be unjust and unreasonable as applied to non-transmission owners and directed that SPP submit a compliance filing within 60 days of the order removing the exit fee requirement for non-transmission owners and non-transmission owning load-serving entities from SPP’s Bylaws and Membership Agreement and otherwise revising the exit fee formula “to ensure that the continued application of the exit fee to transmission owners ensures SPP’s debt is fully secured.” April 18 Order at P 63. On May 20, 2019, SPP filed a request for rehearing and clarification of the April 18 Order. On August 1, 2019, SPP submitted a filing to comply with the directives in the April 18 Order. Separately, on August 1, 2019, SPP filed an alternative $100,000 exit fee proposal pursuant to Section 205 of the Federal Power Act that would apply to non-transmission owner Members upon withdrawal.

On December 19, 2019, the Commission issued an Order on rehearing, compliance and Section 205 filing (December Order). In the December Order, the Commission: (1) denied SPP’s rehearing request; (2) granted in part and denied in part, SPP’s requested clarifications; (3) conditionally accepted, subject to additional compliance, SPP’s August 1, 2019, compliance filing; and, (4) rejected without prejudice, SPP’s Section 205 filing of the alternative exit fee proposal. The Commission granted SPP’s request for an extension of time to submit its compliance filing to May 1, 2020.

Analysis

The December Order requires SPP to submit an additional compliance filing to: (1) ensure that non-transmission owner Members that withdraw, pay costs incurred by SPP due to the member’s withdrawal and any unpaid membership fees, dues, assessments or charges; and, (2) ensure that a withdrawing transmission owner member’s NEL includes the load of all load-serving entities connected to the withdrawing transmission owner’s facilities.

In compliance with the December Order, SPP has prepared Bylaws and Membership Agreement revisions to define the costs transmission owner Members and non-transmission owner Members pay upon withdrawal. The proposed compliance revisions are set forth in Bylaws sections 8.7.1 – Existing Obligations and 8.7.2 – Computation of a Member’s Existing Obligations and Membership Agreement section 4.3.2 – Obligation to Pay Current and Existing Obligations.

Pursuant to section 10.0 of the SPP Bylaws and section 8.12 of the SPP Membership Agreement, the Board of Directors may adopt revisions to the Bylaws, except for certain sections not implicated herein, and the Membership Agreement following a 30-day written notice to the Membership of the proposed revisions. An affirmative vote of a majority plus one of directors is required to approve amendments to the Bylaws, and

23 of 61

an affirmative vote of at least five directors is required to approve amendments to the Membership Agreement

Recommendation Approval of the compliance revisions as discussed herein and reflected in the attached redlines of Bylaws sections 8.7.1 and 8.7.2 and Membership Agreement section 4.3.2.

Action Requested: Approve Recommendation

24 of 61

Southwest Power Pool - Governing Documents Tariff - Bylaws, First Revised Volume No. 4

{W0216033.1 }Effective Date: 8/5/2010 - Docket #: ER10-2145 - Page 1

SOUTHWEST POWER POOL, INC.

BYLAWS

First Revised Volume No. 4

Superseding Original Volume No. 4

25 of 61

Southwest Power Pool - Governing Documents Tariff - Bylaws, First Revised Volume No. 4 - Bylaws Table of Contents

{W0216033.1 }Effective Date: 9/1/2018 - Docket #: ER18-2383-000 - Page 2

Southwest Power Pool Bylaws

Table of Contents

1.0 Definitions

2.0 Membership

2.1 Qualifications

2.2 Applications

2.3 Member Responsibilities and Obligations

2.4 Termination, Removal and Reinstatement

3.0 Organizational Administration

3.1 Structure

3.2 Attendance and Proxy

3.3 Leadership

3.3.1 Appointment

3.3.2 Terms

3.3.3. Vacancies

3.4 Executive Authority

3.5 Meetings

3.6 Order of Business

3.7 Expenses

3.8 Quorum

3.9 Voting

3.9.1. Markets and Operations Policy Committee and Membership

3.9.2 Organizational Groups and Task Forces

3.10 Appeal

3.11 Staff Independence and Support

3.12 Publications and Data Bases

3.13 Dispute Resolution

3.13.1 Instigation

3.13.2 Dispute Resolution Process

3.13.3 Resolution Procedures

26 of 61



3.13.4 Expenses

3.13.5 Liability

3.14 Meeting of Members

3.15 Liability, Insurance and Indemnification

3.15.1 Waiver of Liability

3.15.2 Insurance

3.15.3 Indemnification of Directors, Officers, Agents and Employees

3.15.4 Limitations

3.15.5 Modification of Rights by Agreement

3.15.6 Procedural Rights Not Affected

3.16 Compliance with Membership Requirements

3.17 Market Monitoring

4.0 Board Of Directors

4.1 Duties

4.2 Composition and Qualifications

4.2.1 Composition

4.2.2 Qualifications

4.2.3 Conflicts of Interest

4.3 Term and Election

4.4 Resignation and Removal of Directors

4.5 Vacancies

4.6 Functioning of the Board of Directors

4.6.1 Meetings and Notice of Meetings

4.6.2 Chair and Vice Chair; Election and Terms

4.6.3 Quorum and Voting

4.6.4 Compensation of Directors

4.6.5 Executive Session

5.0 Committees Advising The Board Of Directors

5.1 Members Committee

5.1.1 Composition and Qualifications

5.1.2 Term and Election

27 of 61



5.1.3 Resignation and Removal of Members Committee Representatives

5.1.4 Vacancies

5.1.5 Meetings

6.0 Committees Reporting To The Board Of Directors

6.1 Markets and Operations Policy Committee

6.2 Strategic Planning Committee

6.3 Human Resources Committee

6.4 Oversight Committee

6.5 Finance Committee

6.6 Corporate Governance Committee

7.0 Regulatory Involvement And Regional State Committee

7.1 Retention of State Regulatory Jurisdiction

7.2 Regional State Committee

7.3 Retention of Other Regulatory Jurisdiction

8.0 Fiscal Administration

8.1 Operating Budget

8.2 Annual Membership Fee

8.3 Reserved for Future Use

8.4 Monthly Assessments

8.5 Fiscal Agent

8.6 Auditors

8.7 Financial Obligation of Withdrawing Members

8.7.1 Existing Obligations

8.7.2 Computation of a Member’s Existing Obligations

8.7.3 Financial Obligations for Transmission Facilities

8.7.4 Penalty Costs

9.0 Reserved for Future Use

10.0 Amendments To These Bylaws and The Articles of Incorporation

11.0 Effective Date and Transition Provisions

28 of 61

Southwest Power Pool - Governing Documents Tariff - Bylaws, First Revised Volume No. 4 - Bylaws 8.0 Fiscal Administration - Bylaws 8.6 Auditors


29 of 61

Southwest Power Pool - Governing Documents Tariff - Bylaws, First Revised Volume No. 4 - Bylaws 11.0 Effective Date and Transition Provisions


8.7 Financial Obligation of Withdrawing Members

8.7.1 Existing Obligations

To the extent that Section 4.3.2 of the Membership Agreement is applicable

to a Member’s termination, “Existing Obligations” shall be defined in accordance with

Section 4.3.2 of the Membership Agreementare the following:.

a. the Member’s unpaid annual membership fee.

b. the Member’s unpaid dues, assessments, and other amounts charged

under Section 3.8 of the Membership Agreement, section 8.4 of the Bylaws, or

otherwise under the Bylaws, plus the Member’s share of costs SPP customarily

includes in such dues, assessments or other charges, but which as of the

Termination Date SPP had not included in such dues, assessments or other charges.

c. the Member’s share (computed in accordance with the Bylaws) of

the entire principal amounts of all SPP Financial Obligations outstanding as of the

Termination Date. “Financial Obligations” are all long-term (in excess of six (6)

months) financial obligations of SPP, including but not limited to the following:

i. debts under all mortgages, loans, loan agreements, borrowings,

promissory notes, bonds, and credit lines, under which SPP is obligated, including

principal and interest;

ii. all payment obligations under equipment leases, financing leases,

capital leases, real estate and office space leases, consulting contracts, and contracts

for outsourced services;

iii. any unfunded liabilities of any SPP employee pension funds,

whether or not liquidated or demanded; and

iv. the general and administrative overhead of SPP for a period of three

(3) months.

d. Any costs, expenses or liabilities incurred by SPP directly due to the

Termination, regardless of when incurred or payable, and including without

limitation prepayment premiums or penalties arising under SPP Financial

Obligations.

e. the Member’s share (computed in accordance with the Bylaws) of

all interest that will become due for payment with respect to all interest bearing

30 of 61

Southwest Power Pool - Governing Documents Tariff - Bylaws, First Revised Volume No. 4 - Bylaws 11.0 Effective Date and Transition Provisions


Financial Obligations after the Termination Date and until the maturity of all

Financial Obligations in accordance with their respective terms (“Future Interest”).

In the event that a Financial Obligation carries a variable interest rate, the interest

rate in effect at the Termination Date shall be used to calculate the applicable Future

Interest. In determining the Member’s share of Future Interest, SPP shall take into

account any reduction of Financial Obligations due to mitigation under this Section.

8.7.2 Computation of a Transmision Owner Member’s Existing Obligations

For purposes of computing the Existing Obligations of any withdrawing or

terminated Transmision Owner Member in accordance with Section 4.3.2(b)-(f) of

the Membership Agreement, such “Member’s share” is a percentage calculated as

follows:

A = 100 [0.25(1/N) + 0.75(B/C)]

Where: A = Member’s share (expressed as a percentage)

N = Total number of Transmission Owner Members that

are subject to Section 4.3.2(b)-(f) of the Membership Agreement

B = The Member's previous year Net Energy for Load

connected to transmission facilities of Transmission

Owner Member, including any such load of other

load serving entities.

C = Total of factor B for all Transmission Owner

Members that are subject to Section 4.3.2(b)-(f) of the Membership

Agreement

The Finance Committee shall have the discretion to reduce the Existing Obligations

of any withdrawing or Terminated Member, to reflect any SPP costs or expenses that may

be mitigated in connection with such Member’s withdrawal or termination. In the event of

consolidation of affiliate memberships or the transfer of membership from one corporate

entity to another, whereby one entity remains a member of SPP, the withdrawal obligation

for the departing company(ies) may be waived at SPP’s sole discretion.

31 of 61

Southwest Power Pool - Governing Documents Tariff - Membership Agreement, First Revised Volume No. 3


SOUTHWEST POWER POOL, INC.

MEMBERSHIP AGREEMENT

First Revised Volume No. 3

Superseding Original Volume No. 3

32 of 61

Southwest Power Pool - Governing Documents Tariff - Membership Agreement, First Revised Volume No. 3 - MA Table of Contents


MEMBERSHIP AGREEMENT

TABLE OF CONTENTS

1.0 Definitions 2.0 Rights, Powers and Obligations of SPP 2.1 Operation and Planning 2.1.1 General 2.1.2 Reliability 2.1.3 Transmission Maintenance 2.1.4 Generation Maintenance 2.1.5 Planning Activities 2.2 Non-Discriminatory Transmission Service 2.2.1 Pricing 2.2.2 Standards of Conduct 2.2.3 OASIS 2.2.4 Ancillary Services 2.2.5 Transmission Service Scheduling 2.3 Fiduciary Responsibilities and Duties of SPP to Members 2.4 Additional Obligations of SPP 2.4.1 Inspection and Auditing Procedures 2.4.2 Stranded Cost Recovery Charges 3.0 Commitments, Rights, Powers, and Obligations of Member 3.1 Redispatch and Curtailment 3.2 Transmission and Generation Maintenance Practices 3.3 Construction 3.4 Use of Distribution Facilities 3.5 Providing Information 3.6 Facilities Access 3.7 Inspection and Auditing Procedures 3.8 Compliance and Bylaws and Other Policies and Procedures 3.9 Planning and Participation 3.10 Pricing 3.11 No Waiver of Jurisdictional Immunity 3.12 Compliance with Federal or State Law 4.0 Termination of Membership 4.1 Events of Termination and Partial Termination 4.2 Termination Procedures and Effective Dates 4.2.1 Notice of Voluntary Withdrawal 4.2.2 Effective Date of Termination 4.3 Obligations Upon Termination 4.3.1 Obligation to Hold Users Harmless 4.3.2 Obligation to Pay Current and Existing Obligations

33 of 61

Southwest Power Pool - Governing Documents Tariff - Membership Agreement, First Revised Volume No. 3 - MA Table of Contents


4.3.3 Construction of Transmission Facilities 4.3.3A Financial Obligations for Transmission Facilities 4.3.4 Regulatory and Other Approvals or Procedure 5.0 Regulatory, Tax, And Other Authorities 5.1 Regulatory and Other Authorities 5.2 Tax Authorities 5.3 Effectiveness as to Certain Members 6.0 Removal of Members 7.0 Effective Date, Duration, and Transition 8.0 Miscellaneous Provisions 8.1 Governing Law 8.2 Successors and Assigns 8.3 No Implied Waivers 8.4 Severability 8.5 Renegotiation 8.6 Representations and Warranties 8.7 Further Assurances 8.8 Delivery of Notices 8.9 Entire Agreement 8.10 Good Faith Efforts 8.11 Third Party Joint Agreements 8.12 Amendment 8.13 Counterparts

34 of 61

Southwest Power Pool - Governing Documents Tariff - Membership Agreement, First Revised Volume No. 3 - MA 4.0 Termination of Membership - MA 4.2 Termination Procedures and Effective Dates


35 of 61

Southwest Power Pool - Governing Documents Tariff - Membership Agreement, First Revised Volume No. 3 - MA Amendments - MA Amendments for Mor-Gran-Sou Electric Cooperative, Inc.


4.3 Obligations Upon Termination 4.3.1 Obligation to Hold Users Harmless

Transmission Customers taking service which involves facilities being

withdrawn by a Transmission Owner from the functional control of SPP and where

such service is under transmission contracts executed before the Termination Date

shall continue to receive the same service for the remaining term of each such

contract at the same rates, terms, and conditions that would have been applicable if

the Termination or Partial Termination had not occurred. Transmission Owner

agrees to continue providing service to such Transmission Customers in accordance

with the preceding sentence, and shall receive revenues calculated in accordance

with the OATT but no more in revenues for that service that if there had been no

Termination or Partial Termination.

4.3.2 Obligation of Member Transmission Owner to Pay Current and

Existing Obligations

(a) In the event of a Termination or Partial Termination of a Member that is a

Transmission Owner, the Member shall pay all obligations incurred under

this Agreement at any time prior to the Termination Date. A Non-

Transmission Owner Member shall pay all Existing Obligations as defined

in Sections 4.3.2(b)(i)-(iii), calculated as of the Termination Date, and is

subject to the obligations set forth in Sections 4.3.2(c)-(f). In addition, in

order for SPP to recover a portion of certain debts and cost payable by SPP

after the Termination Date as further specified in this Agreement, a

Transmission Ownerthe Member shall pay all Existing Obligations (as

defined herein Section 4.3.2(b)), calculated as of the Termination Date, and

is subject to the obligations set forth in Sections 4.3.2(c)-(f). SPP shall

make reasonable efforts to mitigate the Member’s Existing Obligations by

commercially reasonable actions (such as prepayment of allocable debt, or

investment of part or all of the Member’s payment in an interest-bearing

instrument) and, in its discretion, may further discount the Member’s

Existing Obligations to reflect any additional mitigation SPP determines it

36 of 61



will achieve. A Member that is not a Transmission Owner is not subject to

the obligations set forth in this Section 4.3.2.

(b) “Existing Obligations” are all of the following and other obligations as may

be set forth in the Bylaws from time to time;

i. the Member’s unpaid annual membership fee,

ii. the Member’s unpaid dues, assessments, and other amounts charged

under Section 3.8 of this Agreement, Section 8.4 of the Bylaws, or

otherwise under the Bylaws, plus the Member’s share of costs SPP

customarily includes in such dues, assessments or other charges, but

which as of the Termination Date SPP had not included in such dues

assessments or other charges.

iii. Any costs, expenses or liabilities incurred by SPP directly due to the

Termination, regardless of when incurred or payable, and including

without limitation prepayment premiums or penalties arising under

SPP Financial Obligations.

ivii. A If the Member is a Transmission Owner , such Member’s Existing

Obligations shall also include:

a. the Member’s share (computed in accordance with the

Bylaws) of the entire principal amounts of all SPP Financial

Obligations outstanding as of the Termination Date. “Financial

Obligations” are all long-term (in excess of six (6) months) financial

obligations of SPP, including but not limited to the following:

1a. debts under all mortgages, loans, loan agreements,

borrowings, promissory notes, bonds, and credit

lines under which SPP is obligated, including

principal and interest;

b2. all payment obligations under equipment leases,

financing leases, capital leases, real estate and office

space leases, consulting contracts, and contracts for

outsourced services;

37 of 61



c3. any unfunded liabilities of any SPP employee

pension funds, whether or not liquidated or

demanded; and

4d. the general and administrative overhead of SPP for a

period of three (3) months.; and

5. any prepayment premiums or penalties arising under


iv. Any costs, expenses or liabilities incurred by SPP directly due to the

Termination, regardless of when incurred or payable, and including

without limitation prepayment premiums or penalties arising under


b.v. the Member’s share (computed in accordance with the

Bylaws) of all interest that will become due for payment with

respect to all interest bearing Financial Obligations after the

Termination Date and until the maturity of all Financial

Oblations in accordance with their respective terms (“Future

Interest”). In the event that a Financial Obligation carries a

variable interest rate, the interest rate in effect at the

Termination Date shall be used to calculate the applicable

Future Interest. In determining the Member’s share of Future

Interest, SPP shall take into account any reduction of

Financial Obligations due to mitigation under this Section.

(c) In the event of a Partial Termination, Existing Obligations shall first be

calculated as though a Termination occurred, and the Member shall pay a

percentage thereof as Existing Obligations due to the Partial Termination.

Such percentage shall be the percentage reduction of the Net Energy for

Load Ratio (if applicable) applicable that is attributable to the Member

resulting from the Partial Termination.

(d) In the event of a Termination or Partial Termination by a Member, the

Member shall pay to SPP all costs SPP incurs to remove the Member’s

38 of 61



facilities and/or load from SPP markets and operations. Such costs will be

determined by SPP and shall include but not be limited to costs associated

with modifying systems and databases, staff time, legal costs, and all costs

of completing other tasks necessary to process the Member’s Termination.

SPP will apply the Member’s withdrawal deposit, as specified in Section

4.2.1(b), to such costs, and any costs exceeding the withdrawal deposit shall

be included in the invoice to the Member as discussed in Section 4.3.2(e) of

this Agreement.

(e) SPP shall invoice Member for Existing Obligations within one month after

the Termination Date, except that delay by SPP in issuing the invoice shall

not diminish Member’s obligation to make timely payment. The invoice

shall be due and payable no later than five (5) business days after issuance.

Any amounts owed by SPP to the Member shall, solely at SPP’s election

and in its discretion, be offset against the Member’s Existing Obligations or

paid to the Member concurrently with issuance of the invoice.

(f) The Member acknowledges and agrees that Existing Obligations include

amounts that SPP expects to accrue and that will become payable by SPP

between the date of Member’s Notice of Termination and the Member’s

Termination Date, and that no part of a payment of Existing Obligations

shall be refundable to the Member under any circumstances, including

(except as provided in this Section with respect to mitigation or the

execution of a new Agreement by the Member after the Member’s

Termination) any reduction of the Financial Obligations (if applicable).

Any disagreement as to the calculation of Existing Obligations shall be

resolved in accordance with the dispute resolution procedures in the

Bylaws. If, after Termination, the Member elects to re-join SPP and execute

the Agreement then in effect, SPP, in its sole discretion, may elect to credit

a portion or all of the Member’s Existing Obligations paid to SPP upon the

Member’s earlier Termination against any future payments owed by the

Member to SPP.

39 of 61

SouthwestPowerPool SPPorg southwest-power-poolHelping our members work together to keep the lights on... today and in the future.

CORPORATE GOVERNANCE COMMITTEE REVIEW OF SPPANNUAL MEMBERSHIP FEEDECEMBER 13, 2019

40 of 61

SouthwestPowerPool SPPorg southwest-power-poolHelping our members work together to keep the lights on... today and in the future. 2

PROPOSED ANNUAL MEMBERSHIP FEE

41 of 61

3

SPP ANNUAL MEMBERSHIP FEE PROPOSAL

• Bylaws Section 8.2 Review

• Background• Previous CGC Discussion on Annual Fee

• Discussion and Consideration

• Staff Recommendation

42 of 61

4

SPP BYLAWS §8.2ANNUAL MEMBERSHIP FEE

All SPP Members will be subject to an annual membership fee in the amount of $6,000, or other amount established by the Board of Directors. Unless otherwise agreed, Membership fees for new Members are due at the execution of the Membership Agreement. Membership fees are not subject to refund. The Board of Directors shall determine the annual membership fee for the upcoming year in advance of the last meeting of Members in a calendar year. Legitimate public interest groups (e.g. consumer advocates, environmental groups, or citizen participation groups) may seek a waiver of the annual membership fee. The request for waiver must be directed to the President in writing 90 days in advance of the start of each fiscal year.

4

43 of 61

5

SPP BYLAWS §8.2ANNUAL MEMBERSHIP FEE

“All SPP Members will be subject to an annual membership fee in the amount of $6,000, or other amount established by the Board of Directors… The Board of Directors shall determine the annual membership fee for the upcoming year in advance of the last meeting of Members in a calendar year… ”

5

44 of 61

6

ANNUAL MEMBERSHIP FEE

Increasing the Annual Membership Fee results in a lower Net Revenue Requirement to be collected by SPP

Gross Revenue Requirement

(Fees and Other Revenues)

= Net Revenue Requirement

6

45 of 61

7

ORIGINAL DRAFT RECOMMENDATION

• Establish Annual Membership Fee of $20,000 per Member

• Concerns were raised by CGC members related to duplicity of payment by some Members• Stakeholder Process Costs and Schedule 1-A

• QRP Analogy• Transmission Owner Designation Process in SPP Tariff Attachment Y

requires payment of an application fee and annual certification fee equal to the amount of the SPP annual membership fee. SPP Members current in payment of their annual membership fee are exempt from these fee requirements

7

46 of 61

8

STRAW PROPOSAL:ANNUAL MEMBERSHIP FEE

• Establish the 2021 Annual Membership Fee of $20,000 per Member subject to a reduction equal to the amount, if any, Schedule 1-A fees paid by Member in the prior year, up to $14,000.

• Conforms with §8.2 and the express authority of the Board• Fee recovers most Stakeholder Process Costs but allows for

addition of new Members without over-collecting• Fee has historically not changed and this incremental increase will

provide experience to determine accuracy moving forward

8

47 of 61

February 15, 2018 Page 1

Information on RTO/ISO Governance/Membership Issues

SPP Corporate Governance Committee

Annual Fees CAISO Participating Transmission Owner (“Participating TO”): No specific application or annual fee is established under the Transmission

Control Agreement (“TCA”), although the TCA allows CAISO to establish a fee “[i]f the burden of processing applications . . .

becomes significant.” [TCA § 2.2.6]

Scheduling Coordinator – must pay a non-refundable application fee of $5,000. [CAISO Tariff §§ 4.5.1.1.4 & 4.5.1.1.6.1]

Candidate CRR Holders1 - must pay a non-refundable application fee established by the CAISO Board. That fee is currently set at

$1,000. [CAISO Tariff § 4.10.1.3; CRR Registration Overview at 1 (posted at http://www.caiso.com/Documents/CRRRegistration

Overview.pdf)]

ISO-NE Each Participant is required to pay to NEPOOL each January an Annual Fee. The Annual Fees are as follows: (1) $500 for Small End

Users; (2) $500 for Large End Users, plus an additional amount based on the hour of its highest hourly load during the preceding year, plus

an additional amount based on its highest Energy use during an hour in the preceding year; (3) $1,500 for Data-Only Participants; (4)

$1,500 for Provisional Members;2 (5) $5,000 for Publicly Owned Entities, minus a specified amount if the Publicly Owned Entity is

engaged in electricity distribution and has annual Energy Sales of less than 30,000 MWh in the preceding year. [NEPOOL Agreement

§ 14.1]

MISO All entities eligible for membership in MISO pay an initial membership fee of $15,000 in order to become Members. Each year

thereafter, each Member pays an additional fee of $1,000 to MISO to retain membership. [Transmission Owners Agreement, Art. 6]

NYISO Generally, there is a $5,000 annual fee for each Party to the NYISO ISO Agreement. However Small Consumers pay a lower fee that is

established by the NYISO Board of Directors. Environmental Parties and not-for-profit organizations that represent Small Consumers pay

a $100 annual fee. [NYISO ISO Agreement § 2.02]

PJM PJM charges full Members that are Market Buyers an application fee of $1,500, along with annual membership fee of $5,000, which is

prorated for the first year depending on when the entity joins PJM. Other entities may be subject to a lesser or zero cost application fee or

annual membership fee. A new Member must execute the standard form to become a Member set forth in Schedule 4 of the Operation

Agreement. Information on the application and membership fees is also posted on the PJM web site at http://pjm.com/about-pjm/member-

services/become-a-member/membership-enrollment.aspx. [Operating Agreement, Schedule 1 § 1.4.3 & Schedule 3]

1 A candidate Congestion Revenue Rights (“CRR”) Holder is an entity that is registered and qualified to participate in the CRR Allocation, the CRR

Auction, or the Secondary Registration System to become a CRR Holder and is a party to a fully executed CRR Entity Agreement. CAISO Tariff,

Definitions.

2 A Data-Only Participant is a participant that does not participate directly in the New England Energy markets, seeks read-only access to the data in ISO-

NE’s eMarket system, and has executed a Market Participant Service Agreement. A Provisional Member is an entity that has a verifiable interest in

becoming a Participant but that has not yet satisfied all of the requirements. See NEPOOL Agreement Section 1.13A.

48 of 61


Membership Requirements CAISO Unlike other RTOs, CAISO does not have “Members” as that term is defined by other RTOs.

A Participating TO is defined as a Party to the TCA whose application under the TCA has been accepted and who has placed its

transmission assets and Entitlements3 under the CAISO’s Operational Control. [CAISO Tariff, Definitions]

To participate in the CAISO markets, a company must be a certified Scheduling Coordinator or retain the services of a certified

Scheduling Coordinator to act on its behalf. A Scheduling Coordinator is defined as the entity certified by CAISO for the purposes of

undertaking the functions including paying CAISO, submitting bids into CAISO’s energy markets, and providing ancillary services,

or any entity certified by the CAISO as an Energy Imbalance Market (“EIM”) Entity Scheduling Coordinator or an EIM Participating

Resource Scheduling Coordinator. [CAISO Tariff, Definitions]

ISO-NE An entity may become a member of NEPOOL by executing the NEPOOL Agreement and paying the applicable Application Fee. The

Application Fees are as follows: (1) $500 for an applicant that qualifies for membership only as an End User Participant; (2) $1,000 for an

applicant that owns or controls less than 5 MW of Alternative Resources (“AR”) and qualifies for membership as an AR Provider; (3)

$1,500 for an applicant which qualifies for membership as a Data-Only Participant or as a Provisional Member; and (4) $5,000 for all

other applicants, or such other amount as may be fixed by the Participants Committee. [NEPOOL Agreement § 3.1(c)]

MISO Any person that (i) is an Eligible Customer or a Transmission Owner and (ii) pays to MISO the non-refundable membership fees shall be

eligible to become a Member of MISO. [MISO Bylaws, Article III § 3.1(a)]

An Eligible Customer is any electric utility (including a Transmission Owner, ITC Participant, or power marketer), Market

Participant, Federal Power Marketing Agency, or any person generating electric Energy for sale or for resale.

A Transmission Owner is a utility or other entity that owns, operates, or controls facilities for the transmission of electricity in

interstate commerce (as determined by MISO by applying the seven-factor test set forth by FERC in Order No. 888) and is a

signatory to the MISO Transmission Owners Agreement.

NYISO Any person or entity that meets the requirements for participation in any sector or subsector may become a Party to the NYISO ISO

Agreement by (i) certifying that the person or entity satisfies the requirements for participation in the sector in which the person or entity

wishes to participate and (2) signing the NYISO ISO Agreement. [NYISO ISO Agreement § 2.02]

PJM A Member is any entity that satisfies the requirements of Operating Agreement Section 11.6 and that (i) is a member of PJM immediately

prior to the Effective Date, or (ii) has executed an Additional Member Agreement. [Operating Agreement, Definitions]

A Member must be a Transmission Owner, Generation Owner, Other Supplier,4 Electric Distributor, or End-Use Customer, and

accept the obligations set forth in the Operating Agreement. A party that does not meet the requirements of Section 11.6 and is

not a member of the End-Use Customer sector, has not been a Market Participant over the past six months, and has no verifiable

plans to become a Market Participant over the next six months, can become an “Associate Member.” [Operating Agreement

§§ 11.6 & 11.7]

Information on the application and membership fees is also posted on the PJM web site at http://pjm.com/about-pjm/member-

services/become-a-member/membership-enrollment.aspx

3 An Entitlement is a Participating TO’s right obtained through contract or other means to use another entity’s transmission facilities.

4 An Other Supplier is a member who is engaged in buying, selling or transmitting electric energy, capacity, ancillary services, financial transmission

rights or other services in PJM or has a good faith intent to do so, and) does not qualify for the Generation Owner, Electric Distributor, Transmission

Owner or End-Use Customer sectors. Operating Agreement, Definitions O-P.

49 of 61

http://pjm.com/about-pjm/member-services/become-a-member/membership-enrollment.aspx

http://pjm.com/about-pjm/member-services/become-a-member/membership-enrollment.aspx


Voting for Major Stakeholder Groups CAISO Governing Board – CAISO’s Governing Board consists of five members appointed by the Governor of California and subject to

confirmation by the California Senate. [CAISO Bylaws, Article III §§ 2 & 4.1]

EIM Governing Board – CAISO also has a five-member EIM Governing Body will be nominated by stakeholders subject to approval by

the EIM Governing Body or, for the nominees that will become the initial members of the EIM Governing Body, by the CAISO

Governing Board. [CAISO Bylaws, Article IV § 2]

Primary committees

CAISO Audit Committee: assists in the oversight of ISO financial statements, compliance with legal and regulatory requirements,

and independent and internal audits, and reviews the financial reporting process and the internal controls and codes of conduct of the

Board and CAISO employees. Consists of two or more members elected by the CAISO Governing Board. [CAISO Tariff,

Definitions]

Department of Marketing Monitoring Oversight Committee: oversees market monitoring services for the participation of EIM

Market Participants in the Real-Time Market for actual or potential ineffective market rules, market abuses, market power, violations

of FERC or CAISO rules, and reporting matters to FERC. Consists of two or more members elected by the CAISO Governing Board.

[CAISO Tariff § 29.38]

EIM Governing Body: this is a five member board nominated by regional stakeholders to give entities throughout the west a voice in

decision-making on EIM matters. Selected by a nominating committee consisting of one representative from the following groups:

EIM Entities; Participating Transmission Owners; Publicly-Owned Utilities; Suppliers and Marketers of Generation and Energy

Service Providers; State Regulators; the EIM Governing Body; the ISO Board of Governors; and Interest or Consumer Advocate

Groups. [Charter for Energy Imbalance Market Governance § 1; Selection Policy for the EIM Governing Body § 3.1]

Market Surveillance Committee: an independent body of industry experts that provides comments, critiques and recommendations

about the ISO market monitoring process and a variety of market issues to the CAISO Chief Executive Officer and the CAISO

Governing Board. Consists of three or more members nominated the CAISO CEO and appointed by the Board. [CAISO Tariff,

Appendix O]

Additional information posted at http://www.caiso.com/informed/Pages/BoardCommittees/Default.aspx.

ISO-NE Board of Directors

Consists of ten members, with the President/CEO serving in a non-voting capacity. [ISO-NE Certificate of Incorporation §§ 7(b) &

7(c)]

NEPOOL Participants Committee (“PC”)

The PC is the main governing committee on NEPOOL matters.

Uses weighted sector voting.

o Stakeholders are organized into six sectors, with the following seats and weightings: (1) Transmission (17.30%); Supplier

(17.30%); End User (17.30%); Alternative Resources (13.50%); Publicly Owned Entity (17.30%); and Generation (17.30%).

Other Committees (also use weighted sector voting as described above).

Markets Committee – the primary focus is market administration and revisions to Market Rules.

Reliability Committee – primary concern is the reliable operation of the New England control area.

Transmission Committee – primary concern is the New England transmission system.

50 of 61


Voting for Major Stakeholder Groups MISO Board of Directors

Consists of nine members, plus the CEO/President. Of the nine Directors, six are to have experience in corporate leadership at the

senior management or Board of Directors level. Of the remaining three, one is to have experience in the operations of electric

transmission systems, one is to have experience in the planning of electric transmission systems, and one is to have experience in

commercial markets and trading and risk management. [Transmission Owners Agreement §§ III.A.1, III.A.2]

Advisory Committee (“AC”)

The AC is the forum for MISO members to keep apprised of MISO’s activities and to provide information and advice to the Board of

Directors on policy matters of concern.

The AC used weighted sector voting.

Stakeholders are organized into ten sectors, with the following seats and weightings: (1) IPP/EWG (12%); (2) Transmission Owners

(12%); (3) TDU (12%); (4) Power Marketers (12%); (5) Public Consumer Advocates (8%); (6) State Regulatory Authorities (16%);

(7) Environmental/Other Stakeholder Groups (8%); (8) Eligible End-Use Customers (12%); (9) Coordinating Members (4%);5 and

(10) Transmission Developers (4%). [MISO Stakeholder Governance Guide at 9]

All votes within a sector are tabulated by weighted percent for, weighted percent against, and number of abstentions. Percent for and

percent against are normalized (for abstentions) for reporting purposes. [MISO Stakeholder Governance Guide at 9]

Other Committees

Each other committee has the discretion to determine its voting eligibility and process as either (1) straight voting (one vote per

eligible Voting Member) or (2) weighted sector voting. The method of voting shall be documented in the committee’s charter.

[MISO Stakeholder Governance Guide at 10]

NYISO Board of Directors

Consists of 10 members. The Board votes to select a Chairperson. The NYISO Board is required to always have three members with

previous experience in the electric industry. [NYISO ISO Agreement §§ 5.01, 5.04, 5.06]

Management Committee (“MC”)

The MC is the main committee that, among other things, supervises and reviews the work of the other committees. [NYISO ISO

Agreement § 7.02(a)]

Uses weighted sector voting. [NYISO ISO Agreement § 7.04]

Stakeholders are organized into five sectors, with the followings seats and weightings: (1) Generator Owners (21.5%); (2) Other

Suppliers (21.5%); (3) Transmission Owners (20%); (4) End-Use Consumer Sector (20%); and the Public Power/Environmental

Parties (17%). [NYISO ISO Agreement § 7.06(a)]

In order for there to be Committee Action, the sum of affirmative votes necessary must be at least 58% of the total votes cast.

[NYISO ISO Agreement § 7.10(b)]

Other Committees (use same weighted sector voting as Management Committee)

Operating Committee: responsibilities include, among other things, reliability of the New York power system and determination of

minimum system Operating Reserves [NYISO ISO Agreement § 8.03]

5 A Coordinating Member is a member that is not subject to FERC’s jurisdiction, but participates in MISO through the execution of a coordination

agreement that includes provisions for the elimination of rate pancaking. MISO Tariff § 1.C.

51 of 61


Voting for Major Stakeholder Groups Business Issues Committee: responsibilities include, among other things, establishment of procedures related to the efficient and non-

discriminatory operation of the NYISO electricity markets [NYISO ISO Agreement § 9.02]

PJM Board of Directors: nine voting members, with PJM President as a 10th, non-voting member; elected by the Members Committee.

[Operating Agreement § 7.1]

Finance Committee: two member elected from each sector of the Members Committee. [Operation Agreement § 7.5.1]

Members Committee: the Members Committee consists of a Senior Standing Committee,6 composed of the following five sectors:

Generation Owners; Other Suppliers; Transmission Owners; Electric Distributors; and End-Use Customers, provided that there are at

least five Members in each Sector. Each Voting Member shall have one vote, except that Members in a group of Related Parties shall

each be entitled to a vote, provided that all the Members in a group of Related Parties that chooses to exercise such rights shall be

assigned to the Electric Distributor sector. [Operating Agreement §§ 8.1.1 & 8.1.2]7

Each Member may appoint one representative and three alternatives to the Standing Committees in PJM. FERC, any other federal

agency with regulatory authority over a Member and State electric utility regulatory commission with regulatory jurisdiction within

PJM, may nominate one representative to serve as an ex officio non-voting member on each of the standing committees. Each State

Consumer Advocate may nominate one representative to serve as an ex officio member on each of the Standing Committees, with one

representative being able to vote. [Operating Agreement §§ 8.2.1 - 8.2.3]

In a Senior Standing Committee, each Sector shall be entitled to cast one (1.00) Sector Vote, which each Voting Member entitled to

cast one non-divisible vote in its sector. [Operating Agreement § 8.4]

Markets and Reliability Committee: voting on the Markets and Reliability Committee shall be by sectors. [Operating Agreement

§ 8.6.1]

6 The Senior Standing Committees consist of the Members Committee, and the Markets and Reliability Committee. Operating Agreement, Definitions S-

T.

7 A Voting Member is a Member as to which no other Member is an Affiliate or Related Party, or a Member together with any other Members as to which

it is an Affiliate or Related Party. Operating Agreement, Definitions U-Z. Related Parties are generation and transmission cooperatives and their

members, or joint municipal agencies and their members. Operating Agreement, Definitions Q-R.

52 of 61



Waiver of Annual Membership Fee for Public Interest Groups

Background Per Section 8.2 of the SPP Bylaws, legitimate public interest groups (e.g., consumer advocates, environmental groups, or citizen participation groups) may seek a waiver of the annual membership fee. The request for waiver must be directed to the President in writing 90 days in advance of the start of each fiscal year. As a result of the recent FERC Order eliminating SPP’s membership exit fee for non-transmission owners, SPP has received an increased level of interest in membership from public interest groups. No public interest group has previously requested waiver of the annual membership fee.

Analysis While various FERC Orders refer to “public interest organizations (e.g., consumer advocates, environmental groups and citizen participation)” research of FERC precedent is inconclusive as to the nature of “legitimate” public interest groups. In contrast with other interest groups (e.g., trade associations or lobbying groups), public interest groups, in general, do not expect to profit directly from the policy changes they seek. No public interest group has previously requested waiver of the annual membership fee. Upon evaluation of the SPP Bylaws, the Corporate Governance Committee proposes to establish a formal process for legitimate public interest groups who desire to join SPP and seek a waiver of the annual membership fee. In support, Staff has attached an overview of the recommended process for legitimate public interest groups.

Recommendation Establishment of a process for legitimate public interest groups who desire to join SPP and seek a waiver of the annual membership fee.

Action Requested: Approve Recommendation

53 of 61

Request for Waiver of Annual Membership Fee*

Any legitimate public interest group (“Applicant”) seeking a waiver of the annual membership fee must provide information described in Step 1. The process will follow the steps outlined below.

Step 1:

Submit a written request to the President through the Corporate Secretary no later than 90 days in advance of the start of each fiscal year. The SPP fiscal year coincides with the calendar year.

Requests for waiver of the annual membership fee should include corporate information that demonstrates that the Applicant is a “legitimate public interest group[s] (e.g., consumer advocates, environmental groups, or citizen participation groups).” These document could include, but not limited to:

a. Articles of Incorporation or similar documents;

b. Tax exempt status or similar documents;

c. Most recent IRS Form 990 or similar documents; and/or

d. Additional information demonstrating the organization purposes.

Step 2:

Upon receipt of the Applicant’s request for waiver of the annual membership fee, SPP Staff shall review the request and provide a recommendation as to whether such a waiver should be granted for the Corporate Governance Committee prior to the start of the next fiscal year. Staff’s recommendation can be to waive the annual membership fee in whole, in part or to deny the request.

Step 3:

The CGC should vote on the Application.

Step 4:

In accordance with Section 3.10 of the SPP Bylaws, an SPP Member may, upon written request to the Corporate Secretary, appeal and submit an alternate recommendation to the Board of Directors prior to the next regularly scheduled Board of Directors meeting following the Corporate Governance Committee’s action or inaction.

* Current Members or prospective members can make a request for the waiver of SPP membership fees.

54 of 61

Sectors in RTOsGeneration Owners / Marketers x x x x x x x

Transmission Owners / ITCs x x x x x x

Distribution x x x

End-Use Customers / Consumers x x x x x

Other Suppliers x x x

Cooperatives x x

Investor-Owned Utilities x x

Municipalities / Public Power / Government Agencies x x x x x

State Government / Government Agencies x x

Federal Government / Government Agencies x

Retail Customers (Large or Small) x

Alternative Power / Public Interest / Environmental x x x x

Coordination Members / Scheduling Coordinators x x

Competitive Transmission Developers x

Non-Voting x

Energy Imbalance Market Entity x

Distributed Energy Resource Provider x

Demand Response & Load x

Dynamic Transfers x

Storage x

Metered Subsystems x

55 of 61

SouthwestPowerPool SPPorg southwest-power-poolHelping our members work together to keep the lights on... today and in the future.

STRATEGIC PLANNING COMMITTEE REPRESENTATIONDECEMBER 13, 2019

56 of 61

2

Strategic Planning Committee

Representative Company Sector/Position Term Expires

Larry Altenbaumer SPP Board Chair N/A

Jim Eckelberger SPP Board Board Representative N/A

Harry Skilton SPP Board Board Representative N/A

Traci Bender Nebraska Public Power District Transmission Owner 2023

Les Evans Kansas Electric Power Cooperative Transmission Using 2023

Bill Grant Southwestern Public Service/Xcel Energy Transmission Owner 2020

Dennis Florom Lincoln Electric System Transmission Using 2020

John Olsen Westar Energy, Inc. Transmission Owner 2020

Rob Janssen Dogwood Energy Transmission Using 2020

Tom Christensen Basin Electric Power Cooperative Transmission Owner 2022

Ray Wahle Missouri River Energy Services Transmission Using 2022

Richard Ross Swepco Transmission Owner 2022

Mike Wise Golden Spread Electric Cooperative Transmission Using 2022

Current representation is based on equal TO/TU representation.

57 of 61

3

SPC Sector Breakdown (Current)

SPC Straw Proposal Breakdown

Members Committee Breakdown (Comparison)

Board Members 3 3 n/a

Investor Owned Utility 3 2 6

Cooperative 3 2 5

Independent Power Producer/Marketer 1 2 3

State Agency 1 1 2

Municipal 2 1 2

Federal n/a 1 1

Independent Transmission Company n/a 1 1

Large Retail or Public Interest/Alternative Power or Small Retail n/a 1 1

TOTAL 13 14 21

58 of 61


Organizational Group Scope Statement

December 13, 2019

Purpose The Corporate Governance Committee is responsible for the overall governance structure, including nominations, for the company in accordance with its scope as approved by the Board of Directors.

Scope of Activities

a) Seek input from the Board of Directors and/or the Members Committee as to the skills needed to fill any vacancy under consideration;

b) In the event of a vacancy or the replacement of an existing director, the CGC

will use an independent executive search firm, unless otherwise agreed by the CGC, to provide candidates for consideration to the Membership for election to the Board of Directors; [note: This section was modified by the CGC on 12/13/19]

c) In the event of a vacancy or the replacement of an existing Members

Committee representative, provide candidates for consideration to the Membership for election to the Members Committee;

d) Fill vacancies for Organizational Groups in accordance with the Bylaws;

e) Monitor the composition of the Board of Directors to ensure balance,

independence, maintenance of qualifications under any applicable laws, avoidance of conflicts of interest, and periodic review of the criteria for independence set out in the Bylaws and appropriate regulatory bodies, recommending changes, as appropriate;

f) Recommend to the Board of Directors the appointment of Organizational

Group representatives and leadership except for the Corporate Governance Committee, whose representatives are elected by Members in each category; the Members Committee, whose representatives are elected by the Membership, and the Markets and Operations Policy Committee, whose representatives are appointed by the Members;

59 of 61

g) Develop criteria governing the overall composition of the Board of Directors for recommendation to the Membership;

h) Coordinate an annual review and assessment of the effectiveness of the Board

of Directors, its structure, and process;

i) Review annually the structure of the Organizational Groups, and together with the Organizational Group Chairs, the charters of each Organizational Group, and recommend changes to the Board of Directors, as appropriate;

j) Review the self-assessments of the Organizational Groups to assure that they

are being done on a consistent basis;

k) Develop recommendations for the Board of Directors regarding a Chair/Vice Chair succession policy;

l) Recommend compensation levels for the Board of Directors to the Membership;

m) Complete a self-assessment annually to determine how effectively the CGC is

meeting its responsibilities; and

n) Have on-boarding training and education for new CGC members; and

n)o) Perform such other functions as the Board of Directors may delegate or direct.

Representation To the extent that the membership allows, the CGC shall be comprised of eleven members. One representative shall be the President of SPP who will serve as the Chair; one representative shall be the Chairman of the Board, unless his/her position is under consideration, in which case the Vice Chairman of the Board; one representative shall be representative of and selected by investor owned utilities Members; one representative shall be representative of and selected by co-operatives Members; one representative shall be representative of and selected by municipals Members; one representative shall be representative of and selected by independent power producers/marketers Members; one representative shall be representative of and

60 of 61

selected by state power agencies Members; one representative shall be representative of and selected by alternative power/public interest Members; one representative shall be from an independent transmission company Member, defined as having assets under the OATT and no Affiliate Relationships in other categories of Membership; one representative shall be representative of and selected by large/small retail Members; and one representative shall be representative of and selected by a Federal Power Marketing Agency Member(s).

Reporting The Corporate Governance Committee reports directly to the Board of Directors.

61 of 61

Southwest Power Pool, Inc. CORPORATE GOVERNANCE … materials 20200220_pgd.… · Electric Power...

Documents

Transcript of Southwest Power Pool, Inc. CORPORATE GOVERNANCE … materials 20200220_pgd.… · Electric Power...