Draft Minutes Corporate Governance and Human Resources Committee

Transcription

1 Draft Minutes Corporate Governance and Human Resources Committee Conference Call Chair Janice Case convened a duly noticed open conference call meeting of the Corporate Governance and Human Resources Committee of the North American Electric Reliability Corporation on at 2 p.m. Eastern time, and a quorum was declared present. The agenda is attached as Exhibit A. Present on the call in addition to Chair Case were trustees Vicky Bailey, David Goulding, Jan Schori, Tom Berry, John Anderson, Ken Peterson, Bruce Scherr, Fred Gorbet, Jim Goodrich, Paul Barber, and Gerry Cauley. NERC staff members present were David Cook, Julie Morgan, Mike Walker, and Susan Turpen. Additional attendees are attached as Exhibit B. Antitrust Compliance Guidelines David Cook, senior vice president and general counsel, directed the participants attention to the NERC Antitrust Compliance Guidelines. Minutes The committee approved the May 11, 2010 meeting minutes. Third Quarter Calendar of CGHRC Activities a. Review criteria governing the overall composition of the board for recommendation to the board Chair Case led a discussion on a proposed NERC Board of Trustees Chair and Vice Chair Selection and Succession Strawman. The committee members agreed to provide additional input directly to Chair Case for consideration. The committee will present a proposal to the Board of Trustees in February Village Blvd. Princeton, NJ

2 b. Review of Sarbanes-Oxley requirements Mr. Cook reported NERC had not received any complaints under its whistleblower policy and that NERC has litigation-hold procedures in place as appropriate. c. Coordinate an annual effectiveness evaluation of the board, its structure, and process Comments received on MRC Assessment of Board Effectiveness Survey Chair Case provided an update on the MRC Assessment of Board of Trustees Effectiveness survey and the committee discussed the comments received. Mr. Cook will submit a revised draft to the CGHRC and Member Representatives Committee for a final review. On-line Trustee assessment tool/process Mr. Cook provided an update on the on-line Trustee assessment tool and process, noting responses will be submitted anonymously and a third-party administrator will provide a consolidated report to the CGHRC. Final selection of the tool and details on the process will be provided during the next conference call on October 27, Consider Formation of a Board of Trustees Standards Committee Gerry Cauley, president and CEO, discussed the possible formation of a Board of Trustees Standards Committee. Mr. Cauley observed that the March 18, 2010 orders by the Federal Energy Regulatory Commission (FERC) and the July 6, 2010 FERC technical conference on reliability standards development provided an opportunity to reflect on the question whether there is sufficient oversight and direction from the Board of Trustees in the area of reliability standards development. Regulatory mandates, identification of significant risks to bulk power system reliability, and emerging issues and technologies often dictate action by the ERO. In some cases failing to deliver critical results in a timely fashion could undermine the credibility of the ERO and jeopardize the overall effectiveness and reputation of the ERO. After considerable discussion, the committee requested Mr. Cauley to formulate a draft scope of responsibilities prior to discussing the issue with the MRC at its August meeting. Mr. Cauley will provide an update to the CGHRC during its conference call in October. Board of Trustees Compensation Model and Proposed 2011 Levels Chair Case presented the Board of Trustees Compensation Model and Proposed 2011 Levels to the committee, and requested recommendation to the board for approval at its August 5 meeting. On motion by Mr. Goulding, the committee approved recommending Corporate Governance and Human Resources Committee Draft Minutes 2

3 board approval of the new compensation model effective January 1, 2011, and that the initial levels of compensation be as follows: Level 1: $ 75,000 Level 2: $ 85,000 Level 3: $ 95,000 Level 4: $110,000 Form 990 Review of Corporate Governance Aspects Mr. Cook reviewed the governance aspects of the Form 990 with the committee. The draft Form 990 was distributed to the entire Board of Trustees, in keeping with established policy. Corporate Goals Progress Report Mr. Cauley reviewed NERC s performance through June 30, 2010, noting NERC is tracking fairly well as a whole and certain areas that are lagging are due to timing issues. Mr. Cauley will provide an updated report during the October conference call. Human Resources Report Ms. Morgan provided a report on recruiting and recent hires, noting seven vacancies had been filled since the last CGHRC meeting, which brings the 2010 vacancies down to eight. Adjournment There being no further business, Chair Case adjourned the meeting at 3:30 p.m. Submitted by, David N. Cook Secretary Corporate Governance and Human Resources Committee Draft Minutes 3

4 Agenda Corporate Governance and Human Resources Committee 2:00 3:00 p.m. EDT Dial-In: No Code Needed Introductions and Announcements Janice Case, Chair Antitrust Compliance Guidelines *1. Minutes Approve a. May 11, 2010 *2. Third Quarter Calendar of CGHRC Activities (David Cook) a. Review criteria governing the overall composition of the board for recommendation to the board NERC Board of Trustees Chair and Vice Chair Selection and Succession Strawman Discuss b. Annual Sarbanes-Oxley compliance review Review NERC has received no complaints under its whistleblower policy NERC continues to maintain the policy to preserve all documents and other materials related to the 2003 blackout investigation c. Coordinate an annual effectiveness evaluation of the board, its structure, and process Comments received on MRC Assessment of Board Effectiveness Survey Review On-line Trustee assessment tool/process Status *3. Consider Formation of a Board of Trustees Standards Committee Discuss (Gerry Cauley) *4. Board of Trustees Compensation Model and Proposed 2011 Levels Recommend Approval (Chair Case) 5. Form 990 Review of Corporate Governance Aspects (David Cook) Form 990 distributed separately to entire Board of Trustees 6. Corporate Goals Progress Report Review (Gerry Cauley) *7. Human Resources Report Informational *8. Other Business a. Future meetings *Background material included Village Blvd. Princeton, NJ

5 First Name Last Name Corporate Governance & Human Resources Conference Call Reservation Number: Reservation Date/Time: :30 ET Chair Person: Janice Case Total Number of Lines: 22 Company Name: N AMER ELECTRIC RELIABILITY CORP Company 7 Ron Ciesiel Southwest Power Pool 8 Stacy Dochoda S P P 9 David Dworzak E E I 13 Dale Landgren American Transmission Co 14 Barry Lawson N E R C 15 Tina McClellan N/A 16 Rebecca Michael N E R C 17 Ken Peterson N/A 18 Steve Rueckert W E C C 21 Herb Schrayshue N E R C 22 * Ed Tymofichuk Manitoba Hydro