MEETING AGENDA. MRO Board of Directors-Only Annual Meeting. November 30, :45 pm 2:15 pm

Transcription

1 MEETING AGENDA MRO Board of Directors-Only Annual Meeting November 30, :45 pm 2:15 pm MRO Corporate Offices, King Conference Center St. Paul, MN St. Peter Street #800 Saint Paul, MN P F W. MidwestReliability.org

2 NOTICE REQUIREMENTS-MRO Annual Board of Directors-Only Meeting NOTICE REQUIREMENTS Pursuant to the Midwest Reliability Organization s ( MRO ) Bylaws, section 7.7, the Secretary is required to publish the schedule of regular board meetings to all members. This meeting is a regularly scheduled meeting of the Midwest Reliability Organization Board of Directors. Notice of this meeting was proper and the date was made available to all members in 2016 by posting the 2017 regularly scheduled board meeting dates on MRO s website calendar at: The location, precise time of the meeting, and draft agenda of items to be discussed was properly noticed to members on October 31, 2017, 30 days prior to the scheduled meeting, and was published on the MRO website at:

3 VIDEO AND AUDIO RECORDING - MRO Annual Board of Directors-Only Meeting Thursday, November 30, 2017 VIDEO AND AUDIO RECORDING Please note that Midwest Reliability Organization (MRO) may make a video and/or an audio recording of this board of directors meeting for the purposes of making this information available to board members, members, stakeholders and the general public who are unable to attend the meeting in person. By attending this meeting, I grant MRO: 1. Permission to video and/or audio record the board meeting including me; and 2. The right to edit, use, and publish the video and/or audio recording. 3. I understand that neither I nor my employer has any right to be compensated in connection with the video and/or audio recording or the granting of this consent.

4 MEETING AGENDA - MRO Annual Board of Directors-Only Meeting Thursday, November 30, 2017 MEETING AGENDA MRO Annual Board of Directors-Only Meeting Thursday, November 30, :45 p.m. to 2:15 p.m. Central MRO Corporate Offices, King Conference Center, St. Paul, MN AGENDA ITEM BOARD ACTION TIME 1 Call to Order and Introductions Richard Doying, Chair 1:45 p.m. 2 Determination of Quorum and Standards of Conduct and Anti- Trust Guidelines Miggie Cramblit, Vice President General Counsel, Corporate Secretary and Director External Affairs 3 Chair and Vice Chair Election Dan Skaar, President and CEO 4 MRO Board Appointments Richard Doying, Chair 5 Other Business a. Review and Approve Future Meeting Dates Information Discussion Discussion Action Item 1:50 p.m. 1:55 p.m. 2:05 p.m. 6 Adjourn 2:15 p.m.

5 AGENDA 1-Call to Order and Introductions AGENDA 1 Call to Order and Introductions Richard Doying, Board Chair Highly effective and reliable board members: 1. Support the MRO mission and its values and understand the role of the board. 2. Attend at least 75% of regular and special board meetings and other events requiring board participation. 3. Are objective decision makers and avoid participation in board issues which are self-serving or may be perceived as a conflict of interest. 4. Read the materials before board meetings and come prepared with questions. 5. Advocate why MRO is important and why it needs our support. 6. Take leadership roles by chairing a committee and knowing what the committee s responsibilities are, and initiate, as necessary. 7. Respect the different roles of staff and the board. 8. Collaborate and cooperate with other board members.

6 AGENDA 2-Determination of Quorum and Standards of Conduct and Anti-Trust Guidelines AGENDA 2 Determination of Quorum and Standards of Conduct and Anti-Trust Guidelines Miggie Cramblit, Vice President General Counsel, Corporate Secretary and Director External Affairs Please welcome our new director! 2018 Board of Directors Roster Name Sector Company Term Brad Cox Generator and/or Power Marketer Tenaska Power Services Co. December 2019 Chris Fleege Investor Owned Utility <3,000 MW Minnesota Power December 2020 Doug Johnson Transmission System American Transmission Operator Company December 2020 Gordon Pietsch Cooperative Great River Energy December 2018 Iqbal Dhami Canadian Utility Saskatchewan Power December 2020 Jeffrey Gust Investor Owned Utility MidAmerican Energy >3,000 MW Company December 2019 JoAnn Thompson Investor Owned Utility <3,000 MW Otter Tail Power Company December 2019 Joseph McGovern Investor Owned Utility >3,000 MW Alliant Energy December 2019 Krista Tanner Transmission System Operator ITC Holdings December 2020 Larry Koshire Municipal Utility Sector Rochester Public Utilities December 2020 Micheline Casey Independent Director December 2020 Dr. Paul Barber Independent Director December 2018 Ray Wahle Municipal Utility Sector Missouri River Energy Services December 2019 Midwest Independent Richard Doying, Transmission System Transmission System Chair Operator Operator December 2018 Silvia Parada Mitchell, Vice Chair Teresa Mogensen Thomas Kent Tony Clark Lloyd Linke Generator and/or Power Marketer Investor Owned Utility >3,000 MW Cooperative NextEra Energy December 2018 Xcel Energy December 2020 Nebraska Public Power District December 2019 Canadian Utility Manitoba Hydro December 2018 Federal Power Marketing Agency Western Area Power Administration December 2018

7 AGENDA 2- Determination of Quorum and Standards of Conduct and Anti-Trust Guidelines Standards of Conduct Reminder: Standards of Conduct prohibit MRO staff, committee, subcommittee, and task force members from sharing non-public transmission sensitive information with anyone who is either an affiliate merchant or could be a conduit of information to an affiliate merchant. Anti-trust Reminder: Participants in Midwest Reliability Organization meeting activities must refrain from the following when acting in their capacity as participants in Midwest Reliability Organization activities (i.e. meetings, conference calls, and informal discussions): Discussions involving pricing information; and Discussions of a participants marketing strategies; and Discussions regarding how customers and geographical areas are to be divided among competitors; and Discussions concerning the exclusion of competitors from markets; and Discussions concerning boycotting or group refusals to deal with competitors, vendors, or suppliers.

8 AGENDA 3-Chair and Vice Chair Elections AGENDA 3 Chair and Vice Chair Elections Daniel Skaar, President and CEO Date: November 16, 2017 To: From: Subject: Action: MRO Board of Directors Dan Skaar, President and CEO Chair and Vice Chair Elections Elect the 2018 Board Chair and Vice Chair Dear Board Members: Pursuant to the MRO Bylaws, Article 7, Section 7.7, the MRO Board of Directors shall convene in an annual meeting immediately following the annual member meeting to elect a board chair and vice chair. In December 2012, the board agreed that a one-year term for the board chair and vice chair was appropriate, but hoped the candidates for these positions would understand it is the board s desire and expectation that two terms would be served. Current board chair Richard Doying (MISO) and vice chair Silvia Parada Mitchell (NextEra Energy) have each completed two years in their respective positions. MRO staff would like to thank Richard for his leadership and support as chair over the past two years. As vice chair, Silvia Parada Mitchell has indicated she is willing to continue leading the board as chair in The president, chair, and vice chair will have a recommendation and nomination for vice chair at the meeting. The board will need to vote to elect the board chair and vice chair for 2018.

9 AGENDA 4-MRO Board Appointments Date: November 16, 2017 AGENDA 4 MRO Board Appointments Richard Doying, Chair To: From: Subject: Action: MRO Board of Directors Richard Doying, Chair MRO Board Appointments Appoint 2018 MRO Board Members Dear Board Members: Below is the current roster for board committee membership. Staff has been contacting board members regarding the expiring positions to gauge interest for continued service. The expiring seats will be discussed and committee appointments will be made at the meeting MRO Board Roster Member Company Sector Term Finance and Audit Silvia Parada Mitchell, CHAIR NextEra Energy GPM 12/31/2017 Finance and Audit Teresa Mogensen Xcel Energy >IOU 12/31/2017 Finance and Audit Chris Fleege Minnesota Power <IOU 12/31/2018 Finance and Audit Larry Koshire Rochester Public Utilities MU 12/31/2018 Finance and Audit Nebraska Public Power Thomas Kent District COOP 12/31/2018 Governance and Personnel Brad Cox Tenaska Power Services Co GPM 12/31/2017 Governance and Personnel Jeff Gust MidAmerican Energy Co >IOU 12/31/2017 Governance and Personnel Tom Vitez, CHAIR ITC Holdings GPM 12/31/2018 Governance and Personnel Dr. Paul Barber (filled an open position, this appointment requires board approval) Independent Director 12/31/2018

10 AGENDA 4- MRO Board Appointments 2017 MRO Board Roster Member Company Sector Term Governance and Personnel Micheline Casey Independent Director 12/31/2018 Hearing Body Tony Clark Manitoba Hydro CAN 12/31/2017 Hearing Body Doug Johnson American Transmission Company TSO 12/31/2017 Hearing Body Open 12/31/2018 Hearing Body Open 12/31/2018 Hearing Body JoAnn Thompson Otter Tail Power Company <IOU 12/31/2018 Hearing Body Alternate Hearing Body Alternate Hearing Body Alternate Hearing Body Alternate Dispute Resolution Dispute Resolution Dispute Resolution Dispute Resolution Dispute Resolution Tom Vitez ITC Holdings TSO N/A Ray Wahle Missouri River Energy Services MUN Iqbal Dhami SaskPower CAN N/A Joe McGovern Alliant Energy >IOU N/A Gordon Pietsch Great River Energy COOP 12/31/2017 Chris Fleege Minnesota Power <IOU 12/31/2017 Open 12/31/2017 Tony Clark CHAIR N/A Manitoba Hydro CAN 12/31/2017 Micheline Casey Independent Director 12/31/2017

11 AGENDA 5 - Other Business Date: November 16, 2017 AGENDA 5 Other Business Jessica Mitchell, Assistant Corporate Secretary To: From: Subject: Action: MRO Board of Directors Jessica Mitchell, Assistant Corporate Secretary MRO 2017 and 2018 Board Meeting Dates Approve Future Meeting Dates Dear Board Members: 2018 Board Meeting Dates Below for your reference are 2018 meeting dates already approved by the board: April 4-5, 2018 June 20-21, 2018 October 3-4, 2018 November 28-29, 2018 In addition to the above, the following 2018 meeting dates are included for board consideration and approval at this meeting: February 15, 2018 at 10:00 a.m. (Strategic Plan Update Teleconference) April 20, 2018 at 7:30 a.m. (Business Plan and Budget Review Teleconference) 2019 Board Meeting Dates Staff reviewed other industry calendars and obtained board member feedback on potential conflicts to the dates proposed to the board in September Where conflicts were identified, staff has provided an alternate date. Please review your respective calendars and be prepared to discuss the following proposed meeting dates: February 20-21, 2019 (Strategic Planning Session) March OR April 3-4, 2019 June 19-20, 2019 (Because of the timing of the business plan and budget approvals, this meeting cannot be rescheduled) September 18-19, 2019 (This date is revised from what was previously suggested because of several board member conflicts. The original date was September 11-12, 2019) November OR December 4-5, 2019

12 AGENDA 6- Adjourn AGENDA 6 Adjourn