2023-05-15T13:30:03-05:00 2022-12-31 420714325 RSM US LLP 1861 INTERNATIONAL DRIVE SUITE 400 MCLEAN VA 22102 990 2022-01-01 204821888 NORTH AMERICAN ELECTRIC RELIABILITY CORP NORT 4044462560 3353 PEACHTREE RD NE ATLANTA GA 303261063 ANDREW G SHARP VP AND CHIEF FINANCIAL OFFICER 4044469732 2023-05-15 1 ANDREW SHARP 999009999 1 FREDERICK LONGWOOD P00439715 7033366400 2023-05-15 3 AAL1 IAL1 2022 2023-04-26 12:10:37Z JAMES B ROBB 3353 PEACHTREE RD NE ATLANTA GA 303261063 90454558 0 X WWW.NERC.COM X 2006 NJ ASSURE THE EFFECTIVE, EFFICIENT REDUCTION OF RISKS TO THE RELIABILITY & SECURITY OF ELECTRIC GRID. 12 11 251 2300 0 0 0 0 81715023 89935397 5024 447243 62855 71918 81782902 90454558 11500 17000 0 0 49304367 51555781 0 0 0 33099711 35642510 82415578 87215291 -632676 3239267 65227333 85601048 40388589 58139458 24838744 27461590 THE NORTH AMERICAN ELECTRIC RELIABILITY CORPORATION (NERC) IS A NOT-FOR-PROFIT INTERNATIONAL REGULATORY AUTHORITY WHOSE MISSION IS TO ASSURE THE EFFECTIVE AND EFFICIENT REDUCTION OF RISKS TO THE RELIABILITY AND SECURITY OF THE GRID. 0 0 SITUATION AWARENESS AND INFRASTRUCTURE SECURITY: THIS ACTIVITY INCLUDES THE MONITORING OF THE CONDITIONS OF THE BULK POWER SYSTEM AND PROVIDING LEADERSHIP COORDINATION, TECHNICAL EXPERTISE, AND ASSISTANCE TO THE INDUSTRY IN RESPONDING TO EVENTS AS NECESSARY, AS WELL AS ASSISTING IN THE DEVELOPMENT OF TOOLS AND OTHER SUPPORT SERVICES FOR THE BENEFIT OF RELIABILITY COORDINATORS AND OTHER SYSTEM OPERATORS TO ENHANCE RELIABILITY, OPERATIONS, AND PLANNING. ALSO INCLUDES THE COORDINATION OF ELECTRIC INDUSTRY ACTIVITIES TO PROMOTE CRITICAL INFRASTRUCTURE PROTECTION OF THE BULK POWER SYSTEM IN NORTH AMERICA BY TAKING A LEADERSHIP ROLE SO AS TO REDUCE VULNERABILITY AND IMPROVE MITIGATION AND PROTECTION OF THE ELECTRICITY SECTOR'S CRITICAL INFRASTRUCTURE. COMPLIANCE ENFORCEMENT: THIS ACTIVITY INCLUDES THE PROCESS USED TO ASSESS, INVESTIGATE, EVALUATE, AND AUDIT IN ORDER TO MEASURE COMPLIANCE WITH NERC RELIABILITY STANDARDS THAT ARE DEVELOPED, ADOPTED, AND APPROVED THROUGH THE RELIABILITY STANDARDS DEVELOPMENT PROGRAM AND PLACED INTO EFFECT PURSUANT TO FERC ORDERS OR TO APPLICABLE AUTHORITIES IN OTHER NORTH AMERICAN JURISDICTIONS. RELIABILITY ASSESSMENT AND PERFORMANCE ANALYSIS: THIS ACTIVITY INCLUDES THE ANALYSIS AND REPORTING ON THE RELIABILITY AND ADEQUACY OF THE NORTH AMERICAN BULK POWER SYSTEM, ANALYSIS OF OFF-NORMAL EVENTS, IDENTIFICATION OF ROOT CAUSES OF EVENTS, ASSESSMENT OF PAST RELIABILITY PERFORMANCE FOR LESSONS LEARNED, DISSEMINATION OF FINDINGS AND LESSONS LEARNED TO THE ELECTRIC INDUSTRY TO IMPROVE RELIABILITY PERFORMANCE, AND DEVELOPMENT OF RELIABILITY PERFORMANCE BENCHMARKS. 0 0 0 1 0 0 0 0 0 1 0 0 0 1 1 1 0 0 0 1 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 68 0 1 251 1 0 0 0 0 0 0 1 0 X 12 11 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 GA X ANDREW G SHARP 4044462560 3353 PEACHTREE RD NE ATLANTA GA 303261063 JAMES B ROBB PRESIDENT AND CEO 50.00 0.00 X X 995630 0 221729 KEN DEFONTES CHAIRMAN 13.00 X 175000 0 0 GEORGE HAWKINS VICE-CHAIR 10.00 X 137500 0 0 BOB CLARKE TRUSTEE 10.00 X 137500 0 0 ROB MANNING TRUSTEE 10.00 X 137500 0 0 ROY THILLY TRUSTEE 13.00 X 132500 0 0 COLLEEN SIDFORD TRUSTEE 14.00 X 137500 0 0 SUZANNE KEENAN TRUSTEE 8.00 X 137500 0 0 JIM PIRO TRUSTEE 10.00 X 137500 0 0 JANE ALLEN TRUSTEE 8.00 X 137500 0 0 LARRY IRVING TRUSTEE 7.00 X 127500 0 0 SUE KELLY TRUSTEE 13.00 X 132500 0 0 MANUEL J CANCEL SVP & CEO OF THE E-ISAC 50.00 0.00 X 666223 0 116893 STAN HOPTROFF VP, BUSINESS TECHNOLOGY 54.00 0.00 X 551594 0 68253 MARK G LAUBY SVP AND CHIEF ENGINEER 57.00 0.00 X 593614 0 118589 SONIA C RAMOS DA ROCHA SVP, GC & CORP. SEC. 50.00 0.00 X 542759 0 114903 JANET L SENA SVP, EXTERNAL AFFAIRS 50.00 0.00 X 480129 0 68849 KELLY HANSON SVP AND CAO 50.00 0.00 X 515208 0 101692 ANDREW G SHARP VP AND CFO 50.00 0.00 X 328609 0 87343 HOWARD GUGEL VP, ENGIN & STNDRDS 50.00 0.00 X 333439 0 87323 MECHELLE THOMAS VP, COMPLIANCE 35.00 0.00 X 314135 0 83960 KIMBERLY MIELCAREK VP, EXTERNAL AFFAIRS 55.00 X 291620 0 46139 BRYAN PRESTON VP, PEOPLE AND CULTURE 50.00 X 271443 0 66083 EDWIN KICHLINE SENIOR COUNSEL (THRU 11/22) 40.00 0.00 X 325350 0 36355 STUART ELSTEIN ASSOCIATE GENERAL COUNSEL 40.00 0.00 X 309619 0 55030 ERIC T HARTUNG DIRECTOR OF PERFORMANCE MANAGEMENT 50.00 0.00 X 300123 0 32097 NINA JENKINS-JOHNSTON ASSISTANT GENERAL COUNSEL 48.00 0.00 X 287002 0 76187 FRANK HIRST III DIRECTOR OF LEGISLATIVE AND REGULATORY AFFAIRS 45.00 0.00 X 279101 0 69872 MICHAEL WALKER FORMER CHIEF OF E-ISAC 0.00 0.00 X 109765 0 887 9025363 0 1452184 182 1 1 0 BATTELLE PACIFIC NORTHWEST DIVISION PO BOX 84262 SEATTLE WA 981245562 CRISP DATA SHARING 5284540 AGILE RESOURCES INC PO BOX 645425 PITTSBURGH PA 152645425 CONTRACTOR AGENCY 2184443 ERNST AND YOUNG PO BOX 933514 ATLANTA GA 311933514 CONSULTANT 1200903 BWISE INTERNAL CONTROL INC PO BOX 782108 PHILADELPHIA PA 191782108 TECHNOLOGY CONSULTANT 825695 ALTA IT SERVICES LLC PO BOX 645425 PITTSBURGH PA 152645425 CONTRACTOR AGENCY 774769 25 ASSESSMENTS 900099 78387280 78387280 THIRD-PARTY FUNDING 900099 8702463 8702463 TESTING FEES 900099 1895874 1895874 PENALTY SANCTIONS 900099 735000 735000 SERVICE AND SOFTWARE 900099 214780 214780 89935397 447243 447243 MISCELLANEOUS 900099 71918 71918 71918 90454558 90007315 0 447243 X 17000 8650661 32963177 2556534 4975980 2409429 297419 154116 10036216 2248230 12668147 3133877 1114478 789484 58499 4353345 716117 OTHER EXPENSES 72329 EXCISE TAXES & LICENSES 253 87215291 29058217 32942659 8471776 10117787 4503002 5223972 5376826 5453740 50876490 22535229 13841664 28341261 3975848 3521629 65227333 85601048 11562781 12971283 20230293 20116485 2149483 1383224 6446032 23668466 40388589 58139458 X 24838744 27461590 24838744 27461590 65227333 85601048 X 3239267 -616421 X 0 1 X 1 0 0 0 1 78387280 0 -56934 -56934 20000 -76934 796288 744798 51490 31183687 19986749 11196938 18896515 1803682 17092833 28341261 DEFERRED COMPENSATION 3144681 INSURANCE RESERVE 500000 ACCRUED RETIREMENT LIABILITIES 112681 LEASE LIABILITY 19911104 23668466 X 90454558 0 90454558 0 90454558 87831712 616421 616421 87215291 0 87215291 PART X, LINE 2: THE CORPORATION HAS RECEIVED A DETERMINATION LETTER FROM THE INTERNAL REVENUE SERVICE ("IRS") CONCLUDING THAT IT IS EXEMPT FROM FEDERAL INCOME TAXES UNDER SECTION 501(C)(6) OF THE IRC. THE CORPORATION IS SUBJECT TO A PROXY TAX RELATED TO NONDEDUCTIBLE LOBBYING AND POLITICAL EXPENSES INCURRED. THERE WAS NO PROXY TAX INCURRED IN 2022. THE CORPORATION RECOGNIZES THE TAX BENEFIT FROM AN UNCERTAIN TAX POSITION ONLY IF IT IS MORE LIKELY THAN NOT THAT THE TAX POSITION WILL BE SUSTAINED ON EXAMINATION BY THE TAXING AUTHORITY, BASED ON THE TECHNICAL MERITS OF THE POSITION. THERE WERE NO POSITIONS RECOGNIZED FOR THE YEAR ENDED DECEMBER 31, 2022 AND 2021. THE CORPORATION IS NO LONGER SUBJECT TO FEDERAL AND STATE TAX EXAMINATIONS BY THE RESPECTIVE TAXING AUTHORITIES FOR THE YEARS PRIOR TO 2018. TAX YEARS 2018 THROUGH 2022 REMAIN SUBJECT TO EXAMINATION BY MAJOR TAX JURISDICTIONS. PART XII, LINE 2D - OTHER ADJUSTMENTS: RECLASS OF UNREALIZED GAIN/LOSS 616,421. NORTH AMERICA 0 0 PROGRAM SERVICES REGULATORY OBLIGATIONS 7432831 NORTH AMERICA 0 0 PROGRAM SERVICES REGULATORY OBLIGATIONS 263191 0 0 0 0 0 0 7696022 0 7696022 0 0 0 0 0 0 PART I, LINE 3: (1) COUNTRY - CANADA (2) COUNTRY - MEXICO PART III ACCOUNTING METHOD: 1 IEEE OPERATIONS CENTER 445 HOES LANE PISCATAWAY NJ 08854 131656633 501(C)(3) 10000 0 POWER AND ENERGY SOCIETY GENERAL MEETING SILVER SUPPORT 1 0 PART I, LINE 2: THE ORGANIZATION ONLY MAKES GRANTS AND SPONSORSHIP PAYMENTS TO ORGANIZATIONS AND FOR PURPOSES THAT HAVE BEEN PRE-APPROVED AND ARE CONSISTENT WITH THE ORGANIZATION'S MISSION. X X 1 1 X X X X 1 1 0 JAMES B ROBB PRESIDENT AND CEO 613332 0 299250 0 83048 0 182844 0 43932 0 1222406 0 26405 0 MANUEL J CANCEL SVP & CEO OF THE E-ISAC 456686 0 178080 0 31457 0 93989 0 25586 0 785798 0 0 0 MARK G LAUBY SVP AND CHIEF ENGINEER 356332 0 138400 0 98882 0 79704 0 43828 0 717146 0 47680 0 SONIA C RAMOS DA ROCHA SVP, GC & CORP. SEC. 365482 0 139990 0 37287 0 76018 0 43765 0 662542 0 13604 0 STAN HOPTROFF VP, BUSINESS TECHNOLOGY 404965 0 91850 0 54779 0 68115 0 2825 0 622534 0 27471 0 KELLY HANSON SVP AND CAO 358332 0 142800 0 14076 0 62808 0 43830 0 621846 0 0 0 JANET L SENA SVP, EXTERNAL AFFAIRS 318250 0 117000 0 44879 0 68849 0 2543 0 551521 0 22017 0 HOWARD GUGEL VP, ENGIN & STNDRDS 248682 0 79450 0 5307 0 48438 0 43654 0 425531 0 0 0 ANDREW G SHARP VP AND CFO 247582 0 75700 0 5327 0 48458 0 43779 0 420846 0 0 0 MECHELLE THOMAS VP, COMPLIANCE 206433 0 73450 0 34252 0 45076 0 47683 0 406894 0 0 0 STUART ELSTEIN ASSOCIATE GENERAL COUNSEL 239669 0 68999 0 951 0 33246 0 26454 0 369319 0 0 0 NINA JENKINS-JOHNSTON ASSISTANT GENERAL COUNSEL 221728 0 64338 0 936 0 31722 0 46614 0 365338 0 0 0 EDWIN KICHLINE SENIOR COUNSEL (THRU 11/22) 180616 0 50455 0 94279 0 25333 0 13807 0 364490 0 0 0 FRANK HIRST III DIRECTOR OF LEGISLATIVE AND REGULATO 212660 0 62986 0 3455 0 30988 0 43494 0 353583 0 0 0 BRYAN PRESTON VP, PEOPLE AND CULTURE 248451 0 19235 0 3757 0 37338 0 33705 0 342486 0 0 0 KIMBERLY MIELCAREK VP, EXTERNAL AFFAIRS 228170 0 60200 0 3250 0 35023 0 14467 0 341110 0 0 0 ERIC T HARTUNG DIRECTOR OF PERFORMANCE MANAGEMENT 233500 0 64666 0 1957 0 32097 0 2277 0 334497 0 0 0 KEN DEFONTES CHAIRMAN 175000 0 0 0 0 0 0 0 0 0 175000 0 0 0 MICHAEL WALKER FORMER CHIEF OF E-ISAC 11082 0 52516 0 46167 0 887 0 0 0 110652 0 0 0 PART I, LINE 1A FIRST-CLASS TRAVEL: UNDER NERC'S TRAVEL POLICY, TRUSTEES, OFFICERS, AND EMPLOYEES ARE GENERALLY REIMBURSED FOR ECONOMY CLASS FARES. UNDER CIRCUMSTANCES WHERE NO OTHER CLASS OF SERVICE IS AVAILABLE, OR IF A FLIGHT SEGMENT EXCEEDS FOUR HOURS IN DURATION, BUSINESS OR FIRST CLASS WILL BE REIMBURSED. TAX GROSS-UP PAYMENTS: GROSS UPS ARE PROVIDED ON PAYCHECKS FOR TAXES THAT ARE WITHHELD FOR GIFTCARDS. PART I, LINES 4A-B EDWIN KICHLINE - THE TERMS AND CONDITIONS OF A SEPARATION AGREEMENT WERE AGREED TO IN NOVEMBER 2022 WITH A $93,000 PAYMENT MADE IN NOVEMBER 2022 AND A SECOND PAYMENT TO BE MADE IN FEBRUARY 2023. IN 2015, NERC ESTABLISHED A 457(F) PLAN FOR EXECUTIVE OFFICERS. AWARDS CONTRIBUTED TO THE PLAN IN 2022 TOTALED $476,080. AWARDS VEST OVER TIME. SIX AWARDS VESTED IN 2022 AND WERE PAID: STAN HOPTROFF $18,789 AND $18,285; MARK G. LAUBY $37,261; SONIA RAMOS DA ROCHA $19,628; JAMES B. ROBB $28,414; JANET L. SENA $30,282. THE FOLLOWING OFFICERS PARTICIPATED IN THE PLAN DURING 2022: MANUEL J. CANCEL, HOWARD GUGEL, KELLY HANSON, STAN HOPTROFF, MARK G. LAUBY, KIMBERLY MIELCAREK, BRYAN PRESTON, SONIA RAMOS DA ROCHA, JAMES B. ROBB, JANET L. SENA, ANDREW G. SHARP, AND MECHELLE THOMAS. FORM 990, PART VI, SECTION A, LINE 6 MEMBERSHIP IN THE CORPORATION IS VOLUNTARY AND IS OPEN TO ANY PERSON OR ENTITY THAT HAS AN INTEREST IN THE RELIABLE OPERATION OF THE NORTH AMERICAN BULK POWER SYSTEM AND THAT REGISTERS WITH THE CORPORATION AS A MEMBER, MAINTAINS ITS REGISTRATION IN ACCORDANCE WITH THE BYLAWS, AND COMPLIES WITH THE OTHER CONDITIONS AND OBLIGATIONS OF MEMBERSHIP AS SPECIFIED IN THE BYLAWS. MEMBERSHIP IN A REGIONAL ENTITY SHALL NOT BE A CONDITION FOR MEMBERSHIP IN THE CORPORATION. THE SECRETARY OF THE CORPORATION SHALL MAINTAIN A ROSTER OF THE MEMBERS OF THE CORPORATION. MEMBERS DO NOT SHARE IN THE PROFITS OR REVENUES OF THE CORPORATION. FORM 990, PART VI, SECTION A, LINE 7A INDEPENDENT TRUSTEES ARE ELECTED BY THE MEMBER REPRESENTATIVES COMMITTEE, WHICH IS ELECTED BY THE MEMBERS. FORM 990, PART VI, SECTION A, LINE 7B THE MEMBER REPRESENTATIVES COMMITTEE AND THE BOARD OF TRUSTEES MUST EACH APPROVE CHANGES TO THE BYLAWS. THE BOARD APPOVES CHANGES TO THE ORGANIZATION'S RULES OF PROCEDURE. THESE DOCUMENTS ARE SUBJECT TO REVIEW AND APPROVAL BY THE UNITED STATES FEDERAL ENERGY REGULATORY COMMISSION ("FERC"). DECISIONS REGARDING ENFORCEMENT MATTERS FOR U.S ENTITIES ARE SUBJECT TO REVIEW AND APPROVAL BY FERC. FORM 990, PART VI, SECTION B, LINE 11B THE ORGANIZATION MUST USE THE FOLLOWING PROCESS FOR PREPARATION AND REVIEW OF ITS IRS FORM 990: (1) EACH YEAR, AN INDEPENDENT CPA FIRM PREPARES A DRAFT OF THE FORM 990, WORKING WITH THE CHIEF FINANCIAL OFFICER (CFO) AND CORPORATE CONTROLLER. THE CFO MAY ALSO ENGAGE THE SERVICES OF OUTSIDE COUNSEL IN PREPARING THE DRAFT FORM 990. (2) PRIOR TO FILING THE FORM 990 EACH YEAR, THE CFO, CONTROLLER, CHIEF ADMINISTRATIVE OFFICER AND GENERAL COUNSEL REVIEW THE DRAFT FORM 990. (3) PRIOR TO FILING THE FORM 990 EACH YEAR, THE DRAFT FORM 990 IS SENT TO ALL MEMBERS OF THE BOARD OF TRUSTEES FOR REVIEW. THE FINANCE AND AUDIT COMMITTEE (FAC) AND THE CORPORATE GOVERNANCE AND HUMAN RESOURCES COMMITTEE (CGHRC) INCLUDE THE REVIEW OF THE DRAFT FORM 990 ON A MEETING AGENDA, WITH THE FAC REVIEW FOCUSED ON THE FINANCIAL ASPECTS AND THE CGHRC FOCUSED ON THE CORPORATE GOVERNANCE ASPECTS. (4) THE MINUTES OF THE MEETINGS OF THE FAC AND THE CGHRC RECORD THE TIMING AND NATURE OF THAT REVIEW. (5) THE CFO PREPARES A MEMORANDUM FOR THE FILE EACH YEAR DESCRIBING THE TIMING, NATURE, AND INDIVIDUALS INVOLVED IN THE PREPARATION AND REVIEW OF THE FORM 990. FORM 990, PART VI, SECTION B, LINE 12C THE ORGANIZATION'S ETHICS AND CONFLICTS OF INTEREST POLICY FOR TRUSTEES, OFFICERS, AND EMPLOYEES REQUIRE ANNUAL WRITTEN DISCLOSURE FROM ALL EMPLOYEES, AND ALL TRUSTEES, OF ANY CONFLICT OF INTEREST. THE ANNUAL FORMS ARE REVIEWED BY THE ORGANIZATION'S GENERAL COUNSEL AND OTHER LEGAL STAFF AND RECUSALS OR WAIVERS ARE PUT IN PLACE, WHERE NECESSARY. FORM 990, PART VI, SECTION B, LINE 15 NORTH AMERICAN ELECTRIC RELIABILITY CORPORATION (NERC) USES THE FOLLOWING PROCESSES FOR DETERMINING THE COMPENSATION OF INDEPENDENT TRUSTEES, THE CHIEF EXECUTIVE OFFICER, OTHER OFFICERS, AND KEY EMPLOYEES: A) TRUSTEE COMPENSATION - CONSISTENT WITH ITS MANDATE AND NERC'S GOVERNANCE GUIDELINES, AS AMENDED FROM TIME TO TIME, THE CGHRC ANNUALLY REVIEWS THE COMPENSATION PLAN FOR INDEPENDENT TRUSTEES. THE OBJECTIVE OF THE COMMITTEE'S REVIEW IS TO ASSURE THAT NERC IS ABLE TO ATTRACT AND RETAIN INDIVIDUALS WHO HAVE THE NECESSARY SKILLS, EXPERIENCE, PERSONAL CHARACTERISTICS AND COMMITMENT TO BE AN EFFECTIVE TRUSTEE, TAKING INTO ACCOUNT, IN PARTICULAR, THE WORKLOAD OF TRUSTEES, THE ALTERNATIVE OPPORTUNITIES AVAILABLE TO THOSE NERC WISHES TO ATTRACT AND RETAIN, AND THE STRINGENT CONFLICT-OF-INTEREST PROVISIONS GOVERNING NERC TRUSTEES. IN CONDUCTING THE REVIEW OF COMPENSATION, THE CGHRC EVALUATES THE AMOUNT OF WORK AND LEVEL OF RESPONSIBILITY TRUSTEES ARE BEING ASKED TO UNDERTAKE AND, FROM TIME TO TIME, BUT NO LESS THAN EVERY THREE YEARS, EXAMINES MARKET DATA WITH RESPECT TO THE COMPENSATION OF THE MEMBERS OF THE GOVERNING BOARDS OF OTHER RELEVANT ORGANIZATIONS UTILIZING AN INDEPENDENT COMPENSATION CONSULTANT. SUCH MARKET DATA MAY INCLUDE AVAILABLE COMPENSATION DATA FROM NERC'S REGIONAL ENTITIES, REGIONAL TRANSMISSION OPERATORS (RTO), INDEPENDENT SYSTEM OPERATORS (ISO), INVESTOR OWNED UTILITIES (IOU) (MEETING SUCH CHARACTERISTICS AS ARE APPROVED BY THE COMMITTEE IN CONSULTATION WITH THE INDEPENDENT COMPENSATION CONSULTANT) AND A GENERAL INDUSTRY PEER GROUP (AS APPROVED BY THE COMMITTEE IN CONSULTATION WITH THE INDEPENDENT COMPENSATION CONSULTANT). B) CHIEF EXECUTIVE AND OTHER OFFICER COMPENSATION - THE ANNUAL COMPENSATION, INCLUDING INCENTIVE COMPENSATION, OF THE CEO IS DETERMINED BY THE BOARD OF TRUSTEES, AFTER REVIEW AND RECOMMENDATION BY THE CGHRC. THE COMMITTEE AND BOARD CONSIDER MARKET DATA FOR PEER GROUP ORGANIZATIONS PROVIDED BY AN INDEPENDENT CONSULTANT, AS WELL AS THE DEGREE TO WHICH THE ORGANIZATION AND CEO HAVE ACHIEVED ESTABLISHED ANNUAL GOALS. THE DECISIONS OF THE COMMITTEE AND BOARD ARE DOCUMENTED AND KEPT ON FILE IN THE HUMAN RESOURCES DEPARTMENT. THE ANNUAL COMPENSATION, INCLUDING INCENTIVE COMPENSATION, OF OTHER OFFICERS IS REVIEWED, DETERMINED AND DOCUMENTED IN A SIMILAR FASHION, EXCEPT THAT THE FINAL COMPENSATION DETERMINATIONS ARE, UPON RECOMMENDATION OF THE CEO, APPROVED BY THE CGHRC, RATHER THAN THE BOARD OF TRUSTEES. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION'S BYLAWS, GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND OTHER CORPORATE POLICIES, AND DETAILED BUDGET ARE ALL POSTED AND AVAILABLE FOR PUBLIC INSPECTION ON ITS WEBSITE. THE ORGANIZATION PROVIDES COPIES OF ITS AUDITED FINANCIAL STATEMENTS UPON REQUEST, AND FILES SUCH STATEMENTS WITH FERC. THE FORM 990 IS ALSO AVAILABLE ON GUIDESTAR.ORG AND BY REQUEST TO THE ORGANIZATION. FORM 990, PART IX, LINE 11G OTHER CONSULTANTS 10,036,216. FORM 990, PART XI, LINE 9: RECLASS OF UNREALIZED GAIN/LOSS -616,421.