2022-05-12T08:42:31-05:00 2021-12-31 420714325 RSM US LLP 2021 L STREET NW SUITE 400 WASHINGTON DC 20036 990 2021-01-01 204821888 NORTH AMERICAN ELECTRIC RELIABILITY CORP NORT 4044462560 3353 PEACHTREE RD NE ATLANTA GA 303261063 ANDREW G SHARP VP AND CHIEF FINANCIAL OFFICER 4044469732 2022-05-09 1 ANDREW SHARP 999009999 FREDERICK LONGWOOD P00439715 2022932200 2022-05-09 3 AAL1 IAL1 2021 2022-09-23 18:48:47Z JAMES B ROBB 3353 PEACHTREE RD NE ATLANTA GA 303261063 81782902 0 X WWW.NERC.COM X 2006 NJ ASSURE THE EFFECTIVE, EFFICIENT REDUCTION OF RISKS TO THE RELIABILITY & SECURITY OF ELECTRIC GRID. 12 11 239 2300 0 0 0 0 81243657 81715023 117717 5024 61132 62855 81422506 81782902 29500 11500 0 0 45832949 49304367 0 0 0 30673652 33099711 76536101 82415578 4886405 -632676 68223689 65227333 43145040 40388589 25078649 24838744 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 SEE SCHEDULE O. 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. 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. 0 0 0 1 0 0 0 0 0 1 0 0 1 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 62 0 1 239 1 0 0 0 0 0 0 0 0 X 12 11 0 0 1 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 ROAD NE SUITE 600 ATLANTA GA 30326 JAMES B ROBB PRESIDENT AND CEO 50.00 0.00 X X 904101 0 168238 KEN DEFONTES CHAIRMAN 8.00 0.00 X X 175000 0 0 BOB CLARKE VICE-CHAIR 10.00 0.00 X X 142500 0 0 ROB MANNING TRUSTEE 9.00 0.00 X 137500 0 0 ROY THILLY TRUSTEE 10.00 0.00 X 137500 0 0 GEORGE HAWKINS TRUSTEE 12.00 0.00 X 137500 0 0 COLLEEN SIDFORD TRUSTEE 12.00 0.00 X 137500 0 0 SUZANNE KEENAN TRUSTEE 9.00 0.00 X 137500 0 0 JIM PIRO TRUSTEE 13.00 0.00 X 137500 0 0 JANE ALLEN TRUSTEE 8.00 0.00 X 127500 0 0 LARRY IRVING TRUSTEE (AS OF 2/21) 7.00 0.00 X 111562 0 0 SUE KELLY TRUSTEE (AS OF 2/21) 7.00 0.00 X 111562 0 0 JAN SCHORI TRUSTEE (THRU 2/21) 7.00 0.00 X 15938 0 0 MANUEL J CANCEL SVP & CEO OF THE E-ISAC 50.00 0.00 X 595742 0 56472 STAN HOPTROFF VP, BUSINESS TECHNOLOGY 54.00 0.00 X 542043 0 63641 MARK G LAUBY SVP AND CHIEF ENGINEER 57.00 0.00 X 526731 0 118503 SONIA C MENDONCA SVP, GC & CORP. SEC. 50.00 0.00 X 525713 0 68578 JANET L SENA SVP, EXTERNAL AFFAIRS 50.00 0.00 X 466514 0 65225 KELLY HANSON SVP AND CAO 50.00 0.00 X 414672 0 83824 ANDREW G SHARP VP AND CFO 55.00 0.00 X 315743 0 81001 HOWARD GUGEL VP, ENGIN & STNDRDS 45.00 0.00 X 314649 0 81041 MECHELLE THOMAS VP, COMPLIANCE 50.00 0.00 X 312161 0 81001 BRYAN PRESTON VP, PEOPLE & CULTURE 55.00 0.00 X 90116 0 8375 MICHAEL WALKER SENIOR ADVISOR 45.00 0.00 X 338319 0 60276 STUART ELSTEIN ASSOCIATE GENERAL COUNSEL 43.00 0.00 X 300071 0 53753 ERIC T HARTUNG E-ISAC DIRECTOR OF PERFORMANCE MANAGEMENT 50.00 0.00 X 287861 0 30880 NINA JENKINS-JOHNSTON ASSISTANT GENERAL COUNSEL 45.00 0.00 X 274864 0 30244 FRANK HIRST III DIRECTOR OF LEGISLATIVE AND REGULATORY AFFAIRS 45.00 0.00 X 270735 0 68981 7989097 0 1120033 26 0 1 0 BATTELLE PACIFIC NORTHWEST DIVISION PO BOX 84262 SEATTLE WA 981245562 CRISP DATA SHARING 5350728 PERSIDIO NETWORKED SOLUTIONS PO BOX 822169 PHILADELPHIA PA 191822169 TECHNOLOGY PROVIDER 4071078 DELOITTE AND TOUCHE LLP PO BOX 844708 DALLAS TX 752844708 CONSULTANT 2130000 64 DCGT OWNER LLC PO BOX 392833 PITTSBURGH PA 152519833 LANDLORD, DC 2009272 AGILE RESOURCES INC PO BOX 645425 PITTSBURGH PA 152645425 CONTRACTOR AGENCY 1899233 43 ASSESSMENTS 900099 72011373 72011373 THIRD-PARTY FUNDING 900099 7661036 7661036 TESTING FEES 900099 1753104 1753104 SERVICE AND SOFTWARE 900099 289510 289510 81715023 5024 5024 MISCELLANEOUS 900099 62855 62855 62855 81782902 81777878 0 5024 X 11500 7479419 31238297 3710011 4596268 2280372 435965 97117 8439069 1901369 13067942 3677592 91080 454712 49489 4448960 399240 OTHER EXPENSES 37006 EXCISE TAXES & LICENSES 170 82415578 30021194 29058217 8471858 8471776 5760870 4503002 5627726 5376826 36609719 22768055 15214602 13841664 3127439 3975848 68223689 65227333 13792463 11562781 21492861 20230293 2051611 2149483 5808105 6446032 43145040 40388589 X 25078649 24838744 25078649 24838744 68223689 65227333 X -632676 392771 X 0 1 X 1 0 0 0 1 72011373 10449 -62383 -51934 5000 -56934 1296443 1163821 132622 30488578 17161157 13327421 4824698 4443077 381621 13841664 SECURITY DEPOSITS 239635 DEFERRED COMPENSATION INVESTMENTS 3736213 3975848 DEFERRED COMPENSATION 3779066 DEFERRED RENT 1992968 INSURANCE RESERVE 512821 INTERCOMPANY PAYABLES 513 ACCURED RETIREMENT LIABILITIES 160664 6446032 X 81782902 0 81782902 0 81782902 82022807 -392771 -392771 82415578 0 82415578 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 2021. 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, 2021 AND 2020. THE CORPORATION IS NO LONGER SUBJECT TO FEDERAL AND STATE TAX EXAMINATIONS BY THE RESPECTIVE TAXING AUTHORITIES FOR THE YEARS PRIOR TO 2017. TAX YEARS 2017 THROUGH 2021 REMAIN SUBJECT TO EXAMINATION BY MAJOR TAX JURISDICTIONS. PART XII, LINE 2D - OTHER ADJUSTMENTS: RECLASS OF UNREALIZED GAIN -392,771. NORTH AMERICA 0 0 PROGRAM SERVICES REGULATORY OBLIGATIONS 6826738 NORTH AMERICA 0 0 PROGRAM SERVICES REGULATORY OBLIGATIONS 227490 0 0 0 0 0 0 7054228 0 7054228 0 0 0 0 0 0 PART I, LINE 2: EXPENDITURES ARE ACCOUNTED FOR BASED UPON THE LOCATION OF THE ACTIVITIES. PART I, LINE 3: (1) COUNTRY - CANADA (2) COUNTRY - MEXICO PART III ACCOUNTING METHOD: 0 X X 1 1 X X X X 0 1 0 JAMES B ROBB PRESIDENT AND CEO 556439 0 269118 0 78544 0 129392 0 43895 0 1077388 0 26028 0 SONIA C MENDONCA SVP, GC & CORP. SEC. 353039 0 137481 0 35193 0 107425 0 43728 0 676866 0 13144 0 MANUEL J CANCEL SVP & CEO OF THE E-ISAC 420000 0 170739 0 5003 0 56472 0 2681 0 654895 0 0 0 MARK G LAUBY SVP AND CHIEF ENGINEER 332439 0 130842 0 63450 0 79656 0 43790 0 650177 0 22376 0 STAN HOPTROFF VP, BUSINESS TECHNOLOGY 306132 0 183112 0 52799 0 63503 0 2822 0 608368 0 25308 0 JANET L SENA SVP, EXTERNAL AFFAIRS 307500 0 117172 0 41842 0 65225 0 2543 0 534282 0 21272 0 KELLY HANSON SVP AND CAO 344439 0 68422 0 1811 0 44977 0 43793 0 503442 0 0 0 MICHAEL WALKER SENIOR ADVISOR 256340 0 73865 0 8114 0 34348 0 30602 0 403269 0 0 0 MECHELLE THOMAS VP, COMPLIANCE 235789 0 73348 0 3024 0 42154 0 47616 0 401931 0 0 0 ANDREW G SHARP VP AND CFO 238789 0 72237 0 4717 0 42154 0 43712 0 401609 0 0 0 HOWARD GUGEL VP, ENGIN & STNDRDS 239789 0 71796 0 3064 0 42194 0 43587 0 400430 0 0 0 STUART ELSTEIN ASSOCIATE GENERAL COUNSEL 232569 0 66611 0 891 0 32006 0 26356 0 358433 0 0 0 FRANK HIRST III DIRECTOR OF LEGISLATIVE AND REGULATO 206532 0 60976 0 3227 0 30135 0 43403 0 344273 0 0 0 ERIC T HARTUNG E-ISAC DIRECTOR OF PERFORMANCE MANAG 225060 0 60978 0 1823 0 30880 0 2208 0 320949 0 0 0 NINA JENKINS-JOHNSTON ASSISTANT GENERAL COUNSEL 223896 0 50064 0 904 0 30244 0 2087 0 307195 0 0 0 KEN DEFONTES CHAIRMAN 175000 0 0 0 0 0 0 0 0 0 175000 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, LINE 4B IN 2015, NERC ESTABLISHED A 457(F) PLAN FOR EXECUTIVE OFFICERS. AWARDS CONTRIBUTED TO THE PLAN IN 2021 TOTALED $287,666. AWARDS VEST OVER TIME. SIX AWARDS VESTED IN 2021 AND WERE PAID: STAN HOPTROFF $17,214 AND $18,432; MARK G. LAUBY $37,212; SONIA C. MENDONCA $18,028; JAMES B. ROBB $28,018; JANET L. SENA $28,347. THE FOLLOWING OFFICERS PARTICIPATED IN THE PLAN DURING 2021: MANUEL J. CANCEL, HOWARD GUGEL, KELLY HANSON, STAN HOPTROFF, MARK G. LAUBY, SONIA C. MENDONCA, JAMES B. ROBB, JANET L. SENA, ANDREW G. SHARP, AND MECHELLE THOMAS. FORM 990, PART III, LINE 4A, DESCRIPTION OF PROGRAM SERVICE: 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. FORM 990, PART VI, SECTION A, LINE 4 THE CURRENT VERSION OF THE BY-LAWS BECAME EFFECTIVE APRIL 5, 2021. THE MOST SIGNIFICANT CHANGE WAS THE ADDITION OF ONE MEMBERSHIP SECTOR. THE DEFINITION OF AN INDEPENDENT TRUSTEE WAS CLARIFIED. FORM 990, PART VI, SECTION A, LINE 4 THE CURRENT VERSION OF THE BY-LAWS BECAME EFFECTIVE APRIL 5, 2021. THE MOST SIGNIFICANT CHANGE WAS THE ADDITION OF ONE MEMBERSHIP SECTOR. THE DEFINITION OF AN INDEPENDENT TRUSTEE WAS CLARIFIED. 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). 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, CORPORATE 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. C) KEY EMPLOYEES - THE ANNUAL COMPENSATION OF OTHER KEY EMPLOYEES IS DETERMINED BY THE CEO, AFTER CONSULTATION WITH THE CGHRC CONCERNING OVERALL CORPORATE COMPENSATION STRUCTURE, TAKING ACCOUNT OF THE DEGREE TO WHICH ORGANIZATIONAL AND PERSONAL GOALS HAVE BEEN ACHIEVED. THE CEO ALSO USES COMPARABILITY DATA PROVIDED BY AN INDEPENDENT CONSULTANT IN THESE DETERMINATIONS. THE RECOMMENDATIONS OF THE CEO ARE DOCUMENTED AND KEPT ON FILE IN THE HUMAN RESOURCES DEPARTMENT. 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 8,439,069. FORM 990, PART XI, LINE 9: RECLASS OF UNREALIZED GAIN 392,771.