2013-08-07T11:34:10-07:00 2012-12-31 990 2012-01-01 043372500 ISO NEW ENGLAND INC ISON 4135354000 One Sullivan Road Holyoke MA 010402841 Robert Ludlow 4135354000 2013-08-12 2012 2016-02-24 21:20:13Z Gordon van Welie CEO One Sullivan Road Holyoke MA 010402841 148848236 0 X www.iso-ne.com X 1997 DE The Corporation is organized and operated exclusively for charitable purposes including the following, to (i) maintain the reliability of the bulk power and transmission system in New England by, among other things, exercising operational authority over the bulk transmission facilities, (ii) administer and seek to enhance sustainable, competitive and efficient energy markets, and (iii) provide non-discriminatory, open-access transmission service. 9 9 600 0 0 0 309118 534206 139197542 148217455 57282 96575 0 0 139563942 148848236 59165 39167 0 0 80112556 89154256 0 0 0 59392221 59654813 139563942 148848236 0 0 536350630 503520545 536350630 503520545 0 0 The Corporation is organized and operated exclusively for charitable purposes including the following, to (i) maintain the reliability of the bulk power and transmission system in New England by, among other things, exercising operational authority over the bulk transmission facilities, (ii) administer and seek to enhance sustainable, competitive and efficient energy markets, and (iii) provide non-discriminatory, open-access transmission service. 0 0 57923615 20000 66448086 Reference Line 4a: The fair administration of New England's wholesale electricity markets (referenced to as the "Energy Administration Service" or "EAS") including: the operation of the energy markets; generation and demand dispatch related to the energy markets; energy accounting; loss determination and allocation; billing preparation; market power monitoring and mitigation; sanctions activities; operation of auctions for financial transmission rights; market assessments and reports; and the formulation of additional and modified energy market rules and procedures. 40262084 19167 46182631 Reference Line 4b: The management of a comprehensive regional bulk power system planning process (referenced to as the Reliability Administration Services or "RAS") including: the administration of the Reliability Markets (and facilitate reliability-associated transactions and arrangements) in accordance with ISO New England's Administrative Cost Services Tariff and the corresponding rules promulgated thereunder, and to provide other reliability and informational services. 31108084 0 35676836 Reference Line 4c: Ensure the efficient use and reliable operation of New England's electricity transmission system. The Scheduling, System Control and Dispatch Service (referenced to as "Scheduling Service") is the service required to schedule at the regional level the movement of power through, out of, within or into the New England Control Area. 0 0 0 129293783 1 0 0 1 0 0 0 0 1 0 1 0 0 1 1 1 1 0 0 0 0 0 0 0 0 0 0 1 0 1 1 0 0 0 0 0 0 0 0 1 1 0 0 0 0 0 1 0 1 0 1 142 0 1 600 1 0 0 0 0 0 0 0 0 0 0 X 9 9 0 0 0 0 1 1 0 1 1 0 0 1 1 1 1 1 1 1 1 1 0 MA X Robert C Ludlow 4135354014 One Sullivan Road Holyoke MA 010402841 Vickie VanZandt 4 X 94400 0 0 Roberta S Brown 4 X 99300 0 0 Paul F Levy 5 X 101700 0 0 V Louise McCarren 5 X 67800 0 0 Christopher Wilson 5 X 107500 0 0 Kathryn J Jackson 5 X 101700 0 0 David J Vitale 3 X 93700 0 0 Philip Shapiro 5 X 102900 0 0 Raymond Hill 5 X 105300 0 0 Kathleen Q Abernathy 3 X 35600 0 0 Gordon van Welie 45 X X 1213369 0 401025 Vamsi K Chadalavada 45 X 781246 0 258379 Robert C Ludlow 45 X 556029 0 196679 Raymond W Hepper 45 X 492983 0 179462 Janice S Dickstein 45 X 436933 0 160442 Peter T Brandien 45 X 456218 0 158917 Kevin A Kirby 50 X 402722 0 162767 David LaPlante 49 X 392624 0 324010 Stephen J Rourke 50 X 403334 0 180444 Jamshid A Afnan 45 X 368966 0 336357 Robert G Ethier 45 X 394420 0 146412 Anne C George 45 X 340809 0 112735 Maria Gulluni 45 X 222158 0 99448 Lorraine Brady 40 X 82103 0 33411 Michael I Henderson 49 X 274723 0 130424 Eugene Litvinov 45 X 259517 0 160326 Mark G Karl 45 X 282224 0 115866 Renald E Proulx 40 X 232771 0 67251 David M Hameedy 40 X 233217 0 82610 Matthew F Goldberg 43 X 217270 0 85676 John M Simonelli 45 X 213950 0 265587 Richard V Kowalski 45 X 203727 0 189611 Michael N Taniwha 40 X 203015 0 64533 Shannon Hann 42 X 231787 0 110241 John Norden 55 X 212285 0 210421 Brent Oberlin 49 X 196853 0 50413 Marc D Montalvo 41 X 225969 0 55655 Matthew White 48 X 228763 0 93298 Hung-po Chao 40 X 222003 0 64567 Laurel Hennebury 40 X 202234 0 59312 Raymond Curry 44 X 199657 0 67356 Theodore Paradise 52 X 207113 0 51760 Henry Yoshimura 44 X 208364 0 67851 11709256 0 4743246 349 0 1 0 Alstom Grid Inc 131 S Dearborn Street 6th Floor Chicago IL 60603 Energy Management System Developer 7310704 Peritus Inc 222 West Las Colinas Blvd Suite 1650 Irving TX 75039 Software Consultants 1949002 Infowave Systems Inc 705 N Mountain Rd A220 Newington CT 06111 Software Consultants 1305460 GRT Inc 777 Summer Street Stamford CT 06901 Software Consultants 1216106 Power Auctions LLC 2744 32nd Street NW Washington DC 200082712 Software Consultants 1075000 60 0 0 0 0 534206 0 0 534206 Energy Administration Services 221000 66401460 66401460 0 0 Reliability Administration Services 221000 46158575 46158575 0 0 Scheduling System Control & Dispatch 221000 35657420 35657420 0 0 0 0 0 0 148217455 96575 90098 0 6477 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 148848236 148307553 0 6477 39167 39167 0 0 0 0 0 0 13954851 8291787 5663064 0 0 0 0 0 53761204 48176576 5584628 0 9900795 8332509 1568286 0 7472609 6249310 1223299 0 4064797 3420934 643863 0 0 0 0 0 1812438 1163086 649352 0 531658 406763 124895 0 2200 2200 0 0 0 0 213060 179311 33749 0 8254970 7433338 821632 0 0 0 0 0 1286251 734442 551809 0 8869863 8265332 604531 0 0 0 0 0 3851034 3241030 610004 0 1137643 736521 401122 0 0 0 0 0 543296 401404 141892 0 1787520 1667102 120418 0 0 0 0 0 25015919 24621004 394915 0 266871 158571 108300 0 North American Electric Reliability Corporation 4752689 4752689 0 0 Dues & Subscriptions 647977 512429 135548 0 Gain/Loss on Fixed Asset Disposal 91245 91245 0 0 590179 417033 173146 0 148848236 129293783 19554453 0 500 500 42238317 12302902 0 0 20954092 22460248 0 0 0 0 0 0 0 0 52497403 58876370 342167193 255232267 84656926 86934926 0 0 0 0 0 0 0 0 336003392 322945599 536350630 503520545 21819815 21041827 0 0 13256666 4229494 36855000 71035000 375019731 298812447 0 0 39000000 53000000 50399418 55401777 536350630 503520545 X 0 0 0 0 0 0 0 0 536350630 503520545 0 0 0 0 0 0 X 0 1 1 1 1 X 0 0 244321 309118 534206 1087645 120488960 123532679 127868544 139240910 148307553 659438646 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 120488960 123532679 128112865 139550028 148841759 660526291 0 0 0 0 0 0 54455637 54563432 55585806 61085961 63914104 289604940 54455637 54563432 55585806 61085961 63914104 289604940 370921351 82527 11992 12009 13914 6477 126919 0 0 0 0 0 0 82527 11992 12009 13914 6477 126919 0 0 0 0 0 0 0 0 0 0 0 120571487 123544671 128124874 139563942 148848236 660653210 0.56145 0.55234 0.00019 0.00045 X 0 2669 2669 148845567 148848236 1000000 250000 0 0 1000000 1000000 1000000 1000000 4000000 6000000 45650 21881 28433 2669 98633 250000 250000 250000 250000 1000000 1500000 0 0 0 0 0 0 1 X 0 0 0 0 42776889 12870743 29906146 0 2878377 2861627 16750 0 28829494 26510228 2319266 0 267682433 212989669 54692764 86934926 Security Deposits - Financial Assurance, held on behalf of Market Participants 274054601 Restricted Project Fund (New Backup Control Center) 33572638 Restricted Cash on Deposit (Forfeited FCM Funds), held on behalf of Market Participants 9090584 Restricted Congestion Revenue Fund, held on behalf of Market Participants 3516999 FERC Order - Restricted Cash 1000000 Market Participant Settlement Funds, held on behalf of Market Participants 867070 FERC Order Funds Due Participants, held on behalf of Market Participants 843707 322945599 0 Pension Benefit Liability 54396616 FERC Order Fund Liabilities 1000000 Activities Reserve Liabilities 5161 55401777 X 148848236 0 0 0 0 0 148848236 0 0 0 148848236 148848236 0 0 0 0 0 148848236 0 0 0 148848236 SchD_P04_S00_L02b Schedule D, Part IV, Line 2b The $298,812,447 reported on Line 21, Part X of the Form 990 represents funds held by ISO New England Inc. for, or on behalf of market participants in furtherance of ISO New England Inc.'s tax exempt purposes. SchD_P10_S00_L02 Schedule D, Part X, Line 2 The Company has determined prior to recording any benefit in the financial statements that it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing authorities, as required by the Accounting for Uncertainty in Income Taxes Topic of the FASB ASC. A tax position is measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon settlement. 1 Harvard Kennedy School Box 84 79 JFK Street Cambridge MA 02138 042103580 501(c)(3) 20000 0 N/A N/A Electricity Policy Group Support - academic year 2012-2013 University of Massachusetts Amherst College of Engineering 130 Natural Resources Road Amherst MA 01003 043167352 Commonwealth of Mass 13800 0 N/A N/A Support for the College of Engineering Career & Student Development Center ($5,000), College of Engineering Diversity Program Office ($2,500) and for M5 makerspace in the Electrical & Computer Engineering Department ($2,500), and two ISO New England High Tech Scholorships for Academic Year 2013 in the College of Engineering ($3,800). IEEE Foundation Inc 445 Hoes Lane Piscataway NJ 088551331 131656633 501(c)(3) 5367 0 N/A N/A Support for the IEEE PES Scholorship Plus Initiative - Region 1 Fund 3 0 SchI_P01_S00_L02 Schedule I, Part I, Line 2 In 2012 ISO New England Inc made a total of four grants, three to educational institutions and one to a non-profit foundation. In all cases, ISO New England obtained a written letter of understanding describing how those funds would be used or a description of the scholarship programs. X X X X X 0 0 0 0 0 0 0 1 0 Gordon van Welie 572362 0 637823 0 3184 0 381012 0 20150 0 1614531 0 305090 0 Vamsi K Chadalavada 420925 0 358578 0 1743 0 238972 0 19466 0 1039684 0 162283 0 Robert C Ludlow 349139 0 204984 0 1907 0 175892 0 20925 0 752847 0 102420 0 Raymond W Hepper 310330 0 179857 0 2796 0 156537 0 23184 0 672704 0 88393 0 Janice S Dickstein 277322 0 158329 0 1282 0 147904 0 17646 0 602483 0 78841 0 Peter T Brandien 299967 0 155678 0 572 0 140495 0 19468 0 616180 0 68358 0 Kevin A Kirby 271736 0 128350 0 2635 0 144716 0 18447 0 565884 0 67966 0 David LaPlante 274737 0 115602 0 2285 0 312085 0 13013 0 717722 0 48936 0 Stephen J Rourke 267219 0 131644 0 4470 0 178502 0 2201 0 584036 0 67192 0 Jamshid A Afnan 248349 0 118252 0 2365 0 317808 0 18807 0 705581 0 61039 0 Robert G Ethier 262541 0 130812 0 1067 0 126995 0 21077 0 542492 0 59810 0 Anne C George 235291 0 105294 0 225 0 95817 0 17689 0 454316 0 50190 0 Maria Gulluni 190855 0 29644 0 1659 0 99448 0 60 0 321666 0 0 0 Michael I Henderson 206284 0 66145 0 2294 0 111034 0 20279 0 406036 0 35446 0 Eugene Litvinov 225923 0 30324 0 3270 0 142775 0 17947 0 420239 0 0 0 Mark G Karl 212861 0 67819 0 1544 0 103329 0 12675 0 398228 0 36421 0 Renald E Proulx 201289 0 26535 0 4947 0 54494 0 13153 0 300418 0 0 0 David M Hameedy 204662 0 27533 0 1022 0 63397 0 19350 0 315964 0 0 0 Matthew F Goldberg 191002 0 26098 0 170 0 79004 0 7307 0 303581 0 0 0 John M Simonelli 183270 0 28519 0 2161 0 246836 0 19008 0 479794 0 0 0 Richard V Kowalski 177049 0 25468 0 1210 0 170599 0 19269 0 393595 0 0 0 Michael N Taniwha 177224 0 25381 0 410 0 46080 0 19081 0 268176 0 0 0 Shannon Hann 172650 0 59087 0 50 0 92739 0 23131 0 347657 0 33135 0 John Norden 182678 0 28712 0 894 0 191244 0 19315 0 422843 0 0 0 Brent Oberlin 167576 0 28618 0 659 0 31367 0 19106 0 247326 0 0 0 Marc D Montalvo 195516 0 29472 0 981 0 37938 0 17771 0 281678 0 0 0 Matthew White 193267 0 34636 0 860 0 73825 0 19563 0 322151 0 0 0 Hung-po Chao 192875 0 26985 0 2143 0 52023 0 13525 0 287551 0 0 0 Laurel Hennebury 169210 0 26742 0 6282 0 45224 0 14226 0 261684 0 0 0 Raymond Curry 166195 0 29330 0 4132 0 54522 0 13229 0 267408 0 0 0 Theodore Paradise 177993 0 27972 0 1149 0 33223 0 18590 0 258927 0 0 0 Henry Yoshimura 180518 0 26951 0 896 0 49831 0 18158 0 276354 0 0 0 SchJ_P01_S00_L07 Schedule J, Part I, Line 7 ISO New England currently administers two incentive compensation plans that both provide for non-fixed payments: an annual performance incentive plan (the "API Plan") and a long-term incentive plan (the "LTI Plan"). Subject to certain eligibility criteria, most employees may receive an API Plan award based upon a formula that takes into account organizational performance, individual performance, annual base pay (as of December 31st of the plan year) and a grade-related salary percentage. Organizational performance is measured by the Board of Directors of ISO New England (the "Board") against goals and objectives developed by the Compensation and Human Resources Committee of the Board (the "Committee"), other Board committees, and the Board at the commencement of each plan year. The individual performance of an officer is evaluated by the Committee and the Board. The final API Plan award for an officer is calculated and paid once the Board determines the scores for organizational performance and individual performance for the plan year. LTI plan awards are available to officers and certain other employees and are based upon the achievement of organizational and individual long-term goals established by recommendation of the Committee (with input from other Board committees) and with the approval of the Board. Similar to the API Plan, the LTI Plan awards are calculated using an eligible employee's base salary in effect as of December 31st of the plan year and a grade-related salary percentage; however, LTI Plan awards generally are paid two and one-half years after the end of a plan year. The Board assesses the performance of the organization and the individual at the end of each plan year, and reassesses the organization's progress towards its long-term goals and objectives two and one-half years later, immediately prior to the calculation and pay-out of the LTI Plan award. Under both plans, ISO New England reserves the right to reduce or eliminate plan awards if the eligible employee or the organization underperforms or there is a major collapse of the bulk electric power system managed by ISO New England. A Massachusetts Development Finance Agency 043431814 57583raa3 2005-02-25 45500000 finance acquisition of 64k sq. foot facility, renovate existing bldg 0 0 0 B Connecticut Innovations Incorporated 041423798 20758caa3 2012-12-13 36000000 Finance acquisition of land & office bldg for Back-up Control Center 0 0 0 A 0 0 45500000 0 0 0 146955 45353045 0 2007 0 0 1 1 B 0 0 36000000 0 0 386499 0 3642665 0 31970836 0 0 0 1 A 0 0 1 1 0 0 0 0 0 0 1 B 0 0 0 0 0 0 0 0 0 1 A 0 0 0 1 1 0 0 0 0 B 0 1 0 0 1 0 0 0 0 A 1 B 1 SchK_P01_S00_L00f Schedule K, Part I, Column f (A) - The proceeds of the Bonds loaned to ISO New England Inc. were made to finance and refinance a project located at One Sullivan Road, Holyoke, Massachusetts; generally consisting of (a) the acquisition of a 13-acre parcel of property and attached existing 64,000 square foot facility; (b) the renovation, equipping and furnishing of the existing facility, including construction of a 3,200 square foot expansion, a new lobby and mechanical penthouses, (c) construction, equipping and furnishing of a three story, 100,000 square foot facility; and (d) construction of site improvements, including but not limited to: an additional 342 space parking lot, a retaining wall and security screen, a pedestrian connecting bridge between the existing and new facility, and a guard house; all to be used by the company to conduct its mission and activities. (B) - The proceeds of the Bonds loaned to ISO New England Inc. were made to (i) finance the cost of (a) acquisition of real property located at 55 Helmsford Way, Windsor, Connecticut (the "Property"), (b) the construction of an approximately 70,000 square foot office building for a Back-up Control Center with data center and control room components on the Property, (c) the purchase and installation of general machinery, equipment, office furniture and fixtures, and (d) miscellaneous capital projects; and (ii) pay costs of issuance and credit enhancement fees with respect to the Bonds. SchK_P04_S00_L02c Schedule K, Part IV, Line 2c March 19, 2010 the Arbitrage Rebate Calculation was completed GRT Inc Entity related to Key Employee 1216106 Compensation to GRT Inc 0 Ralph Slate Family member of Officer 135106 Compensation as employee of ISO 0 Catherine Simonelli Family member of Officer 75025 Compensation as employee of ISO 0 SchL_P04_S00_L00 Schedule L, Part IV (1) GRT Inc is a software consulting firm that performs services for ISO New England Inc. Mr. Victor Litvinov is a family member of Eugene Litvinov, current Key Employee. Victor Litvinov is an officer of GRT Inc. The amount in column (c) represents payments made to GRT Inc for 2012. (2) Ralph Slate is a family member of Maria Gulluni, current Officer. Compensation as an employee of ISO New England Inc in the position of Principal Data Architect. The amount in column (c) represents payments made to Ralph Slate for 2012. (3) Catherine Simonelli is a family member of John Simonelli, current Key Employee. Compensation as an employee of ISO New England Inc in the position of EMS Support Specialist. The amount in column (c) represents payments made to Catherine Simonelli for 2012. Part IV - Each interested person listed above in Part IV, the reasons such individual or entity is considered to be interested person, and the nature of the business transaction with such interested person, has been disclosed to and approved by an independent officer or director. F990_P06_S0A_L06 Form 990, Part VI, Section A, Line 6 ISO New England Inc. is governed by a ten-person Board of Directors. Nine of the individuals on the Board of Directors are independent voting directors, and act also as voting members of ISO New England Inc. (The tenth individual on the Board of Directors is the President and Chief Executive Officer of ISO New England Inc.; he is a non-voting director and is not a member of ISO New England Inc.). The voting members of ISO New England Inc. and the Board of Directors of ISO New England Inc. have no financial interest in any company doing business in New England's electricity markets and are elected to their positions because of their expertise in financial markets, law, and/or electric power operations and regulation. F990_P06_S0A_L07a Form 990, Part VI, Section A, Line 7a Members of the Board of Directors are elected by the current voting directors of the Board in their capacity as members of ISO New England Inc. They are nominated by the Nominating and Governance Committee of the Board of Directors, which is a standing committee consisting of three or more members of the Board of Directors of the Company. Each member of the Committee must meet all independence standards imposed under the Company's charter, by-laws and code of conduct, as well as any other applicable independence standards adopted by the Board of Directors. Before the formal nomination and election, a joint nominating committee composed of stakeholders and members of the Board develops the slate of candidates for election. F990_P06_S0B_L11b Form 990, Part VI, Section B, Line 11b The Form 990 is prepared by the Lead Financial Analyst and then reviewed and commented upon by the Supervisor, Budget and Financial Reporting and the Director, Finance & Accounting. The Form 990 is then reviewed and commented upon by ISO New England's Chief Financial and Compliance Officer, then reviewed and commented upon by ISO New England's external tax counsel and the Deputy General Counsel, and then reviewed by the Audit & Finance Committee of the Board of Directors and then by ISO New England's full Board of Directors prior to being filed. F990_P06_S0B_L12c Form 990, Part VI, Section B, Line 12c ISO New England has a "Code of Conduct" that applies to its directors and employees (including officers and key employees). The Audit and Finance Committee of the Board of Directors oversees the administration of the Code of Conduct and ensures that prompt action is taken to investigate any potential violations of, or noncompliance with, the Code of Conduct. When a member of the Board of Directors is involved, the full Board makes the relevant determination. On behalf of the Audit and Finance Committee, the Compliance Officer, who is the Vice President, Human Resources, has the day-to-day responsibility for reviewing compliance with the Code of Conduct, including interpreting the Code of Conduct, advising directors, officers and employees regarding potential conflicts of interest and following up on all suspected violations. Individuals subject to the Code of Conduct are prohibited from using their positions to improperly benefit themselves, their family members or the people with whom they cohabitate. Similarly, such individuals are prohibited from having a significant financial interest in any contractor, company, business, or enterprise which has, or is seeking to establish, business relations with ISO New England Inc., unless that relationship has been disclosed to the Compliance Officer or his or her designee and approved by the Audit and Finance Committee of the Board of Directors. Individuals subject to the Code of Conduct are obligated to identify activities of another director, officer or employee that do not comply with the Code of Conduct and report them to the Compliance Officer. Such reports may be made on a confidential basis and individuals will not be subject to retaliatory actions for making such reports. Individuals who violate the Code of Conduct may be subject to disciplinary action including suspension from duties or termination. All directors and employees are required to sign an annual compliance certificate that states, among other things, that the individual has read, fully understands and will comply with the Code of Conduct. F990_P06_S0B_L15 Form 990, Part VI, Section B, Line 15 The compensation of the chief executive officer and of each of the other senior executive officers of ISO New England Inc. (the "Company") is determined in a manner so that the total compensation of each individual is presumed to be reasonable in accordance with Treasury Regulation § 53.4958-6. In accordance with this Treasury Regulation: (i) each compensation arrangement is approved in advance by the members of the Board of Directors (the "Board") and/or of the Compensation and Human Resources Committee of the Board (the "Committee") who do not have a conflict of interest with respect to that compensation arrangement (as set forth in Treas. Reg. § 53.4958-6(c)(1)(iii)); (ii) each of the Board and the Committee obtains and relies upon appropriate data as to comparability prior to making its determination regarding a compensation arrangement; and (iii) the basis for the compensation-related determination made by the Board or the Committee is adequately documented concurrently with the making of the determination. The Company's overall compensation policy is designed to promote the tax-exempt purposes of the Company by attracting, retaining and motivating highly-skilled senior management to deliver superior service in furtherance of the Company's exempt purpose: to lessen the burdens on government through the administration of an efficient and reliable electricity transmission system, wholesale electricity marketplace and comprehensive regional bulk power system planning process for the benefit of New England. For each fiscal year, the Committee develops recommendations regarding: (i) the base salary of each senior executive; (ii) the annual performance incentive plan (i.e., the short-term incentive compensation plan) goals and objectives for the plan year for the Company and each senior executive; (iii) the long-term incentive compensation plan goals and objectives for the plan year for the Company and each senior executive; and (iv) proposed changes, if any, to the Company's fringe benefit plans. At the end of each fiscal year, the Committee also makes recommendations regarding the performance of the Company and each senior executive against the plan year goals and objectives established under both the short-term incentive compensation plan and the long-term incentive compensation plan. All of the aforementioned Committee recommendations are based upon information and materials derived from a number of sources, including: evaluations of the Company's performance, requirements and short- and long-range strategic plans as prepared by the Board, Board committees and senior executives; evaluations of the performance of each senior executive as prepared by the Board, the Committee and/or senior executives; salary and other compensation surveys conducted by independent human resources and compensation consulting firms; reports and findings prepared by an independent human resources and compensation consulting firm retained by the Company to evaluate the reasonableness of the compensation paid to senior executives; and written and anecdotal information collected by the Human Resources Department of the Company in connection with the recruitment and retention of senior executives for the Company (including reports provided by executive recruitment firms). The compensation-related recommendations made by the Committee are referred to the Board for its review, together with all evaluations, surveys, consultant reports and findings and other information compiled by the Committee. The Board reviews the recommendations and materials provided by the Committee, and considers the recommendations in light of: the performance, financial condition, requirements, and exempt purpose goals and objectives of the Company; the performance, experience, and responsibilities of each senior executive; and the competitive market for executive talent. The recommendations also are weighed against a range of reasonable compensation established for each of the Company's executives by an independent human resources and compensation consulting firm (in 2012, Mercer), based upon independent survey sources and compensation information for functionally-comparable positions provided or made available by other regional transmission operators, independent systems operators, and other similarly situated taxable and tax-exempt organizations. Based on the foregoing, the Board makes a final decision regarding each of the elements of each senior executive's compensation, including: base salary; the current fiscal year's goals and objectives for each of the Company and the executive for each of the short-term incentive compensation plan and the long-term incentive compensation plan; changes (if any) to the Company's fringe benefit plans; the performance scores against the prior fiscal year's goals and objectives for each of the Company and the executive for each of the short-term incentive compensation plan and the long-term incentive compensation plan; and the final payments to be made in the current fiscal year under the Company's incentive compensation plans based upon those Company and individual performance scores. Each compensation-related decision of the Board is documented in the minutes of the meeting or meetings at which that decision is made, including the materials and information relied upon to make the decision, the identity of the members of the Board making the decision and a summary of the Board's deliberations and reasons underlying the decision. Those minutes are thereafter reviewed and, with any corrections agreed to by the Board, are approved at the next monthly meeting of the Board. F990_P06_S0B_L16a Form 990, Part VI, Section B, Line 16a The Company has entered into agreements to share costs for studies and other work of common interest. These cost sharing agreements are with other Independent System Operators (ISOs) and Regional Transmission Organizations (RTOs,) all of which are tax-exempt organizations except for PJM Interconnection LLC, which is a taxable entity organized as a Limited Liability Company. The Company reviews agreements entered into to safeguard its exempt status. F990_P06_S0B_L16b Form 990, Part VI, Section B, Line 16b The methodology of ISO New England's FIN 48 (ASC 740) analysis includes review and evaluation of the organizations tax exempt status, geographical scope in which it operates, and organizational and operational documents. Included in the review of the operational documents, are any joint venture arrangements. The Director, Finance & Accounting reviews the objective and the scope of any joint venture arrangement, together with any documents memorializing the joint venture arrangement, to safeguard the assets and tax-exempt status of the Company and to ensure that the Company's participation in the joint venture furthers its tax exempt purpose. F990_P06_S0C_L19 Form 990, Part VI, Section C, Line 19 ISO New England makes its governing documents, conflict of interest policy (called "The Code of Conduct"), and financial statements available to the public on its website www.iso-ne.com. Each of these documents can be found on the website as follows: Governing Documents and Code of Conduct - http://www.iso-ne.com/aboutiso/corp_gov/bylaws/index.html / Financial Statements - http://www.iso-ne.com/aboutiso/fin/finstmnts/index.html. ISO New England Inc Retiree Medical Dental and Life Trust One Sullivan Road Holyoke MA 01040 137379593 Retiree Insurance MA 501(c)(9) N/A N/A 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 ISO New England Inc Retiree Medical Dental and Life Trust r 1082101 cash transactions