2012-08-10T09:00:08-05:00 2011-12-31 990 2011-01-01 141815612 NEW YORK INDEPENDENT SYSTEM OPERATOR INC NEWY 5183566000 10 KREY BOULEVARD RENSSELAER NY 12144 MARY MCGARVEY 2012-08-08 2011 2016-02-24 21:20:13Z STEPHEN G WHITLEY 10 KREY BOULEVARD RENSSELAER NY 12144 154672202 false X NYISO.COM X 1997 NY THE NYISO'S MISSION, IN COLLABORATION WITH ITS STAKEHOLDERS, IS TO SERVE THE PUBLIC INTEREST AND PROVIDE BENEFIT TO CONSUMERS BY: - MAINTAINING AND ENHANCING REGIONAL RELIABILITY, - OPERATING OPEN, FAIR AND COMPETITIVE WHOLESALE ELECTRICITY MARKETS, - PLANNING THE POWER SYSTEM FOR THE FUTURE , AND - PROVIDING FACTUAL INFORMATION TO POLICY MAKERS, STAKEHOLDERS AND INVESTORS IN THE POWER SYSTEM. 10 9 572 0 0 0 2554777 3861203 146770657 150803347 26830 7652 0 0 149352264 154672202 0 0 0 0 60500105 65114410 0 0 0 88852159 89557792 149352264 154672202 0 0 543334636 504909926 543334636 504909926 0 0 THE NYISO'S MISSION, IN COLLABORATION WITH ITS STAKEHOLDERS, IS TO SERVE THE PUBLIC INTEREST AND PROVIDE BENEFIT TO CONSUMERS BY: - MAINTAINING AND ENHANCING REGIONAL RELIABILITY, - OPERATING OPEN, FAIR AND COMPETITIVE WHOLESALE ELECTRICITY MARKETS, - PLANNING THE POWER SYSTEM FOR THE FUTURE , AND - PROVIDING FACTUAL INFORMATION TO POLICY MAKERS, STAKEHOLDERS AND INVESTORS IN THE POWER SYSTEM. false false 115464501 150803347 THE NYISO, GOVERNED BY AN INDEPENDENT BOARD OF DIRECTORS AND A COMMITTEE STRUCTURE COMPRISED OF STAKEHOLDER REPRESENTATIVES, IS SUBJECT TO THE OVERSIGHT OF THE FEDERAL ENERGY REGULATORY COMMISSION, AND REGULATED IN CERTAIN ASPECTS BY THE NEW YORK STATE PUBLIC SERVICE COMMISSION. ITS OPERATIONS ARE ALSO OVERSEEN BY ELECTRIC SYSTEM RELIABILITY ORGANIZATIONS, INCLUDING THE NORTH AMERICAN ELECTRIC RELIABILITY CORPORATION, NORTHEAST POWER COORDINATING COUNCIL, AND THE NEW YORK STATE RELIABILITY COUNCIL. THE NYISO'S EFFORTS TO SERVE THE PUBLIC INTEREST AND PROVIDE BENEFIT TO CONSUMERS INCLUDE: * OPERATION OF THE BULK ELECTRICITY GRID IN NEW YORK STATE, MANAGING THE FLOW OF POWER ON OVER 11,000 CIRCUIT-MILES OF HIGH-VOLTAGE TRANSMISSION LINES, FROM MORE THAN 500 POWER GENERATING UNITS, ON A MINUTE-TO-MINUTE BASIS, 24 HOURS-A- DAY, SEVEN DAYS-A-WEEK * ADMINISTRATION AND MONITORING OF NEW YORK'S WHOLESALE ELECTRICITY MARKETS, INVOLVING MORE THAN 400 MARKET PARTICIPANTS IN DAILY AND HOURLY AUCTIONS THAT MATCH THE BUYERS AND SELLERS OF POWER. * CONDUCTING LONG-TERM PLANNING ASSESSMENTS OF NEW YORK STATE'S ELECTRICITY RESOURCES AND POWER NEEDS, EVALUATING THE FEASIBILITY OF PROJECTS PROPOSED TO MEET THOSE NEEDS, AND PROVIDING INFORMATION AND ANALYSIS TO POLICY MAKERS ON ENERGY ISSUES. * DEVELOPMENT AND DEPLOYMENT OF COMMUNICATIONS AND DATA MANAGEMENT SYSTEMS TO OPTIMIZE THE DISPATCH OF POWER ON THE BULK POWER SYSTEM AND IMPLEMENT EVOLVING WHOLESALE ELECTRICITY MARKET DESIGN, AS WELL AS THE ADMINISTRATION OF SMART GRID INFRASTRUCTURE ENHANCEMENTS. 115464501 true true false true false false false true false true false false false true false true false false false false false false false false false false false false true false false false false false false true false false false false false false true false false false false true X 270 0 true 572 true false false false false false false false false false false X 10 9 false false false false false false false true false false true true true true true true true true false NY X CHERYL HUSSEY 5183566000 10 KREY BLVD RENSSELAER NY 12144 STEPHEN G WHITLEY 59.00 X X 813178 0 500370 ALFRED F BOSCHULTE 14.00 X 97400 0 0 AVE M BIE 15.00 X 93900 0 0 ERLAND E KAILBOURNE 12.00 X 92250 0 0 JAMES V MAHONEY 16.00 X 106250 0 0 KAREN ANTION 12.00 X 116250 0 0 MICHAEL B BEMIS 15.00 X 102500 0 0 RICHARD E SCHULER 14.00 X 102500 0 0 ROBERT A HINEY 15.00 X 118950 0 0 THOMAS F RYAN JR 12.00 X 88250 0 0 DIANE L EGAN 56.00 X 149111 0 136297 MARY K MCGARVEY 46.00 X 346063 0 157035 RANA MUKERJI 49.00 X 384108 0 195831 RICARDO T GONZALES 54.00 X 510101 0 393605 RICHARD J DEWEY 53.00 X 366391 0 187759 ROBERT E FERNANDEZ 48.00 X 368619 0 176905 THOMAS J RUMSEY 54.00 X 304999 0 150296 WAYNE M BAILEY 51.00 X 310259 0 146884 WESLEY J YEOMANS 49.00 X 235618 0 126147 XINGYONG H CHAO 62.00 X 310515 0 144473 BELINDA F THORNTON 47.00 X 162849 0 28168 BRIAN ZINK 43.00 X 155168 0 31882 EMILIE R N CHRAPOWITZKY 46.00 X 199493 0 34820 JANET S JOYCE 45.00 X 194925 0 58275 JOHN A RAVALLI 51.00 X 232250 0 125054 NICOLE M BOUCHEZ 42.00 X 197717 0 23114 ROBERT A PIKE 59.00 X 197250 0 63405 RYAN R SMITH 44.00 X 163139 0 50801 ZIAUDDIN AHMED 44.00 X 194134 0 49695 ALEX M SCHNELL 46.00 X 239876 0 46236 JOHN M ADAMS 40.00 X 303036 0 117778 JOHN P BUECHLER 46.00 X 470575 0 30983 KAREN G GACH 47.00 X 213689 0 75604 THOMAS J SHATTUCK 48.00 X 349540 0 24856 8290853 0 3076273 236 false true false QUANTA TECHNOLOGY LLC 4020 WESTCHASE BLVD STE 300 RALEIGH NC 27807 CONSULTING SERVICES 5694184 HUNTON AND WILLIAMS 200 PARK AVE 43RD FLOOR NEW YORK NY 10166 LEGAL SERVICES 5511216 POTOMAC ECONOMICS 9900 FAIRFAX BOULEVARD SUITE 560 FAIRFAX VA 22030 CONSULTING SERVICES 2888423 ABB INC 940 MAIN CAMPUS DRIVE RALEIGH NC 27606 CONSULTING SERVICES 2296566 LOGIC TECHNOLOGY INC 650 FRANKLIN STREET SCHENECTADY NY 12305 CONSULTING SERVICES 2157205 43 3861203 3861203 TRANSMISSION TARIFF 221000 147799883 147799883 PLANNING STUDY FEES 221000 2144776 2144776 GOVERNANCE COMMITTEE FEES 221000 418400 418400 MARKET TRAINING COURSE FEES 221000 233974 233974 WIND FORECASTING SUBSCRIPTION 221000 204014 204014 2300 2300 0 0 150803347 7652 7652 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 154672202 150803347 0 7652 0 0 0 0 8262959 1590950 6672009 270567 216674 53893 44887877 28710594 16177283 575901 328997 246904 7425009 4485370 2939639 3692097 2109196 1582901 0 6040756 4955139 1085617 683085 683085 61331 61331 0 0 17494362 17494362 25474 25474 2759537 1720624 1038913 18975964 15139274 3836690 0 4247979 2719958 1528021 758352 388570 369782 0 899799 598422 301377 1761419 1761419 0 18911245 18911245 2604782 2604782 FERC FEES 11291541 11291541 CHANGE IN FV INT. RATE SW 2383299 2383299 GRANT EXPENSES - NEW YORK TRANSMISSION OWNERS 570633 570633 NPCC FEES 88234 88234 0 0 0 0 154672202 115464501 39207701 0 0 102840 882354 439438692 389433671 2472089 841680 15096640 4218950 9244934 7703793 253106622 173405167 65474278 79701455 0 0 0 0 11505163 22128023 543334636 504909926 33585952 95512918 63322401 4671554 363349937 300438097 20402679 22794176 40766667 51171429 21907000 30321752 543334636 504909926 0 0 543334636 504909926 0 0 X false true true X true true X 2554777 3861203 6415980 150806029 143202331 139223156 146770657 150803347 730805520 0 0 0 150806029 143202331 139223156 149325434 154664550 737221500 0 52277104 52498954 54857195 58742250 56747746 275123249 52277104 52498954 54857195 58742250 56747746 275123249 462098251 3765488 1488580 49863 26830 7652 5338413 0 3765488 1488580 49863 26830 7652 5338413 0 0 0 0 0 0 0 154571517 144690911 139273019 149352264 154672202 742559913 0.62230 0.62670 0.00720 0.01100 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 61331 61331 0 154610871 154672202 0 1000000 0 250000 0 0 0 1000000 1000000 1000000 1000000 4000000 6000000 4141 12801 46159 61331 124432 250000 250000 250000 250000 1000000 1500000 0 0 false true 1803400 1803400 8823375 2024520 6798855 25911459 7293531 18617928 71554299 58507538 13046761 145014089 105579578 39434511 79701455 0 REGULATORY LIABILITIES 11219596 CHANGE IN FMV OF INTEREST RATE 6506017 ACCRUED PENSION LIABILITY 4702434 ACCRUED POSTRETIREMENT LIABILITY 4479953 DEFERRED COMPENSATION 2596333 VOLTAGE RESERVE NET OF ACCRUED INT 817419 30321752 154672202 154672202 0 0 0 0 154672202 0 0 154672202 0 0 154672202 154672202 0 0 154672202 0 0 154672202 Explanation of escrow agreement Schedule D, Part IV, Line 2b THE AMOUNTS RECORDED ON LINE 21 OF PART X ON FORM 990 CONSIST OF WORKING CAPITAL RESERVES AND CASH COLLATERAL SECURITY DEPOSITS RECEIVED FROM MARKET PARTICIPANTS. ALL MARKET PARTICIPANTS CONTRIBUTE TO A WORKING CAPITAL RESERVE FUND, TOTALING $33,025,562 AT 12/31/11, WHICH IS USED TO PRESERVE LIQUIDITY IN THE NYISO MARKETS. ACCUMULATED INTEREST ON THE WORKING CAPITAL FUND IS DISTRIBUTED ANNUALLY TO MARKET PARTICIPANTS. ADDITIONALLY, CERTAIN MARKET PARTICIPANTS PROVIDE CASH AS COLLATERAL TO MEET THEIR NYISO CREDITWORTHINESS REQUIREMENTS. DEPOSITS TOTAL $267,412,535 AT 12/31/11 AND ARE INVESTED IN MONEY MARKET FUNDS ACCORDING TO MARKET PARTICIPANT DIRECTION. INTEREST/DIVIDENDS ARE PROVIDED TO PARTICIPANTS MONTHLY. X X X X X X true false false false false false false true true true STEPHEN G WHITLEY 647510 0 162500 0 3168 0 487918 0 12452 0 1313548 0 162500 0 WAYNE M BAILEY 226858 0 79213 0 4188 0 134432 0 12452 0 457143 0 82593 0 XINGYONG H CHAO 226794 0 79213 0 4508 0 127472 0 17001 0 454988 0 82913 0 RICHARD J DEWEY 267094 0 93095 0 6202 0 171058 0 16701 0 554150 0 98666 0 DIANE L EGAN 126000 0 21662 0 1449 0 136297 0 0 0 285408 0 21662 0 ROBERT E FERNANDEZ 266408 0 93065 0 9146 0 156764 0 20141 0 545524 0 100367 0 RICARDO T GONZALES 306709 0 125320 0 78072 0 380220 0 13385 0 903706 0 202288 0 MARY K MCGARVEY 252847 0 87724 0 5492 0 146455 0 10580 0 503098 0 92862 0 RANA MUKERJI 279142 0 98576 0 6390 0 175690 0 20141 0 579939 0 103930 0 THOMAS J RUMSEY 225435 0 79213 0 351 0 131461 0 18835 0 455295 0 79213 0 WESLEY J YEOMANS 201059 0 33845 0 714 0 107206 0 18941 0 361765 0 33845 0 ZIAUDDIN AHMED 165676 0 28088 0 370 0 30754 0 18941 0 243829 0 28088 0 NICOLE M BOUCHEZ 140643 0 14537 0 42537 0 15747 0 7367 0 220831 0 14537 0 EMILIE R N CHRAPOWITZKY 132878 0 17102 0 49513 0 17213 0 17607 0 234313 0 0 0 JANET S JOYCE 165143 0 29414 0 368 0 39334 0 18941 0 253200 0 29414 0 ROBERT A PIKE 167095 0 29907 0 248 0 45197 0 18208 0 260655 0 29907 0 JOHN A RAVALLI 161606 0 19705 0 50939 0 117674 0 7380 0 357304 0 19705 0 RYAN R SMITH 145828 0 17123 0 188 0 33193 0 17608 0 213940 0 17123 0 BELINDA F THORNTON 99876 0 0 0 62973 0 25933 0 2235 0 191017 0 0 0 BRIAN ZINK 139691 0 15277 0 200 0 13074 0 18808 0 187050 0 0 0 JOHN M ADAMS 161969 0 14484 0 126583 0 103286 0 14492 0 420814 0 0 0 JOHN P BUECHLER 463821 0 0 0 6754 0 28926 0 2057 0 501558 0 0 0 KAREN G GACH 188061 0 25333 0 295 0 57496 0 18108 0 289293 0 0 0 ALEX M SCHNELL 177439 0 17883 0 44554 0 28028 0 18208 0 286112 0 0 0 THOMAS J SHATTUCK 118570 0 29831 0 201139 0 9735 0 15121 0 374396 0 0 0 COMPENSATION OF CEO SCHEDULE J, PART I, LINE 3 TO DETERMINE THE COMPENSATION OF NYISO'S PRESIDENT AND CHIEF EXECUTIVE OFFICER, NYISO, THROUGH COLLABORATION WITH OTHER INDEPENDENT SYSTEM OPERATORS AND REGIONAL TRANSMISSION ORGANIZATIONS, ENGAGES AN INDEPENDENT EXECUTIVE COMPENSATION FIRM TO PERFORM A BENCHMARK COMPENSATION ASSESSMENT TO AID THE NYISO BOARD OF DIRECTORS IN THEIR REVIEW OF THE PRESIDENT AND CHIEF EXECUTIVE OFFICER'S COMPENSATION. AS PART OF THIS COMPENSATION ASSESSMENT, THE FORM 990 OF OTHER RELEVANT ORGANIZATIONS ( INCLUDING OTHER INDEPENDENT SYSTEM OPERATORS AND REGIONAL TRANSMISSION ORGANIZATIONS ) ARE REVIEWED. THE RESULTS OF THIS ASSESSMENT ARE PROVIDED TO THE COMMERCE AND COMPENSATION COMMITTEE OF THE NYISO BOARD OF DIRECTORS FOR REVIEW ANNUALLY. THE COMMERCE AND COMPENSATION COMMITTEE MAKES A RECOMMENDATION REGARDING THE PRESIDENT AND CHIEF EXECUTIVE OFFICER'S COMPENSATION TO THE BOARD OF DIRECTORS, AND THE BOARD OF DIRECTORS AUTHORIZES THE PRESIDENT AND CHIEF EXECUTIVE OFFICER'S COMPENSATION ANNUALLY. THE PRESIDENT AND CHIEF EXECUTIVE OFFICER HAS A WRITTEN EMPLOYMENT CONTRACT WITH CONDITIONS APPROVED BY THE BOARD OF DIRECTORS. Severance or change-of-control payment Schedule J, Part I, Line 4a THOMAS J SHATTUCK RECEIVED $155,000 SEVERANCE PAY DURING 2011 PER HIS SEVERANCE AGREEMENT AT HIS TIME OF TERMINATION IN 2011. Non-fixed payments Schedule J, Part I, Line 7 AMOUNTS LISTED ON FORM 990, PART VII, FOR NYISO OFFICERS AND EMPLOYEES INCLUDE PAYMENTS MADE AND ACCRUED PURSUANT TO NYISO'S ANNUAL INCENTIVE PROGRAM AND LONG-TERM INCENTIVE PLAN FOR NYISO OFFICERS AND CERTAIN EMPLOYEES. Payments on contract that is subject to the initial contract exception Schedule J, Part I, Line 8 COMPENSATION REPORTED ON FORM 990, PART VII FOR STEPHEN G. WHITLEY INCLUDES SALARY AND AT RISK COMPENSATION PAYMENTS PAID PURSUANT TO A WRITTEN EMPLOYMENT CONTRACT DATED AS OF JULY 5, 2008 BY WHICH MR. WHITLEY BECAME PRESIDENT AND CHIEF EXECUTIVE OFFICER. MR. WHITLEY HAD NOT PREVIOUSLY BEEN A DISQUALIFIED PERSON WITH RESPECT TO NYISO, AND THE CONTRACT WAS IN EFFECT BEFORE HE RENDERED ANY SERVICES TO NYISO. OFFICERS, DIRECTORS, KEY EMPLOYEES, AND HIGHEST COMPENSATED EMPLOYEES SCHEDULE J, PART II - COLUMN C REFLECTS " DEFERRED COMPENSATION", WHICH INCLUDES THE ANNUAL INCREASE IN ACTUARIAL VALUE OF ACCRUED PENSION BENEFITS AND ACCRUED POST RETIREMENT BENEFITS. DEPENDING ON AGE, YEARS OF SERVICE, AND OTHER ACTUARIAL ASSUMPTIONS, CERTAIN INDIVIDUALS MAY REFLECT SIGNIFICANT CHANGES IN THE ACTUARIALLY-COMPUTED VALUE OF THEIR RESPECTIVE PENSION AND POST RETIREMENT BENEFITS. - COLUMN D REFLECTS " NONTAXABLE BENEFITS", WHICH FOR NYISO CONSISTS PRIMARILY OF MEDICAL, DENTAL, AND RELATED BENEFITS. MICHAEL EGAN SPOUSE 162781 SEE SUPPLEMENTAL INFORMATION false LAURA GRIBBIN SISTER 107786 SEE SUPPLEMENTAL INFORMATION false DESCRIPTION OF TRANSACTION - MICHAEL EGAN SCHEDULE L, PART IV, COLUMN (D) MICHAEL EGAN, A SHIFT SUPERVISOR IN THE NYISO OPERATIONS CONTROL ROOM, IS NOT AN OFFICER AND DOES NOT MEET THE INTERNAL REVENUE SERVICE DEFINITION OF A " KEY EMPLOYEE." DIANE EGAN, NYISO'S CORPORATE SECRETARY AND BOARD SECRETARY, IS AN OFFICER OF THE COMPANY AND IS MARRIED TO MICHAEL EGAN, ANOTHER NYISO EMPLOYEE. DESCRIPTION OF TRANSACTION - LAURA GRIBBIN SCHEDULE L, PART IV, COLUMN (D) LAURA GRIBBIN, A PRODUCT BUSINESS SENIOR ANALYST AT NYISO, IS NOT AN OFFICER AND DOES NOT MEET THE INTERNAL REVENUE SERVICE DEFINITION OF A " KEY EMPLOYEE". WESLEY YEOMANS, NYISO'S VICE PRESIDENT OF OPERATIONS, IS AN OFFICER OF THE COMPANY AND IS LAURA GRIBBIN'S BROTHER, ANOTHER NYISO EMPLOYEE. TOTAL NUMBER OF INDIVIDUALS EMPLOYED IN CALENDAR YEAR 2011 FORM 990, PART V, LINE 2A NYISO'S RESPONSES TO THESE QUESTIONS INDICATE 572 AS THE TOTAL NUMBER OF EMPLOYEES. AS PER THE FORM 990 INSTRUCTIONS, THIS TOTAL REPRESENTS THE NUMBER OF WAGE FORMS FOR EMPLOYEES ( INCLUDING STUDENT INTERNS AND PART- TIME EMPLOYEES) ON NYISO'S PAYROLL AT ANY POINT DURING 2011. THE TOTAL NUMBER OF NYISO EMPLOYEES AT DECEMBER 31, 2011 WAS 513, MANY OF WHOM ARE PROFESSIONAL POWER SYSTEM ENGINEERS, NERC CERTIFIED SYSTEM OPERATORS, ACCOUNTANTS, ECONOMISTS AND ATTORNEYS. THE TOTAL OF EMPLOYEES WITH BACHELORS AND/OR POSTGRADUATE DEGREES WAS AT AROUND 380. ALL NYISO EMPLOYEES HAVE BEEN SUBJECTED TO EXTENSIVE SECURITY REVIEWS, IN COOPERATION WITH THE UNITED STATES DEPARTMENTS OF ENERGY AND HOMELAND SECURITY. MEMBERS OR STOCKHOLDERS FORM 990, PART VI, LINE 6 THE NYISO DOES NOT HAVE ANY MEMBERS OR STOCKHOLDERS WITH OWNERSHIP RIGHTS IN THE NYISO OR ITS ASSETS. IN ACCORDANCE WITH THE NYISO'S GOVERNING DOCUMENTS, ENTITIES THAT PARTICIPATE IN THE NYISO-ADMINISTERED MARKETS MAY TAKE PART IN A COMMITTEE PROCESS TO DEVELOP THE NYISO'S BUDGET AND MODIFICATIONS TO THE NYISO'S TARIFFS AND PROCEDURES, WHICH ARE THEN RECOMMENDED TO THE NYISO BOARD FOR ITS APPROVAL. THE NYISO BOARD MAINTAINS THE ULTIMATE RESPONSIBILITY FOR THE GOVERNANCE DECISIONS OF THE NYISO. ELECT MEMBERS OF THE GOVERNING BODY FORM 990, PART VI, LINE 7A THE NYISO BOARD OF DIRECTORS MAKES FINAL DETERMINATIONS TO FILL VACANCIES ON THE BOARD. NYISO STAKEHOLDERS PARTICIPATING IN THE MANAGEMENT COMMITTEE ( NYISO'S HIGHEST RANKING STAKEHOLDER COMMITTEE WITH REPRESENTATIVES FROM GENERATION OWNERS, TRANSMISSION OWNERS, END-USE CONSUMERS, PUBLIC POWER/ENVIRONMENTAL PARTIES, AND OTHER SUPPLIERS ) ASSIST IN THIS PROCESS BY CONDUCTING A SEARCH TO IDENTIFY AT LEAST THREE BOARD CANDIDATES FOR EACH VACANCY THAT MEET THE QUALIFICATIONS SPECIFIED IN THE NYISO'S GOVERNING DOCUMENTS. THE NYISO BOARD MAY SELECT A DIRECTOR FROM THIS LIST, OR IT MAY SEEK A CANDIDATE IDENTIFIED THROUGH ANOTHER SOURCE, SUCH AS AN EXECUTIVE SEARCH FIRM. DECISIONS OF THE GOVERNING BODY FORM 990, PART VI, LINE 7B AS A GENERAL RULE, THE DECISIONS OF THE NYISO BOARD ARE NOT SUBJECT TO THE APPROVAL OF NYISO STAKEHOLDERS. NOTE THAT IN ACCORDANCE WITH THE NYISO'S GOVERNING DOCUMENTS, NYISO STAKEHOLDERS THAT PARTICIPATE IN THE NYISO'S HIGHEST RANKING STAKEHOLDER COMMITTEE, THE MANAGEMENT COMMITTEE, HAVE TO ENDORSE CHANGES SOUGHT BY THE NYISO BOARD TO THE NYISO'S TARIFFS AND GOVERNING DOCUMENTS TO BE FILED PURSUANT TO SECTION 205 OF THE FEDERAL POWER ACT WITH THE NYISO'S CHIEF REGULATOR - THE FEDERAL ENERGY REGULATORY COMMISSION. HOWEVER, THE NYISO BOARD MAY PURSUE SUCH CHANGES WITHOUT THE MANGEMENT COMMITTEE'S CONCURRENCE BY FILING PURSUANT TO SECTION 206 OF THE FEDERAL POWER ACT. Review of form 990 by governing body Form 990, Part VI, Section B, Line 11b PRIOR TO FILING, THE NYISO FORM 990 IS REVIEWED BY THE CONTROLLER & ASSISTANT TREASURER, VICE PRESIDENT & CHIEF FINANCIAL OFFICER, PRESIDENT & CHIEF EXECUTIVE OFFICER, AS WELL AS, LEGAL COUNSEL. FOLLOWING THE COMPLETION OF REVIEWS BY THESE PARTIES, THE NYISO FORM 990 IS PROVIDED TO THE COMMERCE AND COMPENSATION COMMITTEE OF THE NYISO BOARD OF DIRECTORS ALONG WITH THE REST OF THE BOARD OF DIRECTORS FOR THEIR REVIEW. Conflict of interest policy Form 990, Part VI, Section B, Line 12c THE NYISO REGULARLY AND CONSISTENTLY MONITORS AND ENFORCES COMPLIANCE WITH ITS CONFLICT OF INTEREST POLICY BY PROVIDING TRAINING FOR NEW EMPLOYEES AND ANNUAL TRAINING FOR EXISTING EMPLOYEES, MANAGEMENT AND BOARD MEMBERS. ADDITIONALLY, PROHIBITED INVESTMENT LISTS ARE SENT QUARTERLY TO ALL EMPLOYEES AND BOARD MEMBERS FOR REVIEW TO FACILITATE COMPLETION OF A CONFLICT OF INTEREST SURVEY ON AN ANNUAL BASIS. NYISO MANAGEMENT AND BOARD MEMBERS RECEIVE ANNUAL COMPLIANCE TRAINING COVERING A VARIETY OF COMPLIANCE ISSUES, INCLUDING CONFLICT OF INTEREST. EMPLOYEES ALSO HAVE ACCESS TO A COMPLIANCE HOTLINE AND WHISTLEBLOWER SERVICE SHOULD THEY HAVE A COMPLIANCE QUESTION OR WISH TO REPORT A COMPLIANCE CONCERN. Process used to establish compensation of top management official Form 990, Part VI, Section B, Line 15a TO DETERMINE THE COMPENSATION OF NYISO'S PRESIDENT AND CHIEF EXECUTIVE OFFICER, NYISO, THROUGH COLLABORATION WITH OTHER INDEPENDENT SYSTEM OPERATORS AND REGIONAL TRANSMISSION ORGANIZATIONS, ENGAGES AN INDEPENDENT EXECUTIVE COMPENSATION FIRM TO PERFORM A BENCHMARK COMPENSATION ASSESSMENT TO AID THE NYISO BOARD OF DIRECTORS IN THEIR REVIEW OF THE PRESIDENT AND CHIEF EXECUTIVE OFFICER'S COMPENSATION. AS PART OF THIS COMPENSATION ASSESSMENT, THE FORM 990 OF OTHER RELEVANT ORGANIZATIONS ( INCLUDING OTHER INDEPENDENT SYSTEM OPERATORS AND REGIONAL TRANSMISSION ORGANIZATIONS ) ARE REVIEWED. THE RESULTS OF THIS ASSESSMENT ARE PROVIDED TO THE COMMERCE AND COMPENSATION COMMITTEE OF THE NYISO BOARD OF DIRECTORS FOR REVIEW ANNUALLY. THE COMMERCE AND COMPENSATION COMMITTEE MAKES A RECOMMENDATION REGARDING THE PRESIDENT AND CHIEF EXECUTIVE OFFICER'S COMPENSATION TO THE BOARD OF DIRECTORS, AND THE BOARD OF DIRECTORS AUTHORIZES THE PRESIDENT AND CHIEF EXECUTIVE OFFICER'S COMPENSATION ANNUALLY. THE PRESIDENT AND CHIEF EXECUTIVE OFFICER HAS A WRITTEN EMPLOYMENT CONTRACT WITH CONDITIONS APPROVED BY THE BOARD OF DIRECTORS. Process used to establish compensation of other officers/key employees Form 990, Part VI, Section B, Line 15b THE NYISO ENGAGED AN INDEPENDENT EXECUTIVE COMPENSATION FIRM TO CONDUCT A BENCHMARK COMPENSATION ASSESSMENT TO AID THE NYISO BOARD OF DIRECTORS IN THEIR REVIEW OF COMPENSATION FOR ALL NYISO OFFICERS. THE COMPENSATION FIRM REVIEWS THE SCOPE OF RESPONSIBILITY FOR EACH NYISO OFFICER AND THEN DETERMINES THE COMPENSATION RATES FOR COMPARABLE POSITIONS AT OTHER INDEPENDENT SYSTEM OPERATORS AND ELECTRIC UTILITY COMPANIES OF SIMILAR SIZE. THE REPORT WAS USED TO FACILITATE A REVIEW BY THE COMMERCE AND COMPENSATION COMMITTEE AND APPROVAL BY THE NYISO BOARD OF DIRECTORS OF CURRENT COMPENSATION FOR THESE POSITIONS. THIS REVIEW IS PERFORMED ANNUALLY. SIMILARLY, KEY EMPLOYEE POSITIONS ARE BENCHMARKED BY INDEPENDENT COMPENSATION FIRMS AND/OR AGAINST SIMILAR POSITIONS IN OTHER ORGANIZATIONS AND INDUSTRIES. Governing documents, conflict of interest policy and financial statements available to the public Form 990, Part VI, Section C, Line 19 THE NYISO'S GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICY ARE PART OF ITS FEDERALLY-APPROVED TARIFFS. THESE DOCUMENTS ARE ON FILE AT FERC AND ARE PUBLISHED ON THE NYISO'S WEBSITE. THE NYISO'S FINANCIAL STATEMENTS ARE INCLUDED IN AN ANNUAL REPORT, PUBLISHED ON THE NYISO'S WEBSITE. 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