2012-08-03T12:19:08-07:00 2011-12-31 990 2011-01-01 043372500 ISO NEW ENGLAND INC ISON 4135354000 One Sullivan Road Holyoke MA 010402841 Robert Ludlow 4135354000 2012-08-15 2011 2016-02-24 21:20:13Z Gordon van Welie CEO One Sullivan Road Holyoke MA 01040 139563942 0 X www.iso-ne.com X 1997 DE The Corporation is organized and shall be operated exclusively for religious, charitable, scientific, literary or educational 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 9 595 0 0 0 244321 309118 127780170 139197542 101733 57282 0 0 128126224 139563942 54730 59165 0 0 71962508 80112556 0 0 0 56108986 59392221 128126224 139563942 0 0 624757298 536350630 624757298 536350630 0 0 The Corporation is organized and shall be operated exclusively for religious, charitable, scientific, literary or educational 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 52250076 20000 60382417 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. 39841135 14165 46052345 Reference Line 4b: The management of a comprehensive regional bulk power system planning process (referenced to as the Reliability Administration Service 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. 28383947 25000 32806148 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 120475158 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 0 1 0 1 128 0 1 595 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 01040 Vickie VanZandt 5 X 63500 0 0 Roberta S Brown 7 X 117300 0 0 Paul F Levy 5 X 106700 0 0 V Louise McCarren 5 X 106150 0 0 Christopher Wilson 5 X 46000 0 0 Kathryn J Jackson 5 X 95600 0 0 David J Vitale 5 X 103900 0 0 Philip Shapiro 6 X 108400 0 0 Raymond Hill 6 X 106200 0 0 Alvin K Klevorick 6 X 69700 0 0 John G Kassakian 6 X 39650 0 0 Gordon van Welie 45 X X 1134276 0 431171 Vamsi K Chadalavada 45 X 725964 0 272914 Robert C Ludlow 45 X 506731 0 240842 Raymond W Hepper 45 X 451876 0 203350 Janice S Dickstein 45 X 403235 0 178773 Peter T Brandien 45 X 412547 0 185888 Kevin A Kirby 49 X 381561 0 206796 David LaPlante 49 X 367082 0 346668 Stephen J Rourke 50 X 374222 0 196958 Jamshid A Afnan 45 X 343703 0 358764 Robert G Ethier 45 X 335807 0 173823 Anne C George 45 X 259776 0 113988 Maria Gulluni 45 X 205305 0 110311 Lorraine Brady 41 X 80051 0 43348 Michael I Henderson 48 X 265288 0 174614 Eugene Litvinov 45 X 247212 0 211092 Mark G Karl 47 X 270025 0 154341 Renald E Proulx 40 X 227417 0 121119 David M Hameedy 40 X 213449 0 119269 Matthew F Goldberg 44 X 210299 0 99877 John M Simonelli 45 X 206334 0 277244 Richard V Kowalski 42 X 196426 0 201652 Michael N Taniwha 40 X 197697 0 82166 Shannon Hann 43 X 220808 0 130721 Rudolf Pawul 42 X 176719 0 72138 John Norden 56 X 200529 0 208867 Brent Oberlin 52 X 185921 0 57405 Hung-Po Chao 41 X 212748 0 96776 Marc D Montalvo 42 X 208124 0 63054 Matthew White 47 X 201315 0 37024 Laurel Hennebury 40 X 201306 0 68164 Henry Yoshimura 47 X 200216 0 89650 10787069 0 5328767 317 0 1 0 Alstom Grid Inc 131 S Dearborn Street 6th Floor Chicago IL 60603 Energy Management System Developer 5874077 Peritus Inc 222 West Las Colinas Blvd Suite 1650 Irving TX 75039 Software Consultants 1855353 Daymark Solutions Inc 23 Third Avenue Burlington MA 01803 Software Architects / Support 1815432 Infowave Systems Inc 705 N Mountain Rd A220 Newington CT 06111 Software Consultants 1800547 KEMA Inc 67 South Bedford Street Burlington MA 01803 Project Management Services 1352091 52 0 0 0 0 309118 0 0 309118 Energy Administration Services 221000 60359975 60359975 0 0 Reliability Administration Services 221000 46040765 46040765 0 0 Scheduling, System Control & Dispatch 221000 32796802 32796802 0 0 0 0 0 0 139197542 57282 43368 0 13914 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 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 139563942 139240910 0 13914 59165 59165 0 0 0 0 0 0 12455461 7474559 4980902 0 0 0 0 0 50234690 44507595 5727095 0 6800516 5683871 1116645 0 6823796 5666492 1157304 0 3798093 3174446 623647 0 0 0 0 0 1866749 1319493 547256 0 486956 352853 134103 0 9268 9268 0 0 0 0 200812 167838 32974 0 9410965 7987644 1423321 0 0 0 0 0 1266809 690013 576796 0 8028874 7521626 507248 0 0 0 0 0 4086497 3415495 671002 0 1077533 702831 374702 0 0 0 0 0 502399 383364 119035 0 1684023 1673969 10054 0 0 0 0 0 24500128 24097047 403081 0 274820 164920 109900 0 North American Electricity Reliability Corp Dues 4486684 4486684 0 0 Dues & Subscriptions 604201 397695 206506 0 Loss on Asset Disposals 456724 270747 185977 0 448779 267543 181236 139563942 120475158 19088784 0 500 500 156517239 42238317 0 0 24582352 20954092 0 0 0 0 0 0 0 0 22806859 52497403 315694463 231037537 84985665 84656926 0 0 0 0 0 0 0 0 335864683 336003392 624757298 536350630 18901742 21819815 0 0 23872654 13256666 38675000 36855000 482443806 375019731 0 0 0 0 39000000 39000000 21864096 50399418 624757298 536350630 X 0 0 0 0 0 0 0 0 624757298 536350630 0 0 X 0 1 1 X 1 1 X 0 0 0 244321 309118 553439 119116835 120488960 123532679 127868544 139240910 630247928 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 119116835 120488960 123532679 128112865 139550028 630801367 0 0 0 0 0 0 56539525 54455637 54563432 55585806 61085961 282230361 56539525 54455637 54563432 55585806 61085961 282230361 348571006 161665 82527 11992 12009 13914 282107 0 0 0 0 0 0 161665 82527 11992 12009 13914 282107 0 0 0 0 0 0 0 0 0 0 0 0 119278500 120571487 123544671 128124874 139563942 631083474 0.55234 0.5363 0.00045 0.00061 X Form 990, Schedule A, Part III, Section A, Line 2: The amounts reported on Line 2, Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources, with respect to Columns (a), (b), (c) and (d), with respect to 2007, 2008, 2009 and 2010, respectively, have been adjusted from amounts reported on prior Forms 990 to include investment receipts that result from activities that further the Company's exempt purpose. Form 990, Schedule A, Part III, Section B, Line 10a: The amounts reported on Line 10a, Gross Income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources, with respect to Columns (a), (b) and (c) for 2007, 2008, and 2009 respectively, have been reduced from amounts reported on prior Forms 990 to reflect payments that result from activities that further the Company's exempt purpose. 0 28433 28433 139535509 139563942 1000000 250000 0 0 1000000 1000000 1000000 1000000 4000000 6000000 30159 45650 21881 28433 126123 250000 250000 250000 250000 1000000 1500000 0 0 0 0 0 0 1 0 0 0 0 42142560 11194644 30947916 0 2878383 2855901 22482 0 26963693 23668049 3295644 0 243709827 193318943 50390884 84656926 Security Deposits - Financial Assurance 332763341 Restricted Congestion Revenue Fund 2206389 Market Participant Settlement Funds 882963 Market Participant Prepayment 150000 Prepaid NEPOOL Participant Fees 500 Market Participant Refund Deposit 199 336003392 0 Pension Benefit Liability 50398757 Activities Reserve 661 50399418 139563942 139563942 0 0 0 0 0 0 0 0 139563942 0 0 0 0 0 139563942 0 0 0 139563942 139563942 0 0 0 0 0 139563942 0 0 0 139563942 SchD_P04_S00_L02b Schedule D, Part IV, Line 2b The $375,019,731 reported on Line 21 of 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 Engalnd 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 than 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 NE Governor's Conference 76 Summer St Boston MA 02110 042738615 501(c)(3) 25000 0 N/A N/A Support of energy-related activities including the Power Planning Committee, collaboration with the Northeast Int'l Committee on Energy, continued work on renewable power and energy efficiency, and major transmission system performance, issues, and developments Harvard Kennedy School Box 84 JFK Street Cambridge MA 02138 042103580 501(c)(3) 20000 0 N/A N/A Electricity Policy Group Support University of Massachusetts Amherst 130 Natural Resources Rd Amherst MA 01003 043167352 Commonwealth of Mass 8800 0 N/A N/A The $8,800 was to support the following: 1. Scholorship for Engineering Students for the 2011/2012 academic year, and 2. Donations for a Sr. Design Project from the Engineering dept & The Engineering Career Center. IEEE Foundation Inc 445 Hoes Lane Piscataway NJ 088551331 131656633 501(c)(3) 5365 0 N/A N/A To provide support for the IEEE PES Scholarship Plus Initiative Fund 4 0 SchI_P01_S00_L02 Schedule I, Part I, Line 2 In 2011 ISO New England Inc made a total of five grants, three to educational institutions, one to a non-profit foundation and one grant to the New England Governor's Conference for power planning activities. In the case of the educational institutions and the non-profit foundation, ISO New England obtained a written letter of understanding describing how those funds would be used or a description of the scholorship programs. The New England Governor's Conference (NEGC) regularly reports to ISO New England regarding NEGC's energy and energy-related programs, activities and events. X 0 1 X X X X X 0 0 0 0 0 0 0 1 0 Gordon van Welie 553115 0 576632 0 4529 0 410709 0 20552 0 1565537 0 269499 0 Vamsi K Chadalavada 408089 0 314958 0 2918 0 253326 0 19647 0 998938 0 135582 0 Robert C Ludlow 337688 0 165910 0 3133 0 218856 0 22124 0 747711 0 90198 0 Raymond W Hepper 299994 0 147993 0 3889 0 181251 0 22357 0 655484 0 80493 0 Janice S Dickstein 269740 0 132087 0 1408 0 163467 0 16388 0 583090 0 71787 0 Peter T Brandien 288619 0 122180 0 1748 0 167103 0 19798 0 599448 0 60417 0 Kevin A Kirby 268323 0 109616 0 3622 0 193606 0 13586 0 588753 0 60061 0 David LaPlante 267679 0 95306 0 4097 0 333522 0 14214 0 714818 0 60061 0 Stephen J Rourke 258649 0 109270 0 6303 0 194689 0 2527 0 571438 0 65650 0 Jamshid A Afnan 240412 0 98501 0 4790 0 340394 0 18628 0 702725 0 53995 0 Robert G Ethier 249390 0 84382 0 2036 0 155297 0 21585 0 512690 0 43264 0 Anne C George 220051 0 39270 0 456 0 96313 0 18399 0 374489 0 0 0 Maria Gulluni 177029 0 25656 0 2620 0 109893 0 478 0 315676 0 0 0 Michael I Henderson 199739 0 62490 0 3059 0 155257 0 20226 0 440771 0 31314 0 Eugene Litvinov 209887 0 32639 0 4686 0 193607 0 17881 0 458700 0 0 0 Mark G Karl 205801 0 61876 0 2348 0 140826 0 13653 0 424504 0 34431 0 Renald E Proulx 194534 0 25921 0 6962 0 108885 0 12630 0 348932 0 0 0 David M Hameedy 180056 0 30896 0 2497 0 95710 0 28697 0 337856 0 0 0 Matthew F Goldberg 185416 0 24485 0 398 0 93203 0 7286 0 310788 0 0 0 John M Simonelli 176352 0 26285 0 3697 0 259108 0 18274 0 483716 0 0 0 Richard V Kowalski 171517 0 22965 0 1944 0 182340 0 19366 0 398132 0 0 0 Michael N Taniwha 172060 0 24621 0 1016 0 62878 0 19902 0 280477 0 0 0 Shannon Hann 166622 0 53749 0 437 0 111807 0 24495 0 357110 0 28715 0 Rudolf Pawul 155162 0 20913 0 644 0 53727 0 18937 0 249383 0 0 0 John Norden 173049 0 25643 0 1839 0 191260 0 17695 0 409486 0 0 0 Brent Oberlin 159500 0 25049 0 1372 0 38185 0 19280 0 243386 0 0 0 Hung-Po Chao 186763 0 23535 0 2449 0 78269 0 19472 0 310488 0 0 0 Marc D Montalvo 183709 0 21967 0 2450 0 44403 0 18703 0 271232 0 0 0 Matthew White 186503 0 13253 0 1559 0 19573 0 17511 0 238399 0 0 0 Laurel Hennebury 165429 0 28532 0 7345 0 55102 0 13200 0 269608 0 0 0 Henry Yoshimura 173905 0 24463 0 1848 0 72041 0 17747 0 290004 0 0 0 SchJ_P01_S00_L01a Schedule J, Part I, Line 1a In 2011 the Company discovered that it incorrectly reported to certain employees the taxable portion of group term life insurance benefits. Immediately upon discovery, the Company corrected the reporting error. In correcting the reporting error, the Company made gross up payments to affected employees to compensate such employees for their out of pocket costs arising from the reporting error. The grossed up payments were properly included in such employees wages for tax reporting and withholding purposes. SchJ_P01_S00_L01b Schedule J, Part I, Line 1b The Company does not have a written policy with respect to the gross-up payments disclosed on Line 1a of Part I and described above in this Part III. However, the Company required substantiation of the out of pocket cost incurred by each employee eligible for a gross-up payment arising from the reporting error described above. 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, 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. Massachusetts Development Finance Agency 043431814 57583raa3 2005-02-25 45500000 finance acquisition of 64k sq. foot facility, renovate existing bldg 0 0 0 0 0 45500000 0 0 0 0 0 146955 45353045 0 0 2007 0 0 1 1 0 0 0 0 0 0 0 1 0 1 0 0 0 1 SchK_P01_S00_L00f Schedule K, Part I, Column f 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. Catherine Simonelli Family member of Key Employee 53655 Compensation as employee of ISO 0 Ralph Slate Family member of Officer 129295 Compensation as employee of ISO 0 GRT Inc Entity related to key employee 872031 Compensation to GRT Inc 0 SchL_P04_S00_L00 Schedule L, Part IV (1) 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. (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. (3) 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 2011. Part IV - The employment or relationship of all the individuals in Schedule L, Part IV to a Current Director, Officer, or Key Employee 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, ISO New England's policies. 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 2011, 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 scope of the proposed joint venture arrangement to ensure that the Company's participation in the joint venture will continue to further the tax-exempt purpose of the organization. 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 1 0 ISO New England Inc Retiree Medical Dental and Life Trust q 971000 cash transaction