2014 BOARD OF DIRECTORS SELF-ASSESSMENT MIDCONTINENT INDEPENDENT SYSTEM OPERATOR, INC.

Transcription

1 2014 BOARD OF DIRECTORS SELF-ASSESSMENT MIDCONTINENT INDEPENDENT SYSTEM OPERATOR, INC. In order to assess the performance of the MISO Board of Directors in carrying out its responsibilities, the Board conducts an annual self-assessment process to review its activities, as well as those of Board Committees. This process also assesses the Directors on an individual basis and solicits comments designed to improve the functioning of the Board. Please return the completed form by January 31, 2015 to: Karl Zobrist c/o Dentons US LLP 4520 Main Street, Suite 1100 Kansas City, MO DISAGREE/NO I BOARD SELF-ASSESSMENT A. BOARD SIZE & COMPOSITION 1 Is the Board the right size? (If not, what size should it be?) 2 Does the Board's composition reflect an appropriate mix of skills, experience, backgrounds, and diversity in relation to the needs of the Company? (What characteristics should be represented more/less?) \V-1

2 3 Does the Board make appropriate use of the skills and experience of its members? 4 Is each director contributing to the work of the Board in an effective manner? B. BOARD INFORMATION, AGENDA & OPERATIONS 5 Is the Board actively engaged with management in identifying, prioritizing and scheduling issues for Board review and discussion? 6 Is the Board actively engaged in identifying and communicating to management the Board's information needs, including information about the RTO industry, stakeholder interests, risk identification and assessment, and performance benchmarks? 7 Do Board members receive timely and accurate minutes, advance written agendas and meeting notices? \V-1 2

3 8 Does the Chair of the Board exercise effective leadership? 9 Is the method of selecting the Chair of the Board appropriate? 10 Do Board members receive clear, concise and relevant background materials from management to prepare in advance for meetings? 11 Do Board members stay abreast of issues and trends affecting MISO, and use this information to assess and guide the company s performance both year-to-year and in the long term? 12 Do Board members devote time to learn about MISO's business and its stakeholders, and understand them well enough to provide critical oversight? \V-1 3

4 13 Does the Board regularly monitor MISO performance with industry comparative data? 14 Is sufficient meeting time reserved for Board analysis, discussion and consideration, rather than listening to management presentations? 15 Do Board members have adequate access to officers and other members of the management team outside of Board meetings? 16 Are new Board members provided with an appropriate orientation and other relevant information about MISO and the Board? 17 Are directors kept well informed of important company matters between Board meetings? \V-1 4

5 18 Does the Board devote sufficient attention to: (a) the company's financial statements and processes? (b) the company's annual capital and operating budgets and plans? (c) the company's long-term strategic plans and planning process? (d) the company's standards of conduct? (e) technological developments? (f) legal and regulatory developments and compliance? (g) management development and succession? (h) periodic review of major completed transactions or initiatives? C. ACCOUNTABILITY 19 Does the Board annually review its Principles of Corporate Governance to determine if they are adequate? \V-1 5

6 20 Has the Board developed with management a common understanding of MISO s values and philosophy, and is this understanding reflected in the company's strategic and business plans and key deliberations throughout the year? 21 Does the Board regularly monitor performance against the strategic and business plans? 22 Does the Board adequately consider stakeholder interests in its decision-making? 23 Are Board meetings conducted in a manner that ensures open communication, meaningful participation and timely resolution of issues? \V-1 6

7 24 Does the Board encourage/ensure an open line of communication: (a) Between the Board and senior management? (b) Between Board members? 25 Are Board goals, expectations, and concerns communicated to the CEO in an open, honest and constructive way 26 Does the Board understand and respect the difference between the Board's role and the CEO/senior management's role? 27 Is the Board regularly and actively engaged in evaluating the performance of the CEO? \V-1 7

8 28 Does the Board support the CEO/senior management to act realistically, appropriately and responsibly, while holding the CEO/senior management accountable for operating results? D. DIRECTOR STANDARDS OF CONDUCT 29 Are directors prepared for Board meetings? 30 Do directors ask appropriate questions of management? 31 Do directors and senior management adequately disclose personal interests in matters subject to Board review and abstain from voting where appropriate? 32 Does the Board deal appropriately with conflicts of interest? \V-1 8

9 33 Does the Board encourage free and full discussion of important issues, and tolerate and respect diverse and dissenting opinions? E. MEETING SCHEDULE 34 Are Board meetings conducted at appropriation locations and held at an appropriate time of day? 35 Is the length of Board meetings appropriate? 36 Is the number of Board meetings appropriate? (If not, what number would be optimal?) \V-1 9

10 II BOARD COMMITTEES A. GENERALLY 37 Does the current committee structure (and committee responsibilities as set forth in charters) contribute to Board efficiency and effectiveness? 38 Are the responsibilities of the committees well defined? 39 Are all Board members kept well informed of the deliberations of each committee? 40 Does the Board rely appropriately on the work and the recommendations of the committees? 41 Is the Board s method for determining committee membership and leadership appropriate? \V-1 10

11 B. SPECIFIC COMMITTEES 42 Is the Audit and Finance Committee effective in fulfilling its responsibilities? 43 Is the Human Resources Committee effective in fulfilling its responsibilities? 44 Is the Corporate Governance and Strategic Planning Committee effective in fulfilling its responsibilities? 45 Is the Markets Committee effective in fulfilling its responsibilities? \V-1 11

12 46 Is the Technology Committee effective in fulfilling its responsibilities? 47 Is the System Planning Committee effective in fulfilling its responsibilities? \V-1 12

13 III GENERAL QUESTIONS 1 How does the MISO Board compare to other boards on which you serve? 2 What do you like best about serving on the Board? 3 What do you like least about serving on the Board? 4 What problems or issues should the MISO Board be addressing that have not been covered by this self-assessment? 5 Please provide any other suggestions that you believe will help the Board increase its effectiveness \V-1 13

14 IV SELF-ASSESSMENT 1 What additional questions or issues should be included in future self-assessments? 2 What questions in this evaluation are unnecessary? 3 Please provide any other suggestions that you believe could improve this self-assessment \V-1 14

15 2014 AUDIT & FINANCE COMMITTEE SELF-ASSESSMENT MIDCONTINENT INDEPENDENT SYSTEM OPERATOR, INC. In order to assess the performance of the MISO Board of Directors in carrying out its responsibilities, the Audit & Finance Committee conducts an annual selfassessment process to review its activities. This process is intended to enhance the Committee s overall effectiveness, and solicits comments designed to improve the functioning of the Committee. Please return the completed form by January 31, 2015 to: Karl Zobrist c/o Dentons US LLP 4520 Main Street, Suite 1100 Kansas City, MO DISAGREE/NO I COMMITTEE SELF-ASSESSMENT A. ORGANIZATION, ROLE AND RESPONSIBILITY 1 The Committee reviews its Charter annually to determine whether its responsibilities are adequately described. 2 The Committee performs the functions set forth in its Charter. 3 The Committee encourages ethical behavior and integrity, and is committed to quality financial reporting and controls \V-1

16 4 The Committee consists of an appropriate number of members having diverse and complementary backgrounds and experience. 5 Members of the Committee have an appropriate level of financial expertise and experience with financial statements. 6 The Committee has a financial expert on the Committee. 7 The Committee agendas are set and prioritized so that the Committee functions effectively. 8 Committee members have adequate input into the preparation of agendas \V-1 2

17 9 The Committee Chair is an effective leader with a strong finance, accounting, and/or business background. 10 The length of the Committee s meetings is appropriate. 11 The Committee s meetings are efficient and productive. 12 The Committee Chair meets with management prior to the meetings to review the agenda and the materials in preparation for Audit Committee meetings. 13 The Committee evaluates its performance on a regular basis and takes any necessary corrective actions \V-1 3

18 14 The Committee develops a meeting schedule to make sure that the Committee meets the responsibilities outlined in its charter. 15 The Committee asks members of senior management with responsibility for key areas, such as Finance, IT, HR, and Legal, to report on issues at Committee meetings. 16 The Committee prepares minutes for all meetings which are circulated in draft form to members prior to being finalized. 17 The Committee provides orientation training for new Committee members. 18 The Committee obtains continuing education on current accounting, auditing, and financial reporting developments, as well as current business and industry issues \V-1 4

19 19 The Committee engages internal and external resources as necessary to carry out its duties. B. FINANCIAL REPORTING 20 The Committee evaluates whether management exhibits and fosters a culture and environment that promotes high-quality financial reporting, including addressing internal control issues. 21 The Committee understands MISO s financial results. 22 The Committee understands significant balance sheet and financial statement issues. 23 The Committee has an appropriate understanding of MISO s regulatory accounting principles \V-1 5

20 24 The Committee understands and monitors how management is assessing the adequacy and effectiveness of internal controls. 25 The Committee understands the significant issues faced by MISO, including cash flow, settlements, the energy markets, significant stakeholder relationships, and regulatory requirements. 26 The Committee asks management and the auditors to identify complex and difficult areas affecting MISO, and to explain fully their judgments relating to those matters. 27 The Committee asks management and the auditors how they assess the risk of material misstatements, what the significant risks facing MISO are, and how they are responding to those risks. 28 The Committee asks detailed questions of management and the auditors when reviewing the financial statements, focusing on the adequacy of MISO s financial resources, the overall quality of financial reporting, and the transparency of disclosures \V-1 6

21 29 The Committee understands any audit differences that were identified and their effect on the financial statements. 30 The Committee receives reports from management about significant communications from regulators and MISO responses. 31 The Committee receives timely updates from the General Counsel on legal and regulatory matters, including litigation, that may have a material effect on the financial statements. 32 The Committee assesses whether MISO has an appropriate business continuity plan and whether that plan has been tested. 33 The Committee understands how MISO publicizes and enforces written codes of conduct to help protect against fraudulent financial reporting \V-1 7

22 C. AUDITING 34 The Committee has established a process for the appointment, compensation, and oversight of the Independent Auditors. 35 The Committee has direct access to the Independent Auditors. 36 The Committee reviews the planned scope of the work of the Internal and Independent Auditors, results of their work, changes in the planned scope, the extent of control testing to be performed, and the extent and appropriateness of the coordination of their activities. 37 The Committee determines that the Independent Auditors are appropriately compensated to provide welltrained, experienced personnel required to perform the necessary procedures for a high-quality audit. 38 The Committee inquires as to the results of any internal reviews by the Independent Auditor \V-1 8

23 39 The Committee inquires of the Internal and Independent Auditors whether they have encountered any undue influence from management during the course of an audit. 40 The Committee inquires about the Independent Auditors quality control safeguards and independence. 41 The Committee reviews and approves the charter of MISO s Internal Auditor and its reporting responsibilities. 42 The Committee has established a process to review the appointment, performance, compensation and replacement of the Internal Auditor. 43 The Committee discusses with the internal and Independent Auditors whether they have noted any instances of employee fraud, questionable or illegal payments, or violations of law or regulations \V-1 9

24 D. EXPRESSION AND COMMUNICATION 44 The Committee is provided with appropriate information necessary to prepare for Committee meetings. 45 Materials distributed prior to Committee meetings sufficiently inform Directors of agenda items so meeting time may be conserved and devoted to discussion and questions from Directors. 46 Committee meeting formats and presentations are interesting and useful. 47 The Committee encourages and ensures open lines of communication between Committee members and management. 48 Committee discussions are stimulating and encourage the free exchange of ideas \V-1 10

25 49 The Committee has a process in place to receive and respond to any reports of fraud, theft or other financial irregularities. 50 There is sufficient time allocated between scheduled presentations and to Committee discussion to allow adequate opportunity for deliberation. 51 The Committee reaches timely resolution of issues presented to it. 52 Committee requests for information are reasonable. 53 The Committee s requests are met with thorough and prompt responses \V-1 11

26 54 The Committee meets privately with management, the Internal Auditor, and the Independent Auditors at least annually. 55 The Committee meets in Executive Session as necessary and appropriate to fulfill its responsibilities. 56 The Committee meets frequently enough to fulfill its responsibilities. 57 The Committee reports its work and recommendations to the Board of Directors in a timely and effective manner \V-1 12

27 II OPEN-ENDED QUESTIONS Please state any concerns not noted above that you have regarding the Committee or the performance of other board members on the Committee. III SELF-ASSESSMENT 1 What additional questions or issues should be included in future self-assessments? 2 What questions in this evaluation are unnecessary? 3 Please provide any other suggestions that you believe could improve this self-assessment \V-1 13

28 2014 CORPORATE GOVERNANCE AND STRATEGIC PLANNING COMMITTEE SELF-ASSESSMENT MIDCONTINENT INDEPENDENT SYSTEM OPERATOR, INC. In order to assess the performance of the MISO Board of Directors in carrying out its responsibilities, the Corporate Governance and Strategic Planning Committee conducts an annual self-assessment process to review its activities. This process is intended to enhance the Committee s overall effectiveness, and solicits comments designed to improve the functioning of the Committee. Please return the completed form by January 31, 2015 to: Karl Zobrist c/o Dentons US LLP 4520 Main Street, Suite 1100 Kansas City, MO DISAGREE/NO I COMMITTEE SELF-ASSESSMENT A. ORGANIZATION, ROLE AND RESPONSIBILITY 1 The Committee reviews its Charter annually to determine whether its responsibilities are adequately described. 2 The Committee performs the functions set forth in its Charter. 3 The Committee develops a meeting schedule to make sure that the Committee meets the responsibilities outlined in its charter \V-1

29 4 The Committee encourages ethical behavior and integrity. 5 The Committee consists of an appropriate number of members having diverse and complementary backgrounds and experience. 6 Members of the Committee have an appropriate level of expertise and experience in corporate governance and strategic planning matters. 7 The Committee Chair is an effective leader with experience in corporate governance and strategic planning matters. 8 The Committee agendas are set and prioritized so that the Committee functions effectively \V-1 2

30 9 Committee members have adequate input into the preparation of agendas. 10 The Committee meetings are efficient and productive. 11 The Committee Chair meets with management prior to the meetings to review the agenda and the materials in preparation for Committee meetings. 12 The Committee evaluates its performance on a regular basis and takes any necessary corrective actions. 13 The Committee asks members of senior management with responsibility for Strategic Planning, Compliance and Risk Management to report on issues at Committee meetings \V-1 3

31 14 The Committee prepares minutes for all meetings which are circulated in draft form to members prior to being finalized. 15 The Committee provides orientation training for new Committee members. 16 The Committee keeps abreast of developments in corporate governance issues. 17 The Committee engages internal and external resources as necessary to carry out its duties. B. CORPORATE GOVERNANCE, COMPLIANCE & RISK MANAGEMENT ISSUES 18 The Committee periodically reviews the Company s governing documents and makes appropriate recommendations to the Board \V-1 4

32 19 The Committee has developed a set of corporate governance principles for adoption by the Board. 20 The Committee reviews annually the Company s corporate governance principles, standards of conduct and business ethics code. 21 The Compliance reports presented to the Committee are understandable and sufficiently detailed. 22 The Committee has an adequate understanding of MISO s compliance obligations and the regulatory system in which they are enforced. 23 The Risk Management reports presented to the Committee are understandable and sufficiently detailed \V-1 5

33 24 The methods that the Company uses to measure, evaluate and report to the Committee on the risks that MISO faces are adequate and effective. C. STRATEGIC PLANNING ISSUES 25 The Committee monitors the Company s strategic planning process. 26 The Committee receives regular reports from Management regarding the Company s position in the electricity industry. 27 The Committee insures that Management adequately communicates the Company s strategic plan to its stakeholders. 28 The Committee is adequately informed about significant regulatory, financial, technological and other factors that affect the Company s strategic plan \V-1 6

34 29 The Committee insures that Management has adequate resources to engage in effective strategic planning. 30 The Committee evaluates whether Management fosters a culture that promotes effective strategic planning. D. EXPRESSION AND COMMUNICATION 31 The Committee is provided with appropriate information necessary to prepare for Committee meetings. 32 Materials distributed prior to Committee meetings sufficiently inform Directors of agenda items so meeting time may be conserved and devoted to discussion and questions from Directors. 33 Committee meeting formats and presentations are interesting and useful \V-1 7

35 34 The Committee encourages and ensures open lines of communication between Committee members and management. 35 Committee discussions are stimulating and encourage the free exchange of ideas. 36 There is sufficient time allocated between the scheduled presentations and Committee discussion to allow adequate opportunity for deliberation. 37 The Committee reaches timely resolution of issues presented to it. 38 Committee requests for information are reasonable \V-1 8

36 39 The Committee s requests are met with thorough and prompt responses. 40 The Committee meets in Executive Session as necessary and appropriate to fulfill its responsibilities. 41 The Committee meets frequently enough to fulfill its responsibilities. 42 The Committee reports its work and recommendations to the Board of Directors in a timely and effective manner \V-1 9

37 II OPEN-ENDED QUESTIONS Please state any concerns not noted above that you have regarding the Committee or the performance of other board members on the Committee. III SELF-ASSESSMENT 1 What additional questions or issues should be included in future self-assessments? 2 What questions in this evaluation are unnecessary? 3 Please provide any other suggestions that you believe could improve this self-assessment \V-1 10

38 2014 HUMAN RESOURCES COMMITTEE SELF-ASSESSMENT MIDCONTINENT INDEPENDENT SYSTEM OPERATOR, INC. In order to assess the performance of the MISO Board of Directors in carrying out its responsibilities, the Human Resources Committee conducts an annual selfassessment process to review its activities. This process is intended to enhance the Committee s overall effectiveness, and solicits comments designed to improve the functioning of the Committee. Please return the completed form by January 31, 2015 to: Karl Zobrist c/o Dentons LLP 4520 Main Street, Suite 1100 Kansas City, MO DISAGREE/NO I COMMITTEE SELF-ASSESSMENT A. ORGANIZATION, ROLE AND RESPONSIBILITY 1 The Committee reviews its Charter annually to determine whether its responsibilities are adequately described. 2 The Committee performs the functions set forth in its Charter. 3 The Committee develops a meeting schedule to make sure that the Committee meets the responsibilities outlined in its charter \V-1

39 4 The Committee encourages ethical behavior and integrity. 5 The Committee consists of an appropriate number of members having diverse and complementary backgrounds and experience. 6 Members of the Committee have an appropriate level of expertise with human resources and compensation issues. 7 The Committee chair is an effective leader with experience in human resources matters. 8 The Committee agendas are set and prioritized so that the Committee functions effectively \V-1 2

40 9 Committee members have adequate input into the preparation of agendas. 10 The Committee meetings are efficient and productive. 11 The length of the Committee s meetings is appropriate. 12 The Committee Chair meets with management prior to the meetings to review the agenda and the materials in preparation for Committee meetings. 13 The Committee evaluates its performance on a regular basis and takes any necessary corrective actions \V-1 3

41 14 The Committee asks members of senior management with responsibility for Human Resources and, as necessary, other areas of the Company to report on issues at Committee meetings. 15 The Committee prepares minutes for all meetings which are circulated in draft form to members prior to being finalized. 16 The Committee provides orientation training for new Committee members. 17 The Committee keeps abreast of developments in human resources issues. 18 The Committee engages internal and external resources as necessary to carry out its duties \V-1 4

42 B. HUMAN RESOURCES ISSUES 19 The Committee monitors the Company s Human Resources Policies and Procedures. 20 The Committee receives regular reports on the Company s compensation system and its strategy to support the Company s objectives. 21 The Committee regularly reviews the status of the Company s incentive compensation plans, including performance metrics. 22 The Committee regularly reviews the performance of the Executive Officers and recommends their compensation levels to the Board. 23 The Committee monitors MISO s major benefit programs, including the operations of the Company s Retirement Savings Plan Committee \V-1 5

43 24 The Committee annually reviews MISO s diversity plan and its compliance with equal opportunity laws. 25 The Committee annually reviews the Company s executive succession plan, reporting its findings to the Board. 26 The Committee reviews the risks facing the Company with regard to its compensation and benefits programs, succession planning, the diversity of its work force, and its ability to attract and retain valued employees. C. EXPRESSION AND COMMUNICATION 27 The Committee is provided with appropriate information necessary to prepare for Committee meetings. 28 Materials distributed prior to Committee meetings sufficiently inform Directors of agenda items so meeting time may be conserved and devoted to discussion and questions from Directors \V-1 6

44 29 Committee meeting formats and presentations are interesting and useful. 30 The Committee encourages and ensures open lines of communication between Committee members and management. 31 Committee discussions are stimulating and encourage the free exchange of ideas. 32 There is sufficient time allocated between scheduled presentations and Committee discussion to allow adequate opportunity for deliberation. 33 The Committee reaches timely resolution of issues presented to it \V-1 7

45 34 Committee requests for information are reasonable. 35 The Committee s requests are met with thorough and prompt responses. 36 The Committee meets in Executive Session as necessary and appropriate to fulfill its responsibilities. 37 The Committee meets frequently enough to fulfill its responsibilities. 38 The Committee reports its work and recommendations to the Board of Directors in a timely and effective manner \V-1 8

46 II OPEN-ENDED QUESTIONS Please state any concerns not noted above that you have regarding the Committee or the performance of other board members on the Committee. III SELF-ASSESSMENT 1 What additional questions or issues should be included in future self-assessments? 2 What questions in this evaluation are unnecessary? 3 Please provide any other suggestions that you believe could improve this self-assessment \V-1 9

47 2014 MARKETS COMMITTEE SELF-ASSESSMENT MIDCONTINENT INDEPENDENT SYSTEM OPERATOR, INC. In order to assess the performance of the MISO Board of Directors in carrying out its responsibilities, the Markets Committee conducts an annual self-assessment process to review its activities. This process is intended to enhance the Committee s overall effectiveness, and solicits comments designed to improve the functioning of the Committee. Please return the completed form by January 31, 2015 to: Karl Zobrist c/o Dentons US LLP 4520 Main Street, Suite 1100 Kansas City, MO DISAGREE/NO I COMMITTEE SELF-ASSESSMENT A. ORGANIZATION, ROLE AND RESPONSIBILITY 1 The Committee reviews its Charter annually to determine whether its responsibilities are adequately described. 2 The Committee performs the functions set forth in its Charter. 3 The Committee encourages ethical behavior and integrity \V-1

48 4 The Committee is committed to quality operational reporting. 5 The reports presented to the Committee regarding MISO operations and energy markets are understandable and sufficiently detailed. 6 The Committee consists of an appropriate number of members having diverse and complementary backgrounds and experience. 7 The Committee agendas are set and prioritized so that the Committee functions effectively. 8 Committee members have adequate input into the preparation of agendas \V-1 2

49 9 The Committee meetings are efficient and productive. 10 The Committee Chair is an effective leader with experience in commercial markets and trading, and associated risk management. 11 Members of the Committee have an appropriate level of expertise and experience with energy or commercial markets and related energy issues. 12 The Committee has a financial or energy markets expert on the Committee. 13 The Committee Chair confers with Management prior to the meetings to review the agenda and the materials in preparation for Committee meetings \V-1 3

50 14 The Committee evaluates its performance on a regular basis and takes any necessary corrective actions. 15 The Committee develops a meeting schedule to make sure its meets its responsibilities as outlined in the Committee charter. 16 The Committee asks members of senior Management with responsibility for key areas such as Operations, Markets, Finance, IT, and Legal to report on issues at Committee meetings. 17 The Committee prepares minutes for all meetings which are circulated in draft form to members prior to being finalized. 18 The Committee provides orientation training for new Committee members \V-1 4

51 19 The Committee obtains continuing education on current operations, markets and regulatory developments, as well as current RTO and industry issues. 20 The Committee engages internal and external resources as necessary to carry out its duties. B. MARKET OPERATIONS 21 The Committee evaluates whether Management fosters a culture and environment that promotes the development and operation of markets that are transparent and efficient. 22 The Committee understands how MISO s energy markets are performing. 23 The Committee has an appropriate understanding of the design and operations of the Day-Ahead, Real- Time, Ancillary Services and FTR markets \V-1 5

52 24 The Committee understands and monitors how Management assesses the performance of the energy markets. 25 The Committee asks management how it assesses operational and market risks, what the significant risks facing MISO are, and how management is responding to those risks. 26 The Committee understands the types of significant risks faced by MISO, including but not limited to financial settlements, the energy markets, significant stakeholder relationships, and regulatory requirements. 27 The Committee assesses whether MISO has appropriate operational and markets continuity plans and whether these plans have been tested. 28 The Committee discusses with Management and the Independent Market Monitor (IMM) the complex and difficult issues affecting the energy markets, and probes fully their judgments relating to those matters \V-1 6

53 29 The Committee asks detailed questions of Management and the IMM when reviewing their reports, focusing on the adequacy of the Midwest ISO s resources, the overall quality of the reporting, and the transparency and availability of market data. 30 The Committee receives updates from Management and the IMM about reports submitted to and received from regulators and the responses to those reports. 31 The Committee receives timely updates from the General Counsel on legal and regulatory matters that may have a material effect on the energy markets. C. MARKET MONITORING 32 The Committee has established processes for the appointment, budget, and oversight of the IMM. 33 The Committee has direct access to the IMM \V-1 7

54 34 The Committee reviews the IMM s planned scope of work, changes in the planned scope, the results of the IMM s work, and the extent and appropriateness of its activities. 35 The Committee assesses whether the IMM has an appropriate business continuity plan and whether it has been tested. 36 The Committee inquires as to the status of significant litigation or regulatory actions by FERC and other agencies that could materially affect the Company. 37 The Committee inquires of the IMM whether it has encountered any undue influence from management or other parties during the course of its work. 38 The Committee inquires about the IMM s quality control safeguards and independence \V-1 8

55 39 The Committee discusses with the IMM whether it has observed any instances of market manipulation, market power, questionable market business practices, or violations of law or regulations. D. EXPRESSION AND COMMUNICATION 40 The Committee is provided with appropriate information necessary to prepare for Committee meetings. 41 Materials distributed prior to Committee meetings sufficiently inform Directors of agenda items so meeting time may be conserved and devoted to discussion and questions from Directors. 42 Committee meeting formats and presentations are interesting and useful. 43 The Committee encourages and ensures open lines of communication between Committee members and management \V-1 9

56 44 Committee discussions are stimulating and encourage the free exchange of ideas. 45 There is sufficient time allocated between scheduled presentations and Committee discussion to allow adequate opportunity for deliberation. 46 The Committee reaches timely resolution of issues presented to it. 47 Committee requests for information are reasonable. 48 The Committee s requests are met with thorough and prompt responses \V-1 10

57 49 The Committee meets privately with management and the IMM at least annually. 50 The Committee meets in Executive Session as necessary and appropriate to fulfill its responsibilities. 51 The Committee meets frequently enough to fulfill its responsibilities. 52 The Committee reports its work and recommendations to the Board of Directors in a timely and effective manner \V-1 11

58 II OPEN-ENDED QUESTIONS Please state any concerns not noted above that you have regarding the Committee or the performance of other board members on the Committee. III SELF-ASSESSMENT 1 What additional questions or issues should be included in future self-assessments? 2 What questions in this evaluation are unnecessary? 3 Please provide any other suggestions that you believe could improve this self-assessment \V-1 12

59 2014 SYSTEM PLANNING COMMITTEE SELF-ASSESSMENT MIDCONTINENT INDEPENDENT SYSTEM OPERATOR, INC. In order to assess the performance of the MISO Board of Directors in carrying out its responsibilities, the System Planning Committee conducts an annual selfassessment process to review its activities. This process is intended to enhance the Committee s overall effectiveness, and solicits comments designed to improve the functioning of the Committee. Please return the completed form by January 31, 2015 to: Karl Zobrist c/o Dentons US LLP 4520 Main Street, Suite 1100 Kansas City, MO DISAGREE/NO I COMMITTEE SELF-ASSESSMENT A. ORGANIZATION, ROLE AND RESPONSIBILITY 1 The Committee reviews its Charter annually to determine whether its responsibilities are adequately described. 2 The Committee performs the functions set forth in its Charter. 3 The Committee develops a meeting schedule to make sure that the Committee meets the responsibilities outlined in its charter \V-1

60 4 The Committee consists of an appropriate number of members having diverse and complementary backgrounds and experience. 5 The Committee Chair is an effective leader with experience in system planning. 6 Members of the Committee have an appropriate level of expertise and experience with system planning. 7 The Committee agendas are set and prioritized so that the Committee functions effectively. 8 Committee members have adequate input into the preparation of agendas \V-1 2

61 9 The Committee meetings are efficient and productive. 10 The length of the Committee s meetings is appropriate. 11 The Committee Chair meets with management prior to the meetings to review the agenda and the materials in preparation for Committee meetings. 12 The Committee evaluates its performance on a regular basis and takes any necessary corrective actions. 13 The Committee asks members of senior Management with responsibility for system planning to report at Committee meetings \V-1 3

62 14 The Committee prepares minutes for all meetings which are circulated in draft form to members prior to being finalized. 15 The Committee provides orientation training for new Committee members. 16 The Committee keeps abreast of developments in system planning and related issues. 17 The Committee engages internal and external resources as necessary to carry out its duties. B. RESOURCE ADEQUACY ISSUES 18 The Committee monitors the Company s proposals regarding resource adequacy, renewable energy resource integration, and the coordination of supply with demand \V-1 4

63 19 The Committee receives regular reports from Management regarding the Company s introduction of technological and other advancements. 20 The Committee insures that Management adequately communicates the Company s system planning efforts to its stakeholders. 21 The Committee is adequately informed about significant regulatory, financial, technological and other factors that affect the Company s system planning efforts. 22 The Committee insures that Management has adequate resources to engage in effective system planning and related efforts. C. TRANSMISSION PLANNING ISSUES 23 The Committee periodically reviews the progress of the MISO Transmission Expansion Plans ( MTEP ) \V-1 5

64 24 The Committee receives information concerning stakeholder views with regard to the development of the MTEP. 25 The Committee provides reports and recommendations to the Board on the MTEP. 26 The Committee insures that Management has adequate resources to develop the MTEP. D. EXPRESSION AND COMMUNICATION 27 The Committee is provided with appropriate information necessary to prepare for Committee meetings. 28 Materials distributed prior to Committee meetings sufficiently inform Directors of agenda items so meeting time may be conserved and devoted to discussion and questions from Directors \V-1 6

65 29 Committee meeting formats and presentations are interesting and useful. 30 The Committee encourages and ensures open lines of communication between Committee members and management. 31 Committee discussions are stimulating and encourage the free exchange of ideas. 32 There is sufficient time allocated between scheduled presentations and Committee discussion to allow adequate opportunity for deliberation. 33 The Committee reaches timely resolution of issues presented to it \V-1 7

66 34 Committee requests for information are reasonable. 35 The Committee s requests are met with thorough and prompt responses. 36 The Committee meets in Executive Session as necessary and appropriate to fulfill its responsibilities. 37 The Committee meets frequently enough to fulfill its responsibilities. 38 The Committee reports its work and recommendations to the Board of Directors in a timely and effective manner \V-1 8

67 II OPEN-ENDED QUESTIONS Please state any concerns not noted above that you have regarding the Committee or the performance of other board members on the Committee. III SELF-ASSESSMENT 1 What additional questions or issues should be included in future self-assessments? 2 What questions in this evaluation are unnecessary? 3 Please provide any other suggestions that you believe could improve this self-assessment \V-1 9

68 2014 TECHNOLOGY COMMITTEE SELF-ASSESSMENT MIDCONTINENT INDEPENDENT SYSTEM OPERATOR, INC. In order to assess the performance of the MISO Board of Directors in carrying out its responsibilities, the Technology Committee conducts an annual self-assessment process to review its activities. This process is intended to enhance the Committee s overall effectiveness, and solicits comments designed to improve the functioning of the Committee. Please return the completed form by January 31, 2015 to: Karl Zobrist c/o Dentons US LLP 4520 Main Street, Suite 1100 Kansas City, MO DISAGREE/NO I COMMITTEE SELF-ASSESSMENT A. ORGANIZATION, ROLE AND RESPONSIBILITY 1 The Committee reviews its Charter annually to determine whether its responsibilities are adequately described. 2 The Committee performs the functions set forth in its Charter. 3 The Committee develops a meeting schedule to make sure its meets its responsibilities as outlined in the Committee charter \V-1

69 4 The Committee consists of an appropriate number of members having diverse and complementary backgrounds and experience. 5 The Committee Chair is an effective leader with experience in information technology and related technology issues. 6 Members of the Committee have an appropriate level of expertise or experience with information technology and related technology issues. 7 The Committee agendas are set and prioritized so that the Committee functions effectively \V-1 2

70 8 Committee members have adequate input into the preparation of agendas. 9 The Committee meetings are efficient and productive. 10 The length of the Committee s meetings are appropriate. 11 The Committee Chair confers with Management prior to the meetings to review the agenda and the materials in preparation for Committee meetings. 12 The Committee evaluates its performance on a regular basis and takes any necessary corrective actions \V-1 3

71 13 The Committee asks members of senior Management with responsibility for information technology and related areas to report on issues at Committee meetings. 14 The Committee prepares minutes for all meetings which are circulated in draft form to members prior to being finalized. 15 The Committee provides orientation training for new Committee members. 16 The Committee obtains continuing education on current information technology and information systems developments, as well as related RTO and industry issues. 17 The Committee engages internal and external resources as necessary to carry out its duties \V-1 4

72 B. TECHNOLOGY ISSUES 18 The Committee monitors the Company s information technology systems and refresh IT strategies. 19 The Committee receives regular reports from Management regarding the Company s IT strategic plan and proposed technological innovations. 20 The Committee is adequately informed about significant regulatory, financial, technological and other factors that affect the Company s technology systems and facilities. 21 The Committee asks management how it assesses IT risk, physical and cyber risk, what the significant risks facing MISO are, and how management is responding to those risks. 22 The Committee assesses whether MISO has an appropriate IT continuity plan and whether that plan has been tested \V-1 5

73 C. EXPRESSION AND COMMUNICATION 23 The Committee is provided with appropriate information necessary to prepare for Committee meetings. 24 Materials distributed prior to Committee meetings sufficiently inform Directors of agenda items so meeting time may be conserved and devoted to discussion and questions from Directors. 25 Committee meeting formats and presentations are interesting and useful. 26 The Committee encourages and ensures open lines of communication between Committee members and management. 27 Committee discussions are stimulating and encourage the free exchange of ideas \V-1 6

74 28 There is sufficient time allocated between scheduled presentations and Committee discussion to allow adequate opportunity for deliberation. 29 The Committee reaches timely resolution of issues presented to it. 30 Committee requests for information are reasonable. 31 The Committee s requests are met with thorough and prompt responses. 32 The Committee meets in Executive Session as necessary and appropriate to fulfill its responsibilities \V-1 7

75 33 The Committee meets frequently enough to fulfill its responsibilities. 34 The Committee reports its work and recommendations to the Board of Directors in a timely and effective manner \V-1 8

76 II OPEN-ENDED QUESTIONS Please state any concerns not noted above that you have regarding the Committee or the performance of other board members on the Committee. III SELF-ASSESSMENT 1 What additional questions or issues should be included in future self-assessments? 2 What questions in this evaluation are unnecessary? 3 Please provide any other suggestions that you believe could improve this self-assessment \V-1 9