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Governance & Nominating Committee (GNC) Report

Governance & Nominating Committee (GNC) Report. WECC Board Meeting – December 6-7, 2007. GNC Report. Two Action Items: 1. Approve a Charter for a proposed new WECC Reliability Coordination Committee (RCC); 2. Approve Revised Voting Procedures for WECC Standing Committees. GNC Report.

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Governance & Nominating Committee (GNC) Report

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  1. Governance & Nominating Committee (GNC) Report WECC Board Meeting – December 6-7, 2007

  2. GNC Report • Two Action Items: • 1. Approve a Charter for a proposed new WECC Reliability Coordination Committee (RCC); • 2. Approve Revised Voting Procedures for WECC Standing Committees

  3. GNC Report • Information Items: • Board Practice re Abstentions at Board Meetings; • Non-Affiliated Director Reliance on Class 1 through Class 3 Members and Entities List and timing of divestment of conflicts; • Class 4 Membership; and • WECC Board Officer Positions.

  4. Proposed RCC Charter GOVERNANCE OPTIONS RC Directors report to: 1. Board Committee - significant BA representation; 2. Board Committee - balanced representation; 3. WECC CEO, but required consultation with Board Committee - balanced OR significant BA rep.

  5. Proposed RCC Charter • Governance Considerations: • Reliability Coordination is a core WECC function • WECC Bylaws - CEO Responsibility • FERC concerns (independence & separation) • Strategic concerns

  6. Proposed RCC Charter • GNC Recommendation: Option #3 • Consistent with Bylaws; • Consistent with separation between RCs and BAs (FERC Funding Order); • Does not balkanize the organization or plant seeds for future further separation or conflict; • Representation by BAs and technical/operational experts; • Ensure significant operational, budget and personnel decisions are made with input from BAs and others.

  7. Proposed RCC Charter • Purpose/Responsibilities: • Advise the Board and CEO re operations, personnel and budget of WECC’s RCs. • RCC Authority: • CEO shall consult with RCC on any decisions related to RC budgets and any major decisions regarding RC function and operation. • RCC’s recommendations shall be advisory only, though RCC will have authority to calendar any matter within scope for consideration by the Board.

  8. Proposed RCC Charter • RCC Composition • Up to 7 members appointed by the Board Chair with concurrence of the Board • Substantial experience and expertise in systems operations, preferably within WECC • Majority shall be members of the Board • No majority of members employed by balancing authorities within WECC • Represent reasonable geographic diversity

  9. Reliability Coordination Committee Proposed motion: The Board approves the Charter for the Reliability Coordination Committee as recommended by the Governance and Nominating Committee.

  10. Voting Procedures for WECC Standing Committees • Existing Document - approved by Board? • Need to amend to provide for the rights of Interested Stakeholders to participate in Committee Meetings and vote on Reliability Standards.

  11. Voting Procedures for WECC Standing Committees • Issue One: Allow an individual who participates in Committee Voting to cast a vote for more than one Member Organization or Interested Stakeholder? • Issue Two: Allow Voting by telephone? • Issue Three: Allow Roll-Call Votes? • Issue Four: Allow Email Balloting in Some Circumstances?

  12. WECC Standing CommitteesVoting Procedures Proposed motion: The Board approves the document entitled “Voting Procedures for WECC Standing Committees” and directs that it be used to conduct voting at the WECC Standing Committees.

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