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WICF WORKSHOP. September 28, 1999 Las Vegas, Nevada. WICF GOALS. Promote Efficient Electric Markets Ensure Reliability of the Western Interconnection Increase Effectiveness of Grid Management Organizations Eliminate Overlap & Duplication of Effort
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WICF WORKSHOP September 28, 1999 Las Vegas, Nevada
WICF GOALS • Promote Efficient Electric Markets • Ensure Reliability of the Western Interconnection • Increase Effectiveness of Grid Management Organizations • Eliminate Overlap & Duplication of Effort • Clear Determination of Authority & Responsibility
WICF PRINCIPLES • Commercial & Reliability Interests are Inextricably Linked • Full & Equal Participation by Canadian & Mexican Members • Provide ADR • Identify Authority & Responsibility at Regional and Interconnection Levels • Minimize Forum Shopping
MORE WICF PRINCIPLES • Fair & balanced Governance Structure • Decision Process Open to All Interested Parties • Decision Procedures are Non-Discriminatory • Accountability is Clear • Minimize Gridlock & Indecision • Decisions Made in a Reasonable Time • No Industry Segment can Unilaterally Make or Veto a Decision
NRTA SWRTA WRTA WSCC CCPG CREPC CAISO NWPP Ken Peterson - Chair Vickie VanZandt Jack Davis Ron Nunnally Frank McElvain Armie Perez Alan Davis Scott Waples Paula Green Mark Mitchell Lloyd Greiner Glen Smyrl Dennis Eyre Jim Byrne Dick Brown Rich Nassief Doug Larson WICFSTEERING COMMITTEE Sets overall policy and directs drafting and legislative strategy groups Alan Davis - Chair Ken Peterson Paul Barber Bill Chamberlain Harlow Peterson Eric Christensen Robin Larson Paula Green Skip Helm Dennis Eyre Rich Nassief Dick Brown Jim Byrne Bud Krogh WICFLEGISLATIVE STRATEGY GROUP Sets legislative strategy: approves key documents WICFLEGISLATIVE ACTION COMMITTEE Clearinghouse for all legislative issues; prepares legislative documents; schedules meetings with D.C. support team; assigns WICF reps to meetings; clears testimony; reports to WICF LSG Dennis Eyre-Chair Ken Peterson Alan Davis Bud Krogh Jim Byrne WICFD.C. LEGISLATIVE SUPPORT TEAM Advises WICFLAC on Congressional strategy; schedules D.C. meetings; secures legislative documentation from WICFLAC; advises as to participation of WICF membership and industry groups Ken Williams - MPC Gary Bachman - PGP Rich Bechtel - WGA Joe Hartsoe - Enron Keith Kennedy - PAC Marshall Faust -PSNM Veronica Gutierrez - SCE Tod Neuenschwander - IPC Cynthia Sandherr - Enron Craig Gannet - Avista Steve Wright - BPA Frank Frisk - DOPD WESTERN INTERCONNECTION LEGISLATIVE EFFORT STRUCTURE WICF Congressional “Gatekeepers” House Senate Rep. Heather Wilson Sen. Slade Gorton (Luke Rose) (Phil Moeller) Protects Western Interconnection interests in delegation and deference. Linda Stuntz - DC Coordinator Coordinator - Linda Stuntz - Powerex / BCH
GOVERNANCE OPTIONS 1. 9 Member Board - Proportional Voting 2. 17 Member Stakeholder Board - 4 Member Classes 3. 21 Member Stakeholder Board - 4 Member Classes with Regional Diversity 4. 9 Member Non-Affiliated Board 5. 15 Member Stakeholder Board - 5 Member Classes 6. 21 Member Hybrid Board
GENERAL GOVERNANCE CONCEPTS • Functions and Duties • Conduct of Business • Alternative Election Process
BOARD FUNCTIONS AND DUTIES • Electing Officers • Hiring and Firing Key Staff • Adopting WIO Standards and Policies • Assigning Issues to Appropriate Committees • Budget and Accounting Oversight
MORE BOARD FUNCTIONS AND DUTIES • Set Record Date for Director Elections • Amend WIO Charter Documents • Refer Disputes to Appropriate Dispute Resolution Processes
CONDUCT OF BUSINESS • Normal Actions Require Simple Majority Vote • Some Actions Require Higher Standard; e.g. Change to Governance Documents • May desire Member Ratification of Change to Governance Documents
STAKEHOLDER BOARD GWG OPTION 2
STAKEHOLDER BOARD • 17 Directors • 4 Each from 4 Membership Categories • Chief Executive Officer (President) of WIO • Chair and Vice-Chair Selected from Elected Directors • President Votes only to Break Tie • Term of Office: 2 Years
STAKEHOLDER BOARD • Membership Categories • Major Transmission Utilities (MTU) • Non-Utility Suppliers (NUS) • Transmission Dependent Utilities (TDU) • Consumers, Commissioners & Public Interest Groups (CCP)
STAKEHOLDER BOARD • Director Qualifications • Qualified to Serve the Public Interest • Represent Reliability Concerns of WI • Reflect the Business and Geographic Diversity of WI • Consumers, Commissioners & Public Interest Groups (CCP) • Sign Qualification Statement
STAKEHOLDER BOARD • Director Qualification Statement 1. Consent to be Nominated 2. Availability & Willingness to Serve if Elected 3. Willingness & Ability to Abide by a Duty of Loyalty to WIO and Its Members 4. Willingness & Ability to a Duty of Care in Carrying Out the Director’s Responsibilities
STAKEHOLDER BOARD • Nomination Process • Nominating Committee Headed by Vice-Chair • Select One Candidate for Each Vacancy • Slate of Candidates To Reflect the Business, Geographic, and International Diversity of WIO • Additional Nominations • From Member Category - 20% Support
STAKEHOLDER BOARD • Election Process • Members Vote within Member Categories • Highest Number of Votes Wins • Ties Broken By Drawing Lots • International Representation • If Election Does not Provide International Representation, Board Size Increased By One Seat for A Nation’s Representative
PRO Assures Functional Balance Resembles Currently Acceptable Structures Larger Board Offers More Opportunity for Representation CON View That Board May Be Too Large to Manage Effectively Depends on Legal Duty to Assure Independent Action Possible to Not Have Regional Diversity STAKEHOLDER BOARD
PRO No One Group Can Dominate Assures International Membership on Board CON Reflects Existing Functional Categories Minorities Within Groups Might Not Be Represented STAKEHOLDER BOARD
PRO Nominating Process Has Both a Committee Process and Nominations From The Membership Promotes Stability: Compartmentalizes Governance Disagreements CON STAKEHOLDER BOARD
NON-AFFILIATED BOARD GWG OPTION 4
NON-AFFILIATED BOARD • 9 Directors • 8 Elected by Membership • Chief Executive Officer (President) of WIO • Chair Selected from Elected Directors • Chair Votes only to Break Tie • Term of Office: 3 Years
NON-AFFILIATED BOARD • Membership Categories • System Operator Organizations • Transmission Owners • Transmission Dependent Utilities • Load Serving Entities • Generators • Power Marketers/Brokers/Power Exchanges
NON-AFFILIATED BOARD • Membership Categories, cont. • Large Retail Customers • Small Retail Customers • Government Regulators/State/Provinces • Public Interest Groups
NON-AFFILIATED BOARD • Advisory Committee • Two Members from Each Membership Class • Action by Enhanced Majority Vote • Advisory Committee Members Attend Board Meetings
NON-AFFILIATED BOARD • Advisory Committee Duties • Select Slate of Director Candidates • Determine Board Compensation • Input on WIO Annual Budget (Approve Advisory Committee Portion) • Advise Board on Technical, Legal and Oversight Matters Relating to WIO Responsibilities
NON-AFFILIATED BOARD • Director Qualifications • No Affiliation With Existing WI Market Participants • Qualified to Serve the Public Interest • Represent Reliability Concerns of WI • Expertise in Technical Electric Reliability and Legal, Market, Financial & Regulatory Matters • Representative of Geographical Diversity and International Nature of WIO
NON-AFFILIATED BOARD • Director Affiliation Rules • Written Disclosure • Candidate or Household Member May Not Receive Compensation From Entities Associated with WIO
NON-AFFILIATED BOARD • Director Affiliation Rule Examples • Receiving Compensation from WIO Market Participant Disqualifies Candidate • Owning Shares in Mutual Fund with Holdings in WIO-Affiliated Organizations Will Not Disqualify • Potential Affiliation Will be Disclosed by Candidate and Determined by Other Non-Affiliated Directors
NON-AFFILIATED BOARD • Nomination Process • Advisory Committee Selects Slate of Candidates • Election Process • Members Vote En Masse - Highest Vote Totals Are Elected • Ties Broken By Drawing Lots • International Representation • No Special Rules to Guarantee Representation
PRO View That Non-Affiliation Will Produce An Unbiased Result “Non-Affiliation” Screen Could Provide Balance for Both Experience and Objectivity CON Possible Lack of Industry Experience by Directors Candidates Must Be Known to Members and Have Broad Appeal NON-AFFILIATED BOARD
PRO At-Large Voting Requires Candidates Have Broad Appeal Across Functions and Regions View That A Small Board Is Easy to Manage CON Possible Lack of Protection for Minorities Will Require Board Member Compensation NON-AFFILIATED BOARD
HYBRID BOARD GWG OPTION 6
HYBRID BOARD • Combines Positive Features of Stakeholder and Non-Affiliated Board Structures • Technical Expertise • Geographic Diversity & Representation • Guarantee of National Representation
HYBRID BOARD • 21 Directors • 4 Each from 4 Membership Categories • 4 Non-Affiliated Directors • Chief Executive Officer (President) of WIO • Chair and Vice-Chair Selected from Elected Directors • Chair Votes only to Break Tie • Term of Office: 2 Years
HYBRID BOARD • Member-Class Director Qualifications • Qualified to Serve the Public Interest • Represent Reliability Concerns of WI • Reflect the Business and Geographic Diversity of WI • Consumers, Commissioners & Public Interest Groups (CCP) • Sign Qualification Statement
HYBRID BOARD • Non-Affiliated Director Qualifications • No Affiliation With Existing WI Market Participants • Qualified to Serve the Public Interest • Represent Reliability Concerns of WI • Expertise in Technical Electric Reliability and Legal, Market, Financial & Regulatory Matters • Representative of Geographical Diversity and International Nature of WIO
HYBRID BOARD • Director Affiliation Rules • Written Disclosure • Candidate or Household Member May Not Receive Compensation From Entities Associated with WIO
HYBRID BOARD • Nomination Process • Nominating Committee Headed by Vice-Chair • Select One Slate of Candidates for Each Stakeholder Vacancy to Reflect the Business, Geographic, and International Diversity of WIO • Select Second Slate of Non-Affiliated Candidates
HYBRID BOARD • Additional Nominations • From Member Category - 20% Support
HYBRID BOARD • Election Process: Stakeholder Directors • Members Vote within Member Classes • Highest Number of Votes Wins • Ties Broken by Drawing Lots • Election Process: Non-Affiliated Directors • Stakeholder Directors Elect Non-Affiliated Directors • National Representation Guaranteed
PRO Balances Preferences for Stakeholder and Non-Affiliated Members on Board No One Group Can Dominate Assures International Membership on Board CON View That Board May Be Too Large to Manage Effectively Depends Somewhat on Legal Duty to Assure Independent Action Possible to Not Have Regional Diversity HYBRID BOARD
PRO “Non-Affiliation” Screen Could Provide Balance for Both Experience and Objectivity Resembles Currently Acceptable Structures Visible Stakeholder Representation CON Will Require Board Compensation for Non-Affiliated Members Minorities Within Groups Might Not Be Represented HYBRID BOARD
PRO Larger Board Offers More Opportunity for Stakeholder/Regional Representation Assures Functional Balance Relatively Simple Election Procedures CON Partially Reflects Existing Functional Categories HYBRID BOARD
PRO Nominating Process Has Both a Committee Process and Nominations From The Membership Promotes Stability: Compartmentalizes Governance Disagreements CON HYBRID BOARD
GOVERNANCE OPTIONS 2. 17 Member Stakeholder Board - 4 Member Classes 4. 9 Member Non-Affiliated Board 6. 21 Member Hybrid Board
ALTERNATIVE ELECTION PROCESS • Known as the “Hare System” • Ensures a Board Reflecting the Proportional Distribution of Members • Protects Voting Minorities • Could Allow a Small Board With Industry Expertise - No “Independence” Test • Complex Voting Process
REGIONAL RELATIONSHIPS Options for the relationship between the WIO and Regional Entities WICF Workshop September 28, 1999