southwest power pool, inc. corporate governance … materials 20181220_pgd.pdfmaster’s degree in...

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Southwest Power Pool, Inc. CORPORATE GOVERNANCE COMMITTEE MEETING

December 20, 2018 Conference Call

• A G E N D A •1:00 – 4:00 p.m.

1. Call to Order and Administrative Items……………………………………………...............Nick Brown

2. Vacancies

a. Members Committee

i. Cooperatives Sector1. Matt Caves, Western Farmers Electric Cooperative2. Tom Christensen, Basin Electric Power Cooperative3. Zac Perkins, Tri-County Electric Cooperative, Inc.

b. MOPC Chair and Vice Chair

i. Denise Buffington – KCP&L and Westar, Evergy Companies - TOii. Holly Carias – NextEra Energy Resources, LLC - TUiii. Bill Grant – Xcel Energy/SPS - TOiv. Lloyd Linke – Western Area Power Administration - TOv. Al Tamimi – Sunflower Electric Power Corporation - TO

3. Governance Changes: Appeals……………………………...……..…Larry Altenbaumer/Paul Suskie

4. Future Meetings

a. March 26, 2019 Dallas, TX

b. Confirm

i. August 22, 2019ii. November 14, 2019

5. Executive Session

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Sector Representative Company Term Expires

IOU Bleau LaFave NorthWestern Energy 2019

IOU Peggy Simmons Public Service Co. Oklahoma 2019

IOU David Hudson SPS/Xcel Energy 2020

IOU Greg McAuley Oklahoma Gas & Electric Company 2020

IOU Blake Mertens Liberty Utilities (Empire District) 2021

IOU Kevin Noblet KCPL and Westar, Evergy Companies 2021


Cooperative Stuart Lowry Sunflower 2019

Cooperative Mike Risan Basin Electric 2019

Cooperative Duane Highley AECC 2020

Cooperative Jason Atwood Northeast Texas Electric Cooperative 2021

Cooperative Mike Wise Golden Spread 2021


Municipal Jeff Knottek City Utilities Springfield 2019

Municipal Dave Osburn Oklahoma Municipal Power Authority 2020


IPP/Marketers Rob Janssen Dogwood 2019

IPP/Marketers Holly Carias NextEra Energy 2020

IPP/Marketers Kevin Smith Tenaska 2021

Members Committee (24 Members)

Vacancies (In Red)

Investor Owned Utility Sector (6 Seats)

Cooperative Sector (5 Seats)

Municipal Sector (2 Seats)

Independent Power Producer/Marketers Sector (3 Seats)

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State Agencies Joe Lang Omaha Public Power District 2020

State Agencies Tom Kent Nebraska Public Power District 2021


FPMA Jody Sundsted WAPA 2021


Transco Brett Leopold ITC Great Plains 2019


Industrial Chris Hendrix Walmart 2020


PI/Alternative VACANT 2021

PI/Alternative VACANT 2020


Retail VACANT 2019

Small Retail Customer Sector (1 Seat)

State Agencies Sector (2 Seats)

Federal Power Marketing Agency Sector (1 Seat)

Large Retail Customer Sector (1 Seat)

Independent Transmission Company Sector (1 Seat)

Public Interest/Alternative Power Sector (2 Seats)

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Nomination Form Nominee Name & Title:

Tom Christensen Senior Vice President of Transmission, Engineering, and Construction

Sector:

Cooperative

Company (TO/TU):

Basin Electric Power Cooperative (TO)

Type of Experience & Responsibilities with Company:

Tom is currently senior vice president of transmission, engineering, and construction at Basin Electric Power Cooperative. Tom received a Bachelors’ degree in electrical engineering from North Dakota State University and a Master’s degree in business administration from the University of North Dakota. He is a senior member and past chairman of the Missouri Slope Section of IEEE. Tom has 35 years of electric utility experience in generation and transmission, including planning, marketing, operations, construction, and regulatory. In his current position as senior vice president at Basin Electric, he is responsible for transmission planning, regulatory, engineering, and construction.

Nominee’s Phone Number & Email Address:

(701) 557 5393 (w) (701) 226 9496 (cell) [email protected]

Nominated by:

Mike Risan, Basin Electric Membership Representative

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Nomination Form Nominee Name & Title:

Zac Perkins CEO Tri County Electric Cooperative (TCEC)

Sector:

Cooperative

Company (TO/TU):

TU


Zac has been Assistant CEO or CEO for the past 10 years for TCEC.


[email protected] (580) 652 3855

Nominated by:

Chris Giles

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mailto:[email protected]

From: Osburn, David Sent: Wednesday, October 31, 2018 10:20 AMTo: Paul SuskieSubject: **External Email** Corporate Governance Committee

Paul,

It is my understanding that there will be an opening on the Member’s Committee in the CooperativeSector, and that Zac Perkins of TCEC has been nominated. While OMPA is not a member of thissector, I would still like to offer my support for Zac. I have had the pleasure of working with him inthe past and feel he would be a good addition.

Please forward to the Committee on my behalf.

Thanks,

David OsburnOMPA“owned by the members we serve”____________

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mailto:/O=SPPCORP/OU=EXCHANGE ADMINISTRATIVE GROUP (FYDIBOHF23SPDLT)/CN=RECIPIENTS/CN=SMSCOTT1


MOPC Nomination Form Nominee Name & Title:

Denise Buffington Director, Federal Regulatory Affairs

Company :

KCP&L and Westar, Evergy Companies


Denise Buffington provides a leadership role on SPP initiatives and activities related to: energy markets, transmission expansion and federal regulatory matters. Denise coordinates and directs the efforts of departments and employees engaged in SPP RTO activities and governmental agencies such as FERC and NERC as they relate to bulk electric system.

Denise provides a leadership role for KCP&L's and Westar's policy and decision-making for FERC, Department of Energy, state commissions and other governing agencies concerning bulk electric system matters, RTO matters, energy markets, transmission rates, terms of service, system planning, interconnections, operations and NERC compliance.

Denise Buffington serves as the President of Prairie Wind Transmission and the Vice President of Transource Energy.

Denise has previously served on task forces and is currently a member of several high level working groups and committees: Z2 Task Force (Chair), Holistic Integrated Tariff Team, Markets and Operations Policy Committee and Corporate Governance Committee. Denise also actively participates in several other committee meetings including: Finance Committee, Strategic Planning Committee, Regional State Committee and the BOD.

Denise has been an active member of MOPC since 2013.


816-556-2683 [email protected]

Nominated by:

Kevin Noblet and Noman Williams

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Holly Carias; Sr. Director, Regulatory Affairs

Company :

NextEra Energy Resources, LLC


In Holly’s current role on the NextEra Regulatory and Legislative Team, she is responsible for coverage of the stakeholder process for both MISO and the SPP region. Since Holly covers multiple regions, I believe she would be a very valuable asset to the SPP Market Operations and Policy Committee as either the Chair or Vice Chair. Prior to this role, Holly was on our Power Origination team negotiating and executing long-term energy purchases and sales contracts with various public power entities and cooperatives. Holly started with the company in our Wind Development team focused on development of projects in the SPP region. Her main responsibilities included site prospecting, financial analysis, contract negotiations, and coordinating with internal subject matter experts. It was during this role that Holly became familiar with SPP. She frequently attended stakeholder groups including the MOPC and several working groups. In addition, Holly advocated for NextEra to become a SPP member and allocate a Regulatory individual to the SPP region. Holly is from Oakley, Kansas. She holds a BS in Mathematics from Kansas State University, and a MA in Human Resource Management from Webster University. Prior to joining NextEra Energy, she worked for the Air Force as a Personnel Officer and was stationed in Kansas, Alaska, and Illinois.

Holly is currently a member of several high level working groups and committees: Holistic Integrated Tariff Team, Markets and Operations Policy Committee and Members Committee. Holly also actively participates in several other committee meetings including: Cost Allocation Working Group, Finance Committee, Regional State Committee and the Strategic Planning Committee.


561-358-6821; [email protected]

Nominated by:

Michele Wheeler, VP, Regulatory and Political Affairs

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Bill Grant RVP Regulatory and Strategic Planning

Company :

Xcel Energy/SPS


Director of Power Operations/Xcel Manager Transmission Control Center Director Strategic Planning RVP Regulatory and Strategic Planning



Nominated by:

David Hudson

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Lloyd A. Linke; Vice President of Operations for the Upper Great Plains

Company :

Western Area Power Administration – Upper Greats Plains Region


Lloyd Linke is currently Western Area Power Administration’s Vice President of Operations for the Upper Great Plains Region. In his current position he is responsible for the operation, planning of the Upper Great Plains Region’s transmission. Lloyd served as the Administrator of the Alaska Power Administration prior to returning to Western. In this position he served as CEO and was responsible for all functions and business lines of the Alaska Power Administration. He has worked in several areas within the electrical power industry including maintenance, construction, power billing, marketing, and operations of high voltage transmission systems and hydroelectric generation facilities. Lloyd has over thirty five years of experience in the electrical power industry and received a degree in Electrical and Electronics Engineering from the North Dakota State University. He currently is a director on the Midwest Reliability Organization Board; a member on the NERC Members Representative Committee, the Chair of the NERC Operating Committee and member of the Southwest Power Pool Markets and Operations Policy Committee. He has served as a Board member of the Pacific Northwest Security Coordinator, Chair of the MAPP Reliability Committee and Regional Reliability Committee, member of MRO initial Bylaws Committee and MRO transition team.



Nominated by:

Lloyd A. Linke

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Al Tamimi VP, Transmission Planning & Policy

Company :

Sunflower Electric Power Corporation


I joined Sunflower in 2001 as a transmission & distribution planning engineer and was promoted to Vice President of Transmission Planning, Policy & compliance in 2015. My current responsibilities include overseeing transmission & distribution planning and designing transmission and distribution facilities to meet the needs of Sunflower and our Members’ transmission and distribution systems. I also focus on transmission and market policy issues that impact our system resources. I was also responsible for developing a near term and a long-term transmission strategic plan and developed options and opportunities and led the Sunflower/Mid-Kansas effort in bidding and winning the first FERC Order 1000 project in SPP. Other responsibility I have with Sunflower is to manage all our NERC and CIP compliance activities.

I have served on several Southwest Power Pool (“SPP”) working groups, task forces and committees since 2007, including the Economic Studies Working Group (“ESWG”), Markets and Operations Policy Committee (“MOPC”), Synchrophasor Task Force, Chair for the Generation Interconnection Improvement Task Force (“GIITF”), Chair for the High Priority Incremental Load Study (“HPILs”), System Operating Limit task force and the stability criteria task force under TWG. I am also currently a member of the HITT team.

My education is in power system engineering and business “MBA” program focused on strategy developments for corporates. I hold a master’s degree in electrical engineering from Wichita State University and a Doctor of Philosophy (Ph.D.) degree in electrical engineering from Kansas State University and I attended the MBA program at Baker University.

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I am widely published in industry publications including the world’s largest technical professional society, The Institute of Electrical and Electronics Engineers (“IEEE”). Most of my publications were focused on optimization of transmission investments as they relate to high penetration of wind integration in rural communities. I have also earned a senior member status in the IEEE society. I became a licensed professional engineer in Kansas in 2005.



Nominated by:

Self

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Southwest Power Pool, Inc. STAFF

Recommendations/Options for the Corporate Governance Committee December 20, 2018

Revision to Bylaws/Governance Changes: Appeals

Background

The process for appealing an action taken or recommended by any Organizational Group is set forth in section 3.10 of the SPP Bylaws. A draft amendment to this provision was considered by the Committee on November 20, 2018, and tabled for further review and discussion. The companion Board of Directors policy statement authorizing SPP staff to submit regulatory filings upon Markets and Operations Policy Committee approval absent appeal pursuant to section 3.10 of the Bylaws was approved at that time by the Committee for recommendation to the Board and was subsequently approved by the Board on December 4, 2018.

Based upon the Corporate Governance Committee (CGC) discussion at the November 20 meeting, SPP staff has prepared draft amendments to the SPP Bylaws to modify the threshold required to appeal to the SPP Board of Directors for the CGC’s consideration. These recommendations and options are based upon the November 20 discussion.

Analysis

SPP staff presents the following three options for CGC consideration in response to the Committee’s November 20 discussion, as outlined below and reflected in the attached redline versions of Bylaws section 3.10 – Appeals:

Option 1

SPP staff proposes the option to modify the status quo (i.e., that any Member may appeal to the Board any action taken or recommended by an Organizational Group) to require that a written request of appeal be submitted to the Corporate Secretary prior to the next regularly scheduled Board of Directors meeting following the Organizational Group action or inaction at issue. This change is necessary as certain Organizational Group actions will not be scheduled for Board consideration unless appealed. It also clarifies to whom request for appeals must be submitted.

Option 2

In addition to the proposal that a written request of appeal be submitted to the Corporate Secretary prior to the next regularly scheduled Board of Directors meeting following the Organizational Group action or inaction at issue (discussed in Option 1 above) –

SPP staff proposes the option that the threshold required to appeal to the Board be modified to at least 20% of the existing Members1 (or such other percentage as the Committee may desire). It is proposed

1 Twenty percent of the Members/the existing Membership is the threshold stipulated in the Bylaws to initiate removal proceedings for directors (section 4.4) and Members Committee representatives (section 5.1.3), and to add additional director nominees to the ballot (section 4.3(d)).

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that Members supporting an appeal who are within a group of Members with Affiliate Relationships be counted as a single Member by group in the total number of Members supporting an appeal (the nominator) and that each group of Members with Affiliate Relationships be counted as a single Member in the total number of existing Members (the denominator).

Option 3

In addition to the proposal that a written request of appeal be submitted to the Corporate Secretary prior to the next regularly scheduled Board of Directors meeting following the Organizational Group action or inaction at issue (discussed in Option 1 above) – SPP staff proposes the option that the threshold required to appeal to the Board be modified to at least 20% of the existing Members (or such other percentage as the Committee may desire) and at least 50% (or such other percentage as the Committee may desire) of the load in the SPP region (based on the prior calendar year’s load). As with Option 2, it is proposed that Members supporting an appeal who are within a group of Members with Affiliate Relationships be counted as a single Member by group in the total number of Members supporting an appeal (the nominator) and that each group of Members with Affiliate Relationships be counted as a single Member in the total number of existing Members (the denominator).

Recommendation SPP staff recommends approval of the preferred option of those outlined above and reflected in the attached redline versions of Bylaws section 3.10 – Appeals. Action Requested: Approve Recommendation.

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Governing Documents Tariff --> Bylaws, First Revised Volume No. 4 --> Bylaws 3.0 Organizational Administration --> Bylaws 3.10 Appeal

Effective Date: 8/5/2010 - Docket #: ER10-2145 - Page 1

3.10 Appeal

Should any Member or group of Members disagree on an action taken or

recommended by any Organizational Group, such Member(s) may, upon written request

to the Corporate Secretary, appeal and submit an alternate recommendation to the Board

of Directors prior to the next regularly scheduled Board of Directors meeting following

such Organizatoinal Group action or inaction.

Deleted: in writing

Deleted: at which consideration of the action by the Board of Directors is scheduled

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3.10 Appeal



to the Corporate Secretary evidencing support of a least 20 percent [or such other

percentage as the Committee may desire] of the existing Membership, appeal and

submit an alternate recommendation to the Board of Directors prior to the next regularly

scheduled Board of Directors meeting following such Organizational Group action or

inaction. For purposes of computing the percentage of the Membership required for an

appeal pursuant to this section, Members supporting an appeal who are within a group of

Members with Affiliate relationships shall be considered a single Member by group in

the total number of Members supporting an appeal, and each group of Members with

Affiliate Relationships shall be considered a single Member in the total number of

existing Members.

Deleted: in writing


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3.10 Appeal



to the Corporate Secretary evidencing support of at least 20 percent [or such other

percentage as the Committee may desire] of the existing Membership and at least 50

percent [or such other percentage as the Committee may desire] of the load in the SPP

region (based on the prior calendar year’s load), appeal and submit an alternate

recommendation to the Board of Directors prior to the next regularly scheduled Board of

Directors meeting following such Organizational Group action or inaction. For purposes

of computing the percentage of the Membership required for an appeal pursuant to this

section, Members supporting an appeal who are within a group of Members with Affiliate

relationships shall be considered a single Member by group in the total number of

Members supporting an appeal, and each group of Members with Affiliate Relationships

shall be considered a single Member in the total number of existing Members.

Formatted: Font: Bold, Highlight

Deleted: in writing


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