Agenda Board of Directors Nominating & Governance … of Directors Library...2019/03/13 · may...

Agenda Board of Directors • Nominating & Governance Committee March 13, 2019 • 3:30 – 5:30 PM (EPT)

ReliabilityFirst Corporation 3 Summit Park Drive, Suite 600 • Cleveland, OH 44131 Room: 5th Floor, Michigan and New Jersey Conference Rooms Attire: Business Casual

Open Agenda

1. Call to Order – Larry Irving, Chair

2. Appoint Secretary to Record Minutes

3. Antitrust Statement – Rob Eckenrod

4. Minutes from November 28, 2018 and February 11, 2019 Board Nominating andGovernance Committee MeetingsPresenter: Larry IrvingReference: a) Draft minutes from November 28, 2018 meeting

b) Draft minutes from February 11, 2019 teleconferenceAction: Approve Minutes

5. Timetable of Key ReliabilityFirst EventsPresenter: Description:

Reference: Action:

Larry Bugh Mr. Bugh will present the Nominating and Governance Committee 2019 Timetable of Key Events for review and discussion. Timetable of Key Events Review

6. Process to Review Effectiveness of Organizational GroupsPresenter: Description:

Reference: Action:

Larry Bugh Mr. Bugh will lead the discussion of the annual review of the Organizational Groups’ effectiveness. Summary Information / Discussion

Nominating and Governance Committee Agenda March 13, 2019

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7. At-Large and Independent Directors Nominee Selection ProcessPresenter: Megan Gambrel Description: Ms. Gambrel will lead the annual review of the nominee selection

process for At-large and Independent Directors. Reference: a) Procedure Document

b) At-Large Director Selection Criteriac) Independent Director Selection Criteria

Action: Information/Discussion

8. Next MeetingMay 22, 2019 Cleveland, OH

Closed Agenda

9. 2019 Director TrainingPresenter: Megan Gambrel Description: Megan Gambrel will present a draft agenda for the May 2019 annual

director training event, for discussion and approval. Reference: a) Confidential Training Summary Document

b) Confidential Draft Agenda for 2019 Director Training Action: Approve Agenda for 2019 Director Training

10. Governance Discussion

Presenter: Rob Eckenrod Description: Mr. Eckenrod will lead a continuing discussion on potential

alternatives to RF’s current governance and oversight construct. Action: Discussion

11. Adjourn

Roster • Nominating & Governance Committee

Larry Irving, Chair • Independent (2021) Matthew Paul, Vice Chair • DTE Energy Company (M-LSE • 2019) Bob Mattiuz • FirstEnergy (T • 2021) Susan Sosbe • Wabash Valley Power Association (S-LSE • 2020) Lynnae Wilson • CenterPoint Energy (T • 2020)

a) Draft minutes from November 28, 2018 meeting

Separator Page

DRAFT Minutes Board of Directors • Nominating & Governance Committee November 28, 2018 • Washington, DC Trump International Hotel 1100 Pennsylvania Avenue N.W. • Washington, DC 20004

Open Session

Call to Order – Chair Larry Irving called to order a duly noticed open meeting of the Nominating & Governance Committee (NGC) on November 28, 2018 at 3:30 pm (ET). A quorum was present, consisting of the following members of the NGC: Larry Irving (Chair); Matthew Paul (Vice-Chair); Michael Bryson; and Susan Sosbe. A list of others present during the NGC meeting is set forth in Attachment A. Appoint Secretary to Record Minutes – Chair Irving designated Megan Gambrel as secretary to record the meeting minutes. Antitrust Statement – Megan Gambrel advised all present that this meeting is subject to, and all attendees must adhere to, ReliabilityFirst’s Antitrust Compliance Guidelines.

Approve Minutes from August 29, 2018 Board Nominating and Governance Committee Meeting – Chair Irving presented draft minutes for the August 29, 2018 NGC meeting. Upon a motion duly made and seconded, the NGC approved the minutes as presented. Timetable of Key ReliabilityFirst Events – Larry Bugh led a discussion on the Timetable of Key ReliabilityFirst Events (Timetable), which was included in the agenda package. The Timetable provides details on and dates for key ReliabilityFirst corporate governance action items and events. Reliability Committee Governance Revisions – Jeff Mitchell presented proposed revisions to the Reliability Committee governance document, submitted by the Reliability Committee. The proposed revisions state that the Reliability Committee would be responsible for the review and approval of all Subcommittee and Task Force governance documents. The NGC did not approve the revisions, and agreed that the Reliability Committee may not approve Subcommittee and Task Force governance documents, but may endorse them for NGC review and approval.

Nominating and Governance Committee Minutes November 28, 2018

2

Evaluate Committee Performance and Charter – Ms. Gambrel led a discussion on the Summary of NGC’s Performance of Specific Duties for 2018, which was included in the agenda package. The NGC concluded that it has met all of its specific duties for the year. Upon a motion duly made and seconded, the NGC accepted the Summary of NGC’s Performance of Specific Duties for 2018. Ms. Gambrel then led the annual review of the NGC Charter (Charter). The NGC discussed amending the Charter to require NGC approval of Reliability Committee, Subcommittee, and Task Force governance documents. Upon a motion duly made and seconded, the NGC agreed to this amendment. Staff will circulate the revised Charter for approval during the next NGC meeting.

Next Meeting – Chair Irving noted that the next NGC meeting will occur on November 28, 2018 in Washington, DC. Chair Irving moved the NGC into closed session at 4:03 pm (ET). All guests recused themselves at this time.

Closed Session

2019 Board Training– Megan Gambrel led a discussion on topics for the 2019 Board of Directors training (2019 Training). She provided an overview of previously provided training topics and previously requested training topics. The NGC added human performance as a topic for the 2019 Training, and asked staff to survey the Board for additional suggested topics. The NGC discussed seeking more detailed training in the future, and staff will continue to share draft training slides with the NGC for review prior to the training taking place. The NGC agreed to hold shorter training sessions during the March, May, and September Board meetings, in addition to the May Board training event. The NGC also agreed that AEP will conduct a training on relay settings, operations, and misoperations during the March 2019 Board meeting. Board Chair and Vice Chair for 2019 – Chair Irving led a discussion on the candidates for Board Chair and Vice Chair for 2019. During this discussion, he stated that traditionally the Board Chair and Vice Chair serve two-year terms, and that Lisa Barton and Simon Whitelocke have each served one year in their positions as Board Chair and Vice Chair. Upon a motion duly made and seconded, the NGC nominated Lisa Barton as Board Chair and Simon Whitelocke as Board Vice Chair for 2019.


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Board Committee Assignments and Committee Chairs/Vice Chairs for 2019 – Chair Irving and Mr. Bugh led a discussion on Board Committee Assignments. Upon a motion duly made and seconded, the NGC recommended the following Board Committee assignments:

Finance & Audit Committee: Patrick Cass (Chair); Simon Whitelocke; Scott Etnoyer; Jennifer Curran, Lisa Barton Compensation Committee: Kenneth Capps (Chair); Brenton Greene; Jennifer Sterling; Lou Oberski Compliance Committee: Brenton Greene (Chair); Patrick Cass (Vice Chair), Lou Oberski Kenneth Capps Nominating & Governance Committee: Larry Irving (Chair); Matthew Paul (Vice Chair); Bob Mattiuz, Susan Sosbe; Lynnae Wilson

Compensation Survey for Independent Directors – Larry Bugh led a discussion

regarding a potential option for gathering information on independent director compensation. He noted that in the past, the NGC has consulted a compensation survey from the National Association for Corporate Directors, but this survey covers for profit organizations and therefore is of limited use for ReliabilityFirst. Mr. Bugh reported that NERC uses Willis Towers Watson for their director compensation survey. He stated that NERC is pleased with the firm’s service, and the cost of the survey is approximately $30,000. The NGC discussed obtaining a group NERC/Regional rate from Willis Towers for an annual independent director compensation study, and asked Mr. Bugh to ask Tim Gallagher to speak with his peers about this possibility.

Adjourn – Upon a motion duly made and seconded, Chair Irving adjourned the NGC meeting at 4:38 pm.

As approved on this __ day of March, 2019 by the Nominating and Governance Committee,

Robert Eckenrod Vice President and General Counsel


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Attachment A

Others Present During the Nominating and Governance Committee Meeting

Shon Austin • ReliabilityFirst Larry Bugh • ReliabilityFirst Ken DeFontes • NERC Board of Trustees Megan Gambrel • ReliabilityFirst, Interim Corporate Secretary Jeff Mitchell • ReliabilityFirst Ray Sefchik • ReliabilityFirst Kristine Senk • ReliabilityFirst Brian Slocum • ITC Brian Thiry • ReliabilityFirst Matt Thomas • ReliabilityFirst

DRAFT Minutes Board of Directors • Nominating and Governance Committee Teleconference February 11, 2019 • Cleveland, OH ReliabilityFirst Corporation 3 Summit Park Drive, Suite 600 • Cleveland, OH 44131

Closed Agenda

Call to Order – Chair Larry Irving called to order a duly noticed closed meeting of the Nominating and Governance Committee (NGC) on February 11, 2019 at 10:30 am (ET). A quorum was present, consisting of the following members of the committee: Chair Larry Irving, Vice Chair Matthew Paul, Susan Sosbe, Lynnae Wilson, and Bob Mattiuz.

A list of others present during the meeting is set forth in Attachment A. Appoint Secretary to Record Minutes – Chair Irving designated Megan Gambrel as the secretary to record the meeting minutes.

Board Governance Considerations and Proposals – Rob Eckenrod led a discussion on potential alternatives to ReliabilityFirst’s current governance and oversight construct. The NGC discussed NERC’s recently created board governance principles for the Regions, and their application to ReliabilityFirst’s current governance structure. The NGC discussed different options for ReliabilityFirst to address the board governance principles. Mr. Eckenrod will present these governance options, and the NGC’s thoughts on these options, to the full Board during the March 2019 Board meeting. The NGC also discussed leading corporate governance practices to consider for ReliabilityFirst, including age limits, term limits, limits on the number of boards served, and the potential creation of a risk committee. The NGC requested staff to research NERC and the other Regions’ practices in these areas, for further discussion during the next meeting.

Adjourn – Upon a motion duly made and seconded, Chair Irving adjourned the meeting at 11:35 am (ET).

Board of Directors Nominating & Governance Committee • Teleconference Minutes

February 11, 2019

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Attachment A

Others Present During the Finance & Audit Committee Meeting

Rob Eckenrod • ReliabilityFirst, Vice President & General Counsel Megan Gambrel Larry Bugh

Timetable of Key Events

Separator Page

Key:

Staff – RF Staff, NGC – Nominating and Governance Committee,

Board – full RF Board of Directors,

SCM – Stakeholder Committee Members

ME – Member Entities February 21, 2019

Board Nominating & Governance Committee Meeting

NOMINATING AND GOVERNANCE COMMITTEE

2018-2019 Timetable of Key Events

Meeting/Activity Date Action Location /Comment Owner

January 7, 2019 Distribute Board / Committee

Governance surveys to staff and

Board (even years)

Surveys conducted bi-

annually in even-

numbered years. Allow 2

weeks for survey

completion.

Staff

January 25, 2019 Board / Committee Governance

surveys due (even years)

Board

January 25, 2019 Board Training topic

recommendations due

Board

March 13, 2019 Committee Meeting:

- Assess Quality of Information

Management Presents to Board

(even years)

- Review Board Governance

Survey results (even years)

- Discuss Process to Review

Effectiveness of Organizational

Groups

- Discuss At-Large and

Independent Directors Nominee

Selection Process

- Discuss / Endorse Board

Training for May 2019 (Closed

Session)

Cleveland, OH NGC

March 14, 2019 Board Meeting

- Approve Governance Guidelines

Changes (if any)

- Approve Committee Charter

Changes (if any)

- Approve Board Training for

May 2019

- Review Board/Committee/Staff

Survey Results (Governance)

(even years)

Cleveland, OH Board

April 1, 2019 Distribute Effectiveness of

Organizational Group Surveys (odd

years except CIPC every year)

Staff

April 1, 2019 Distribute Individual Director

Evaluation of Independent and At-

Large Directors to Board and

President

Staff

April 26, 2019 Due Date - Effectiveness of

Organizational Group Surveys

SCM

Key:







May 1, 2019 Distribute draft Bylaw

Amendments (if applicable) and

updated Timetable to Committee in

Committee meeting agenda package

Distribute proposed resolutions for

Industry Sector Special Meetings in

Board meeting agenda package as

necessary

Staff

May 3,2019

Due Date - Evaluation of

Independent and At-Large Directors

Board

May 22, 2019 Annual Board of Directors Training Cleveland, OH NGC

May 22, 2019 Committee Meeting

- Review Effectiveness of

Organizational Groups

- Review Procedures for

Electing Directors

- Review Criteria for

selecting At-Large and Independent

Directors (odd years)

- Review Proposed Bylaws

Changes (if any)

- Review Code of Conduct

(Closed Session)

- Evaluate incumbent At-

Large and Independent Directors

- Determine whether to re-

nominate Independent and/or At-

Large incumbents

- Review Directors

Compensation Survey

- Review ReliabilityFirst

Bylaws

Cleveland, OH NGC

May 23, 2019 Board Meeting

- Declare August 9, 2019 as

Meeting Date to vote and set

Record Date of July 13, 2019 to

vote for Industry Sector

Directors

Cleveland, OH

Board

June 7, 2019 Deadline for Changing Industry

Sectors to Vote for Directors in

New Industry Sector

60 days before to be

effective for meeting

Staff/ME

June 7, 2019 Initiate search for Independent and

At-Large Director (if applicable)

Staff/NGC

June 8, 2019 Solicit Nominees for Industry

Sector Directors (RTO and Supplier

sectors)

15 days given Members to

provide Nominees

Staff/ME

June 10, 2019 Update on progress of search for

Independent and At-Large Director

(if applicable)

Conference Call or Email NGC

Key:







June 22, 2019 Cut-Off Date for Sector Director

Nominees (Secretary to Report

Nominees to Committee Chair)

Staff

July 13, 2019 Record Date for Members to Vote

for Industry Sector Directors

Record Date cannot be

more than 40 days before

date vote is taken

Staff

July 26, 2019 Distribute Committee Assignment

Survey

Staff

July 26, 2019 Review list of potential

Independent and At-Large Director

candidates – Schedule interviews (if

applicable)

Conference Call NGC

July 30, 2019 Distribute Telephonic Meeting

Notice, Nominee Information,

Voting Instructions and Proxies to

Members for Industry Sector

Director Elections

Notice must be provided

not less than 5 nor more

than 60 days before date

vote is taken

Staff

August 5, 2019 Telephonic Meeting to Vote for

Industry Sector Directors

Directors-elect are Declared and

Committee is notified

Staff/Member

Entities

August 7, 2019 Committee interviews Independent

Director Candidate(s)

(if applicable)

Conference Call(s) or

In-person

NGC

August 16, 2019 Committee interviews At-Large

Candidate(s) (if applicable)

Conference Call(s) NGC

August 16, 2019 Due Date – Committee Assignment

Survey

Staff/Board

August 21, 2019

Committee Meets

- Discuss/Approve content

of Board/Committee/Staff Survey

(Governance) (Surveys conducted

in Even Years)

- Discuss Board Training –

2019 (Closed Session)

- Nominate At-Large and

Independent Director Candidates

- Discussions of Board

Committee Assignments and Chairs

for 2019

- Endorse Amended Bylaws

for approval by full Board if

applicable.

- Endorse Amended Code of

Conduct if applicable.

Cleveland, OH NGC

August 22, 2019 Board Meeting

- Declare 2019 Annual

Meeting of Members to be held

November 21, 2019 and Set Record

Cleveland, OH Board

Key:







Date of October 27, 2019 to vote at

the Annual Meeting

- Approve Amended Bylaws

and Authorize Vote by Members at

the Annual Meeting (Closed

Session)

- Discuss Board Training –

2020

August 23, 2019 Distribute proposed resolutions for

Annual Meeting of Members in

Board Meeting agenda package.

Distribute to Committee

Information on geographic and

functional representation of the

Board for At-Large Candidate

consideration (if applicable)

Distribute Draft of Bylaws

Amendments and Memo explaining

changes (if applicable)

Staff

September 27, 2019 Deadline for Changing Industry

Sectors to Vote in the New Industry

Sector at the Annual Meeting of

Members

At least 60 days before to

be effective for meeting

Staff/Member

Entities

September 30, 2019 Record Date for Annual Meeting of

Members

Record Date cannot be

more than 60 days before

date vote is taken

Staff

September 30, 2019 Distribute Conflict of Interest

annual update request

Staff

November 1, 2019 Distribute Notice and Solicit

Proxies for Annual Meeting of

Members

Distribute Voting Procedures,

Nominee Information and Voting

Instructions to Members

Notice must be provided

not less than 5 nor more

than 60 days before date

vote is taken

Staff

November 20, 2019

Committee Meets

- Review Governance Guidelines

- Review Committee Charter

- Discuss Board/Committee/Staff

Survey Results (Governance)

(Surveys conducted in even

years)

- Evaluate Board Effectiveness,

Composition, Structure

- Evaluate Committee

Performance

- Discuss 2020 Board Training

topics (Closed Session)

Washington, DC

NGC

Key:







- Recommend Board Chair &

Vice Chair for 2020

- Recommend to Board

Committee Assignments and

Chairs/Vice Chairs for 2020

November 21, 2019 Committee Meets Immediately

Before Board Meeting (if needed)

to Finalize Recommendations of

Board Committee Assignments and

Chairs for 2020

Washington, DC NGC

November 21, 2019 Annual Meeting of Members

- Election of At-Large and

Independent Directors

- Amendment of Bylaws (if

needed)

- Overview of 2020 Budget –

2019 Financial Position

Washington, DC Board

November 21, 2019 Board Meeting

- Elect Board Chair & Vice Chair

for 2020

- Approve Board Committee

Assignments and Chairs/Vice

Chairs for 2020

- Appoint Corporate Officers for

2020

Washington, DC Board

November 21, 2019 Conflict of Interest annual update

due.

Board

December 30, 2019 Distribute request for training topics

for 2019 Board Training event

Staff

January 7, 2019 Distribute Board / Committee

Governance surveys to staff and

Board (even years)

Surveys conducted bi-

annually in even-

numbered years. Allow 2

weeks for survey

completion.

Staff

January 25, 2019 Board / Committee Governance

surveys due (even years)

Board

January 25, 2019 Board Training topic

recommendations due

Board

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