MISO Defends New Curb on Director-Regulator Meetings
Most of MISO's Board of Directors meets in March in New Orleans
Most of MISO's Board of Directors meets in March in New Orleans | © RTO Insider LLC
MISO calls a board interaction rule change that places limits on MISO board member and regulator meetups necessary, but a few state regulators are skeptical.

MISO says a recent rule change that places limits on MISO board members attending meetings hosted by state regulators is necessary, despite pushback from some commission members.

The Board of Directors voted last month to remove their option to attend meetings on MISO matters arranged by state or federal regulators. The change was made after a regular review of board procedures and is contained in the MISO Board of Directors Principles of Corporate Governance, which stipulates directors’ conduct.

The revision leaves regulator-board member exchanges to take place largely during public board meetings, Advisory Committee meetings, and annual stakeholder meetings. MISO said the change is effective following the board’s vote and was necessary to avoid the perception of partiality.

“The changes were clarifying edits to emphasize that board communications with stakeholders are most appropriate and useful in connection with open and public meetings,” spokesperson Brandon Morris said in a statement to RTO Insider. “MISO’s directors are mindful of their duties and independence as directors, as well as the independence of MISO, and are sensitive to perceptions of conflicts of interest or favoritism.”

Morris said the board has declined multiple meeting requests from separate MISO sectors in the past and said it is “best that MISO’s Principles of Corporate Governance align with the Board’s practice of not meeting separately with MISO stakeholder groups.”

“The changes do not change or limit in any way the interaction that MISO’s Board has with MISO stakeholders today,” he added.

During the grid operator’s March board meeting, Michigan Public Service Commission Chair Dan Scripps and Indiana Utility Regulatory Commissioner Sarah Freeman expressed disappointment with the rule change.

The Organization of MISO States, which is comprised of regulatory representatives from the 15-state footprint, said it does not have a position on the removal of regulator-scheduled meetings with MISO board members. The organization did not provide further comment.

FERC representatives did not return RTO Insider’s request for comment as to whether federal regulators will be affected by the changes.

Another governance rule change clarifies the Nominating Committee’s recommendation that the board pursue waivers to seat certain directors past MISO’s three-term limit. Board Chair Todd Raba warned last month that the board will likely have to authorize waivers to avoid an institutional knowledge gap, as multiple directors are on track to reach their term limits over the next few years. (See “Waivers May be Necessary to Retain Directors Past Term Limits,” MISO Board of Directors Briefs: March 23, 2023.)

The Nominating Committee vets and selects board candidates for the membership’s consideration. It is comprised of select board members and two MISO stakeholders, one of whom is typically from a state regulatory commission.

The board will meet privately for a strategy planning session April 18-19 in Nashville, Tennessee. The meeting won’t be open to stakeholders because the topics involve attorney-client privilege.

MISO Board of DirectorsState & Regional

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