ELECTRIC POWER RESEARCH INSTITUTE BOARD OF DIRECTORS CONFLICT OF INTEREST POLICY. Article I: Purpose

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1 ELECTRIC POWER RESEARCH INSTITUTE BOARD OF DIRECTORS CONFLICT OF INTEREST POLICY Article I: Purpose This conflict of interest policy is intended to protect the interests of the Electric Power Research Institute, Inc. (EPRI or the Institute ) when (a) it is contemplating entering into a transaction or arrangement that might benefit the private interest of a director of the Institute or might result in a possible excess benefit transaction in the view of the Internal Revenue Service and (b) a director has a Change in Employment (as defined herein) since that director was first elected to or began service on the 1. This policy is intended to supplement, but not replace, (i) any applicable state and Federal laws governing conflict of interest applicable to the Institute, (ii) the requirements of Article VIII, section 1 of the Bylaws; or (iii) the removal of a Board member as per the requirements of the District of Columbia Nonprofit Corporations Act of 2010, as may be amended from time to time. 1. Interested Person Article II: Definitions Any member of the who has a direct or indirect Financial Interest, as defined below, in a proposed transaction, is an Interested Person. 2. Financial Interest A person has a Financial Interest if the person has, directly or indirectly, through business, investment, or family: a. An ownership or investment interest in any entity with which the Institute has or is negotiating a transaction or arrangement; b. A compensation arrangement with the Institute or with any entity or individual with which the Institute has or is negotiating a transaction or arrangement; c. A potential ownership or investment interest in, or compensation arrangement with any entity or individual with which the Institute has or is negotiating a transaction or arrangement; or 1 The change in employment procedure set forth in Article VIII does not apply to those directors appointed directly by another entity; at present, Tennessee Valley Authority and Bonneville Power Administration. 1

2 d. A fiduciary obligation to another entity or individual with which the Institute has or is negotiating a transaction or arrangement. A Financial Interest is not necessarily a conflict of interest. Under Article III, Section 2 below, a person who has a Financial Interest may have a conflict of interest only if the EPRI Board (or a Committee of the Board before which the transaction is pending or to which the Board has delegated authority to enforce this policy) decides that a conflict of interest exists. 3. Change in Employment Under the Institute s Bylaws and Board Committee Charters, qualifications and nominations for directors are the primary responsibility of the Governance and Nominating Committee. In the course of evaluating nominations or other selections of potential directors to the EPRI Board, the Governance and Nominating Committee considers, as one of the criteria for director qualification, the job responsibilities, job position and employer of a person at the time of nomination. A director has a Change in Employment when that director is no longer employed by such employer (or any affiliate of the employer). A Change in Employment may result in the disqualification and removal of a director from service on the Board in accordance with the Institute s Bylaws. A Change in Employment resulting from a director becoming employed by another EPRI member within the same class of membership or, as an external director, by another employer which cannot qualify for EPRI membership, will not necessarily disqualify and remove a person from service on the Board. Under Article VIII below, the disinterested members of the Governance and Nominating Committee shall evaluate whether a Change in Employment results in the director failing to satisfy the qualifications for a director. 1. Duty to Disclose Article III: Procedures Before the Board of Directors or a Board Committee considers a proposed transaction or arrangement, any Interested Person must disclose the existence of the Financial Interest and be given the opportunity to disclose all material facts to the Board or Committee. 2. Determining if the Conflict Exists After disclosing the Financial Interest and all materials facts, and after any discussion with the Interested Person, he/she shall leave the Board or Committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board or Committee members shall decide if a conflict of interest exists. 2

3 3. Procedures for Addressing the Conflict of Interest a. An Interested Person found to have a conflict with respect to a proposed transaction may make a presentation to the Board or Committee about the proposal but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. b. The Chairperson of the Board or Committee shall, if appropriate, request an external director or another disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. c. After exercising due diligence, the Board or Committee shall determine whether the Institute can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board or Committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Institute s best interest, for its own benefit and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement. 4. Violations of the Conflicts of Interest Policy a. If the Board or Committee has reasonable cause to believe a member has failed to disclose an actual or possible conflict of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. b. If, after hearing the member s response and after making further investigation as warranted by the circumstances, the Board or Committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action. c. Without limiting the remedies above, all persons who knowingly enter into excess benefit transactions under Internal Revenue Code section 4958 may be subject to discharge or removal from his or her position with EPRI upon a vote by the Board; however, nothing in this policy is intended to characterize a relationship or involvement as a conflict or interest or as unethical conduct on the part of any director if such person has no actual knowledge of such relationship or involvement. 3

4 Article IV: Records of Proceedings The minutes of the Board or relevant Committee shall contain: a. The name of the person who disclosed or otherwise was found to have a Financial Interest in connection with a transaction or arrangement, the nature of the Financial Interest, any action taken to determine whether a conflict of interest was present, and the Board s or Committee s decision as to whether a conflict of interest in fact existed; and b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, the factual basis for the Board or Committee s determination that the ultimate transaction was fair and reasonable and in the best interests of the Institute, and a record of any votes taken in connection with the proceedings. Article V: Compensation a. A voting director of the Board who receives compensation, directly or indirectly, from the Institute for services, is precluded from voting on matters pertaining to that director s compensation. b. A voting director of any Committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Institute for services is precluded from voting on matters pertaining to that director s compensation. c. No voting director of the Board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Institute is prohibited from providing information to any committee regarding compensation. Article VI: Annual Certification Each director shall annually sign a statement which affirms such person: a. Has received a copy of this conflict of interest policy; b. Has read and understands the policy; c. Has agreed to comply with the policy; 4

5 d. Understands the Institute is tax exempt and, in order to maintain its federal tax exemption, must engage primarily in activities which accomplish one or more of its tax-exempt purposes; e. Has not had a Change in Employment since the initiation of service on the Board (or, if a Change in Employment has been previously disclosed, the date of the prior disclosure) and f. Has disclosed on the form provided by the Institute all requested information about potential conflicts of interest. Article VII: Periodic Reviews To ensure the Institute operates in a manner consistent with its tax exempt purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects: a. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and are the result of arm s length bargaining; and b. Whether partnerships, joint ventures, and arrangements with management organizations, if any, conform to the Institute s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further tax-exempt purposes and do not result in private inurement, impermissible private benefit or in an excess benefit transaction. c. When conducting the periodic reviews provided for in this Article, the Institute may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the Board of its responsibility for ensuring periodic reviews are conducted. Article VIII: Disqualification and Removal of a Director for a Change in Employment 1. Duty to Disclose A director of the EPRI Board must promptly disclose a Change in Employment to the Governance and Nominating Committee, through its Chair with a copy to the Institute s Secretary, and provide facts and information regarding such Change of Employment, except to the extent the director reasonably believes that providing such information would violate a duty imposed by law or a legally enforceable obligation of confidentiality. Each director acknowledges that this disclosure is part of the director s overall duty to the Institute under part C of the District of Columbia Nonprofit Corporation Act of 2010, as may be amended from time to time. 5

6 2. Determining if a Director No Longer Qualifies A director no longer qualifies for service on the Board if a Change in Employment involves a change of employment subject to the qualification requirements in the Institute s Bylaws (Article VIII, Section 1). In all other cases involving a Change in Employment, the disinterested members of the Governance and Nominating Committee shall review all material facts regarding a Change in Employment and determine if such change causes the director to no longer satisfy the qualifications for directors set by the Governance and Nominating Committee. Such determination shall take into account the best interests of the Institute and may consider whether such change adversely impacts the ability of the director to discharge the director s decision-making and oversight functions with respect to the Institute. 3. Procedures for Removing a Director Who No Longer Qualifies a. A director who no longer satisfies or has been determined by the disinterested members of the Governance and Nominating Committee to no longer satisfy the director qualification requirements because of a Change in Employment shall immediately resign from the Board. If the director refuses to resign, then that director is in violation of the and the director qualification requirements, and the disinterested members of the Governance and Nominating Committee shall recommend to the Board that the director be removed. b. Upon the recommendation in 3(a) of the Governance and Nominating Committee, the Board may remove a director in accordance with the District of Columbia Nonprofit Corporation Act of 2010, as may be amended from time to time. 4. Violations of the Disclosure Policy a. If the disinterested members of the Governance and Nominating Committee have reasonable cause to believe a director has failed to disclose a Change in Employment, it shall inform the director of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. b. If, after hearing the director s response and after making further investigation as warranted by the circumstances, the disinterested members of the Governance and Nominating Committee determine the director has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action, including a possible recommendation for removal of the director to the Board of Directors. 6

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