116-390 Village Blvd. Princeton, NJ 08540 609.452.8060 | www.nerc.com Minutes Finance and Audit Committee October 28, 2010 Conference Call Chair Fred Gorbet convened a duly-noticed open meeting by conference call of the Finance and Audit Committee of the North American Electric Reliability Corporation on October 28, 2010 at 2 p.m. ET. As required by the bylaws of the Corporation, dial-in access was provided to members of the Corporation and the public for the meeting. The meeting agenda is attached as Exhibit A. Trustees present on the call in addition to Chair Gorbet were NERC Board of Trustees Chair John Anderson, as well as board members Janice Case, Bruce Scherr, Dave Goulding, and Vicki Bailey. Additional attendees are listed in Exhibit B. Antitrust Compliance Guidelines Chair Gorbet directed the participants’ attention to the NERC Antitrust Compliance Guidelines. Minutes The committee approved the minutes of both the open and closed sessions of the August 4, 2010 meeting. (Exhibit C) Fourth Quarter Calendar of FAC Responsibilities Michael Walker, senior vice president and chief financial and administrative officer, reviewed the third quarter calendar of FAC responsibilities. Mr. Walker reviewed the Statement of Activities for the third quarter of 2010 noting NERC and all Regions were under budget in spending through the first nine months of 2010. NERC and all Regions, except MRO, expect to remain under budget through the end of the year. On motion by Bruce Scherr, the committee agreed to recommend the Statement of Activities to the Board of Trustees for acceptance. Mr. Walker continued with a review of audit fees and expenses requesting the committee approve the proposed fees of the company’s independent auditor. WeiserMazars LLP submitted proposals with respect to (1) the audit of the company’s 2010 financial statements, (2) tax return (Form 990) preparation, (3) savings and investment plan audit, and (4) other professional services requested by management. Mr. Walker noted the audit and tax fees represented a slight increase over 2009 and that the professional services proposal is consistent with current billing arrangements. After some discussion regarding the scope of hourly services, Mr. Walker clarified that the Committee was not being requested to approve any specific scope of work with respect
