Oncor’s 12-member board of directors consists of:
- Seven independent directors, each of which qualifies as independent under New York Stock Exchange independence standards, and two of which qualify under an even more stringent “special independent director” test set forth in our limited liability company agreement;
- Two directors appointed by Energy Future Holdings Corp. (EFH);
- Two directors appointed by Texas Transmission Investment LLC (Texas Transmission), an entity independent of EFH, which owns 19.75 percent of Oncor; and
- Oncor’s Chief Executive Officer.
Oncor’s limited liability company agreement also requires that:
- Certain material actions must be approved by all of independent directors and at least one Texas Transmission director (and both if each is in attendance at the meeting).
- A majority of the independent directors or any Texas Transmission director can prevent Oncor from making financial distributions if they determine that it’s in Oncor’s best interests to retain such amounts to meet Oncor’s expected future requirements.
- Material transactions with EFH’s non-ring-fenced affiliates must be arm’s length transactions on a commercially reasonable basis and, other than certain specified transactions, must be approved by at least one Texas Transmission director (and both if each is in attendance at the meeting).