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www.pwc.com Briefing on Scop e of 20 12 Fina ncia l Aud it Audit Committee of the ISO Board of Governors General Session December 13-14, 2012 Agend a Our Audit Objectives Overall Audit Strategy Key Audit Areas Perspectives on Fraud Risk


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Briefing on Scop e of 20 12 Fina ncia l Aud it

Audit Committee

  • f the ISO Board of Governors

General Session December 13-14, 2012

www.pwc.com

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PwC

Agend a

Our Audit Objectives Overall Audit Strategy Key Audit Areas Perspectives on Fraud Risk and Responsibilities Use of Specialists Materiality Confirmation of Independence Other Audit Related Services Timing of Financial Audit Closing

Presentation to the Audit Committee 1 December 2012

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Our Aud it Objectiv es

Our audit of the ISO’s 2012 financial statements is directed towards delivering assurance at three levels:

  • Independent opinions and reports that add credibility to financial

statements released by the ISO

  • Annual financial statements (general purpose)
  • FERC Form 1 financial statements
  • Assistance to the audit committee in discharging their corporate

governance and compliance responsibilities

  • Observations and advice on financial reporting and business issues

Our engagement letter sets out the terms of our appointment as auditors of the ISO. It also describes auditor and management responsibilities.

Presentation to the Audit Committee 2 December 2012

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Ov era ll Aud it Stra teg y

  • A risk-based audit approach focused on key risks, identified

management judgments and estimates

  • Includes limited reliance on internal controls but not an opinion on

controls

  • Excludes most financial flows in the market except for cash held on

behalf of market participants

Presentation to the Audit Committee 3 December 2012

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Key Aud it Area s

Areas requiring significant judgment and analysis by ISO management and PwC include:

  • Universal Counter-party - Impacts to accounting and reporting
  • Management override of controls
  • Valuation of non-traded investments
  • Contingencies – Market and internal
  • Cash held for market participants and related liabilities

Presentation to the Audit Committee 4 December 2012

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Conditions Generally Present

Incentive/Pressure Reason to commit fraud Attitude/Rationalization Character or set of ethical values that allow a person to knowingly and intentionally commit a dishonest act Opportunity Circumstances exist such as the absence

  • f controls, ineffective controls or ability

for management to override controls that allow fraud to occur Why Commit Fraud?

Attitude/Rationalization

Fraudulent Financial Reporting Misappropriation

  • f Assets

Attributes Contributing to Increased Fraud Risk

  • Size, complexity and ownership attributes of the Company
  • Type, significance, likelihood and pervasiveness of the risk

Types of Fraud

Persp ectiv es on Fra ud Risk a nd Resp onsib ilities

Presentation to the Audit Committee December 2012 5

  • Senior Management Responsibilities
  • Audit Committee Responsibilities
  • Auditor Responsibilities
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Persp ectiv es on Fra ud Risk a nd Resp onsib ilities

(continued )

In order to fulfill our responsibilities related to fraud, we plan to perform the following audit procedures:

  • Inquiries of management, the Audit Committee, Internal Audit

and others related to knowledge of fraud or suspected fraud, the fraud risk assessment process and how fraud risks are addressed by CAISO.

  • Disaggregated analytical procedures, primarily over revenue.
  • Incorporate an element of unpredictability in the selection of the

nature, timing and extent of audit procedures to be performed.

  • Identify and select journal entries and other adjustments for

testing.

Presentation to the Audit Committee 6 December 2012

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Use of Sp ecia lists

During the course of the audit, we will utilize our functional experts to evaluate key areas of your business. These specialists support our core assurance team with skills necessary to achieve our audit objectives. Drawing upon their best practice knowledge, our team will provide points of view related to your business, industry and accounting and reporting. The following specialists, including examples of procedures to be performed include: Risk Assura nce—Testing of IT-based controls, application controls and key automated reports. Globa l Hum a n Resource Serv ices—Assistance with valuation over compensation programs and benefit/ pension plans.

Presentation to the Audit Committee 7 December 2012

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Ma teria lity

We consider both quantitative and qualitative factors in our assessment

  • f materiality. We also consider the metrics that may be used by the

users of the financial statements in determining the appropriate base for calculating materiality. We identify and assess the risk of material misstatement at:

  • The overall financial statement level, and
  • In relation to classes of transactions, account balances and

disclosures. Since the California ISO is a non-profit organization, overall materiality is based on financial flows, not “net income”.

Presentation to the Audit Committee 8 December 2012

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Confirm a tion of Ind ep end ence

With respect to the Company, we are independent accountants within the meaning of Rule 101 of the Code of Professional Conduct of the American Institute of Certified Public Accountants (“AICPA”).

  • We confirm our independence of the Company as of the date of this

correspondence.

  • Our quality control processes are established to ensure our

continuing independence.

  • We are not aware of any non-audit relationships.
  • We will readdress our independence at the completion of our

December 31, 2012 audit.

Presentation to the Audit Committee 9 December 2012

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Other rela ted a ssura nce serv ices

  • Executive Compensation Agreed Upon Procedures
  • Fieldwork occurs in April/ May 2013
  • Perform procedures and report findings on the compensation and

benefits consistency with Board directives and other internal documents for the 2012 calendar year

  • Report to the Audit Committee in May or July 2013
  • Code of Conduct Agreed Upon Procedures
  • Fieldwork occurs in January 2013
  • Perform procedures and report findings on the ISO’s processes

surrounding annual certification process and related procedures for 2012 certification cycle

  • Report to the Audit Committee in February 2013

Presentation to the Audit Committee 10 December 2012

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Tim ing of Fina ncia l Aud it

Activity Dates Meeting with Audit Committee August 28, 2012 Audit planning and interim testing September - November 2012 Financial Audit fieldwork February - March 2013 Issuance of financial audit reports April 2013 Report to the Audit Committee May 2013

Presentation to the Audit Committee 11 December 2012

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Closing

  • We continue to report to and communicate directly with the Audit

Committee of the ISO Board of Governors

  • We are independent of the ISO and have no relationships with the

ISO that would impair our independence

  • PwC encourages communication and feedback from the Audit

Committee

  • Questions?

Presentation to the Audit Committee 12 December 2012