Wisconsin Energy Corporation
Board of Directors
Principal responsibilities of Board Committees
Audit and Oversight Committee
- Oversee the integrity of the financial statements.
- Oversee management compliance with legal and regulatory requirements.
- Review, approve and evaluate the independent auditors’ services.
- Oversee the performance of the internal audit function and independent auditors.
- Prepare the report required by the SEC for inclusion in the proxy statement.
- Oversee risk management and major risk exposures and steps taken to monitor and control such exposures.
- Establish procedures for the submission of complaints and concerns regarding WEC’s accounting or auditing matters.
- Identify through succession planning potential executive officers.
- Provide a competitive, performance-based executive and director compensation program.
- Set goals for the CEO, annually evaluate the CEO’s performance against such goals and determine compensation adjustments based on whether these goals have been achieved.
Corporate Governance Committee
- Establish and annually review the Corporate Governance Guidelines to ensure the Board is effectively performing its fiduciary responsibilities to stockholders.
- Establish and annually review director candidate selection criteria.
- Identify and recommend candidates to be named as nominees of the Board for election as directors.
- Lead the Board in its annual review of the Board’s performance.
- Review and monitor the Company’s current and long-range financial policies and strategies, including its capital structure and dividend policy.
- Authorize the issuance of corporate debt within limits set by the Board.
- Discuss policies with respect to risk assessment and risk management.
- Review, approve and monitor the Company's capital and operating budgets.
The Board also has an Executive Committee which may exercise all powers vested in the Board except action regarding dividends or other distributions to stockholders, filling Board vacancies and other powers which by law may not be delegated to a committee or actions reserved for a committee comprised of independent directors.