At Wisconsin Energy Corporation (the Company), we are committed to conducting our business with the highest level of integrity, a business value that is the foundation of all of our decisions and actions.
We are acutely aware of our responsibility to have the appropriate governance structure and management systems in place for anticipating, planning and managing corporate initiatives. Our governance structure includes accountability to key stakeholders as well as policies and management systems that contribute to efficient and effective operations. We believe that effective corporate governance is an essential driver of stockholder value and a key component of sustainability at successful companies.
Corporate Governance Guidelines. Since 1996, our Board of Directors has maintained Corporate Governance Guidelines that provide a framework under which we conduct our business. The guidelines are reviewed annually to ensure that the board is providing effective governance over corporate affairs. To review our guidelines, click on Corporate Governance Guidelines
Board of Directors. Our Board of Directors is the governing body responsible for overseeing Wisconsin Energy Corporation's identification and management of economic, environmental and social performance. The board meets regularly throughout the year and routinely hears reports from designated committees that assist with these oversight responsibilities.
The board’s Corporate Governance Committee annually evaluates the expertise and needs of the board to determine its proper membership and size. We currently have nine members on our board. For more information about our board members, click on Board of Directors.
The board retains the right to exercise its discretion in combining or separating the offices of Chairman of the Board and Chief Executive Officer (CEO). This determination is made based upon what is best for the Company in light of all circumstances. Our current Chairman of the Board is also CEO of the Company.
Committees play a significant role in the corporate governance practices of our board. Committees are empowered to act on behalf of the board in those areas prescribed by the board. The board presently has the following five standing committees:
Except for the Executive Committee, all committees are composed of independent directors. The Executive Committee includes the chairman, president and CEO of the Company, who is not independent. All committees, except the Executive Committee, operate under a charter approved by the board. For more information concerning the make-up and mandate of the board's committees, click on Committee Composition and Committee Responsibilities, respectively.
Board Independence. Our Corporate Governance Guidelines provide that the Board of Directors should consist of at least a two-thirds majority of independent directors. No director qualifies as independent unless the board affirmatively determines that the director has no material relationships with the corporation. The board annually conducts a formal review of whether its directors meet the independence guidelines. The results are published each year in our Annual Meeting Proxy Statement. Based upon our independence standards, the board has affirmatively determined that eight of our nine current directors are independent.
A complete set of our director independence standards may be found in Appendix A to the Corporate Governance Guidelines. These standards are more comprehensive than the standards established by the New York Stock Exchange. For more information, click on Independence of the Board.
Director Selection. The board’s Corporate Governance Committee screens director candidates, including those recommended by stockholders. For additional information, click on Criteria for Selection of Directors. A complete set of criteria used to evaluate director candidates may also be found under Selection of New Directors in our Corporate Governance Guidelines.
Board and Committee Evaluations. The board evaluates its own collective performance annually under a process determined by the Corporate Governance Committee. To learn more about this process, click on Annual Self-Evaluation of the Board. The board’s Corporate Governance Committee uses the results of this process as part of its annual review of the Corporate Governance Guidelines and to foster continuous improvement of the board's activities.
Each committee also annually reviews its own activities against its charter requirements following a process similar to the annual board evaluation. Results of committee self-evaluations are reported to the board. To learn more, click on Annual Self-Evaluation of Board Committees.
Legal/Litigation, Regulatory, Environmental, and Ethics & Compliance Oversight. In conjunction with their regularly scheduled meetings, the board's Audit and Oversight Committee reviews litigation matters to ensure that significant actual and potential litigation and insurance claims are receiving appropriate management attention. The committee also reviews environmental compliance matters, including the corporation's regulatory and civil litigation exposure to environmental contamination and/or toxic torts, to ensure that such matters are receiving appropriate management attention. Committee members also have direct access to and meet as needed with the officer in charge of each function without other management present, as appropriate. Management is required to report all significant legal and environmental matters to the committee. The committee also regularly reviews ethics and compliance matters, and receives an annual report related to the effectiveness of the overall Ethics & Compliance Program.
Risk Assessment and Risk Management Oversight. The board oversees our risk environment and has delegated specific risk monitoring responsibilities to the Finance Committee and the Audit and Oversight Committee. The Finance Committee discusses our risk assessment and risk management policies, and provides oversight of insurance matters to ensure that our risk management program is functioning properly. The committee also has direct access to and meets as needed with the officer in charge of this function without other management present, as appropriate, to summarize any significant claims made on our insurance policies and/or discuss other significant matters related to risk management. The Audit and Oversight Committee also periodically hears reports from management on the Company’s risks. Both of these committees routinely report back to the board.
Compensation Philosophy and Objectives. One of the principal responsibilities of the board’s Compensation Committee is to provide a competitive, performance-based director and executive compensation program. This includes: (1) determining and periodically reviewing the committee’s compensation philosophy; (2) determining and reviewing the compensation paid to executive officers (including base salaries, incentive compensation and benefits); (3) overseeing the compensation and benefits paid to other officers and key employees; (4) establishing and administering the CEO compensation package; and (5) reviewing the results of the most recent stockholder advisory vote on compensation of the named executive officer. The committee is also charged with administering the compensation package of our non-employee directors. All members of the Compensation Committee are independent. No member of the Compensation Committee is a current or former employee of the Company. For additional information, click on Compensation of Directors and Executives.
CEO Evaluation. The board’s Compensation Committee annually evaluates CEO performance and reports the results to the board. All non-employee directors participate in this process. The Compensation Committee chair shares the results of the evaluation with the CEO, and the Compensation Committee uses those results to determine appropriate CEO compensation. For more information, click on Annual Evaluation of the CEO.
Guiding Corporate Principles. Board members and employees are expected to follow a set of principles that provide guidance in how the Company goes about its business. These principles address, among other things: conflicts of interest; confidentiality; fair dealing; protection and proper use of Company assets; and compliance with laws, rules and regulation (including insider trading laws). For more information, click on Guiding Corporate Principles.
Stockholders’ Input. Stockholders wishing to propose director candidates for consideration and recommendation by the Corporate Governance Committee for election at the 2013 Annual Meeting of Stockholders must submit the candidates' names and qualifications to the Corporate Governance Committee through the Corporate Secretary by no later than November 1, 2012. Stockholders who intend to have any other proposal considered for inclusion in our proxy materials for presentation at the 2013 Annual Meeting must submit the proposal to the Company via the Corporate Secretary no later than November 30, 2012.
Pursuant to our bylaws, stockholders who intend to present a proposal at the 2013 Annual Meeting without including it in the proxy materials, or who propose to nominate a person for election as a director at the meeting, must provide notice of such proposal or nomination to the corporation at least 70 days and not more than 100 days prior to the scheduled date of the 2013 Annual Meeting. Correspondence in this regard should also be directed to the Corporate Secretary.
To learn more on how you may communicate with the Board of Directors, including the non-employee directors, through the Corporate Secretary, click on Contact the Board.