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Board of Director Information (As of April 24, 2012)
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Size of Board
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12
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Average Age of Directors
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62
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Number of Independent Directors
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10
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Separate Chairman & CEO
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Yes
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Lead Director
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Yes
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Independent Audit Committee
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Yes
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Independent Compensation Committee
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Yes
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Independent Corporate Governance Committee
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Yes
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Number of Scheduled Board Meetings
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8
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Annual Board Elections
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Yes
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Corporate Governance Guidelines Approved
by the Board
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Yes
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Outside Directors Hold Meetings Without Management Present
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Yes
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Annual Board Self-Evaluation Required
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Yes
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Annual Review of Independence of Board
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Yes
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Key Committee Self Evaluations Required
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Yes
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Charters for Audit, Finance, Human Resources, Nuclear Oversight and Corporate Governance
Committees
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Yes
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Board Orientation/Education Program
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Yes
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Code of Ethics
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Yes
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How do I contact members of the
Board of Directors?
You can contact any of our directors, including our lead director,
by writing to them c/o American Electric Power Company, Inc., Attention: AEP Non-Management
Directors, P.O. Box 163609, Columbus, Ohio 43216.
Does the Board of Directors have an outside lead director?
Thomas Hoaglin is the new Lead Director. The Lead Director reviews the schedule of Board and Committee
meetings and the agenda for each Board meeting and requests changes as he deems
appropriate. The Lead Director chairs and has the authority to call and
schedule Executive Sessions.
What does AEP look for when nominating a new director?
In evaluating candidates for Board membership, the Committee on Directors
and Corporate Governance reviews each candidate’s
biographical information and assesses each candidate’s skills and expertise
based on a variety of factors. See Criteria for Evaluating Directors for a discussion on the specific
traits and experience that the Directors and Corporate Governance Committee considers when evaluating candidates for initial nomination
as directors.
How do I nominate someone for the Board?
If you would like to nominate someone to the Board, you must submit a notice
which must include your name, address, number of shares you own, the name, age,
business address, residence address and principal occupation of the nominee and
the number of shares beneficially owned by the nominee. It must also include
all the information required in AEP’s Policy on Consideration of Candidates for Director Recommended by Shareholders
(PDF). Our Secretary will initially gather relevant information on the nominee
and forward the information to the Committee on Directors and Corporate Governance.
If requested by the Committee, our Secretary will do an initial interview of the
nominee.
Do the outside members of the Board meet in executive
session without any members of management?
Yes. The independent, non-employee members of the Board meet in executive
session, without any members of AEP management present. The lead director
chairs these sessions.
Are most of your directors independent?
Yes. As of April 24, 2012, ten of the twelve directors are independent directors. (over three quarters)
Has AEP adopted formal principles of corporate governance?
Yes. Information on our Board of Directors and governance practices
can be found in our Principles of Corporate Governance (PDF).
Do Officers and Directors at AEP abide by a code of business
conduct and ethics?
All our employees, including our Chief Executive
Officer, Chief Financial Officer and Principal Accounting Officer abide by our Principles of Business Conduct (PDF: 2.68MB), to ensure
that our business is conducted in a consistently legal and ethical manner.
The members of our Board of Directors are required to comply with the letter and
spirit of the Code of Business Conduct and Ethics for Members of the Board of
Directors (PDF) (the Code). The Code covers all areas of professional
conduct relating to service on the AEP Board, including conflicts of interest, unfair
or unethical use of corporate opportunities, strict maintenance of confidential
information and compliance with all applicable laws and regulations.
How often does the Board meet?
The Board has eight scheduled meetings each year. Two of these meetings
are 2-day meetings that focus on strategic planning. Several of the meetings
are held in Columbus, Ohio and several other meetings are held at other locations
within the AEP System, which gives the directors an opportunity to increase their
exposure to our business operations and local management. The location of
our annual meeting of shareholders rotates each year. One year it is held
in one of our eastern states, the other year it is held in a western state.
Does the Board have an orientation
program for new directors?
Yes. The Company conducts a formal
orientation program for all new directors, which includes meetings with each of
our executive officers. The directors are also provided numerous written materials
about our industry and our company.
