Corporate Leaders & Governance

In simple terms, corporate governance determines how a company is directed, administered and controlled.  Effective corporate governance is often viewed as an essential part of sustained performance. Our commitment to effective corporate governance is reflected largely in our Principles of Corporate Governance, Principles of Business Conduct, Code of Business Conduct and Ethics for members of the Board, and our charters for the Audit, Directors and Corporate Governance and Human Resources Committees of the Board. Our corporate governance policies and practices comply with Securities and Exchange Commission rules, the listing requirements of the New York Stock Exchange and the corporate governance requirements of the Sarbanes-Oxley Act of 2002, including:

• The Board of Directors has adopted corporate governance policies;
• A majority of the Board members are independent of us and our management;
• All members of the Audit Committee, Human Resources Committee and the Committee on Directors and Corporate Governance are independent;
• The non-management members of the Board meet regularly without the presence of management, and the independent members of the Board meet at least once a year;
• We have a code of business conduct that also applies to our principal executive officer, principal financial officer and principal accounting officer and will promptly disclose waivers of the code for these officers;
• The charters of the Board committees clearly establish their respective roles and responsibilities;
• We have an ethics office with a hotline available to all employees, and our Audit Committee has procedures in place for the anonymous submission of employee complaints on accounting, internal controls or auditing matters; and
• The Board, the Committee on Directions and Corporate Governance, the Audit Committee and the Human Resource Committee conduct annual self-assessments, and the Committee on Directions and Corporate Governance evaluates annually the performance of individual directors.

For more information on specific aspects of our corporate governance, click on the links below.

• Corporate Governance Fact Sheet and Frequently Asked Questions
  A presentation of key features of our corporate governance, with particular focus on the role of our Board of Directors.
• AEP’s Principles of Corporate Governance
  A summary of the qualifications of individual Board members and the rights and responsibilities of our Board of Directors
• Director Independence Standards
  Categorical standards adopted by the Board to determine whether a member is independent.
• AEP’s Board of Directors and
• Board Committee Assignments
  Background information and Committee assignments of individual Board members - updated 1/23/2013
• Board Committees and
• Committee Charters
  AEP’s Board of Directors has seven committees in addition to the full board.  This section includes descriptions of each committee and committee charters.
• Code of Business Conduct and Ethics for our Directors
  A description of the business conduct and ethical standards applicable to all members of our Board of Directors
• AEP’s Principles of Business Conduct (2.68MB)
  A summary of the principles of business conduct and ethical standards that apply to all employees and officers working for us
• AEP’s Insider Trading Policy
  A description of our regulations, policies and practices that we have implemented to prevent insider trading
• Policy on Shareholder Approval of Future Executive Severance Agreements
  A full description of our policy of obtaining shareholder approval of certain severance agreements
• Consideration of Candidates for Director Recommended by Shareholders
  Recommended guidelines to submit a candidate for nomination to the Board of Directors.
• Criteria for Evaluating Directors
  A description of the factors the Directors and Corporate Governance Committee considers when evaluating directors.
• AEP’s Certificate of Incorporation and
• Bylaws
  Certificate of Incorporation (in composite form), as filed with the State of New York, and our Bylaws.
• Board Policy on Recouping Executive Compensation
  A description of the Board’s policy to recoup executive compensation for misconduct.
• Related Person Transaction Approval Policy
  AEP’s policy on related person transactions, which is administered by the Directors and Corporate Governance Committee.
• Policy on Corporate Political Contributions
  This policy addresses the process for requesting and authorizing AEP political contributions.