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;
- The charters of the Board committees clearly establish their respective roles and
responsibilities; and
- 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.
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 (PDF: 35KB)
A summary of the qualifications of individual Board members and the rights and responsibilities
of our Board of Directors
Director Independence Standards
(PDF: 14KB)
Categorical standards adopted by the Board to determine whether a member is independent.
AEP’s Board of Directors
and
Board Committee Assignments (PDF: 25KB) Background information and Committee
assignments of individual Board members
Board Committees and
Selected Committee Charters
AEP’s Board of Directors has seven committees in addition to the full board.
This section includes descriptions of each committee and, where applicable, committee
charters.
Code of Business Conduct and Ethics for our Directors (PDF:
85KB) A description of the business conduct and ethical standards applicable to
all members of our Board of Directors
AEP’s Principles of Business Conduct (PDF: 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 (PDF: 39KB)
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
(PDF: 11KB)
A full description of our policy of obtaining shareholder approval of certain severance
agreements
Consideration
of Candidates for Director Recommended by Shareholders (PDF: 85KB)
Recommended guidelines to submit a candidate for nomination to the Board of Directors.
AEP’s Certificate of Incorporation (PDF: 35KB) and
Bylaws (PDF: 31KB)
Certificate of Incorporation (in composite form), as filed with the State of New
York, and our Bylaws.
Certifications
Certifications of our financial statements by our Chief Executive Officer and the
Chief Financial Officer as required by the Securities and Exchange Commission and
New York Stock Exchange
Board Policy on Recouping Executive Compensation (PDF:
10KB)
A description of the Board’s policy to recoup executive compensation for misconduct.
Related Person Transaction Approval Policy (PDF: 20KB)
AEP’s policy on related person transactions, which is administered by the
Directors and Corporate Governance Committee.
Policy on Corporate Political Contributions (PDF: 35KB)
This policy addresses the process for requesting and authorizing AEP political contributions.
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