Description of Committees and Selected Committee Charters

The Committee on Directors and Corporate Governance [view committee charter (PDF: 90 KB)] has the responsibility for:

1. Recommending the size of the Board within the limits imposed by the By-Laws.
2. Recommending selection criteria for nominees for election or appointment to the Board.
3. Conducting independent searches for qualified nominees and screening the qualifications of candidates recommended by others.
4. Recommending to the Board nominees for appointment to fill vacancies on the Board as they occur and the slate of nominees for election at the annual meeting.
5. Reviewing and making recommendations to the Board with respect to compensation of directors and corporate governance.
6. Recommending members to serve on committees and chairs of the committees of the Board.
7. Reviewing the independence and possible conflicts of interest of directors and executive officers.
8. Supervising the AEP Corporate Compliance Program.

Consistent with the rules of the NYSE, all members of the Committee on Directors and Corporate Governance are independent.  The members of this committee are Lester A. Hudson (chair), John P. DesBarres, Robert W. Fri, William R. Howell and Lionel L. Nowell.

The Policy Committee is responsible for examining AEP’s policies on major public issues affecting the AEP System, including environmental, industry change and other matters. The members of this committee include all members of our Board of Directors.  Donald G. Smith serves as the chair.

The Executive Committee is empowered to exercise all the authority of the Board, subject to certain limitations prescribed in the By-Laws, during the intervals between meetings of the Board. The members of this committee are Michael G. Morris (chair), John P. DesBarres, E. R. Brooks, William R. Howell and Lester A. Hudson.

The Finance Committee [view committee charter (PDF: 31 KB)] monitors and reports to the Board with respect to the capital requirements and financing plans and programs of AEP and its subsidiaries including, reviewing and making recommendations concerning the short and long-term financing plans and programs of AEP and its subsidiaries. The members of this committee are William R. Howell (chair), Richard L. Sandor, Donald G. Smith and Kathryn Sullivan.

The Human Resources Committee [view committee charter (PDF: 28 KB)] is responsible for recommending compensation for the CEO to the independent Board members, approving compensation for other senior officers and making recommendations to the Board regarding incentive and equity-based compensation plans. The Human Resources Committee also communicates the Company’s compensation policies to shareholders (as required by the SEC).  Consistent with the rules of the NYSE, all members of the Human Resources Committee are independent. The members of this committee are John P. DesBarres (chair), Donald M. Carlton, Ralph Crosby and Robert W. Fri.

The Nuclear Oversight Committee [view committee charter (PDF: 13 KB)] is responsible for overseeing and reporting to the Board with respect to the management and operation of AEP’s nuclear generation. The members of this committee are Kathryn Sullivan (chair), Donald M. Carlton, Ralph Crosby, Linda Goodspeed, Richard L. Sandor and Donald G. Smith.
  
The Audit Committee [view committee charter (PDF: 43 KB)] is responsible for, among other things, the appointment of the independent registered public accounting firm (independent auditor) for the Company; reviewing with the independent auditor the plan and scope of the audit and approving audit fees; monitoring the adequacy of financial reporting and internal control over financial reporting and meeting periodically with the internal auditor and the independent auditor. A more detailed discussion of the purposes, duties and responsibilities of the Audit Committee is found in the Audit Committee charter.  Consistent with the rules of the NYSE and the Sarbanes-Oxley Act of 2002, all members of the Audit Committee are independent. The Board determined that Mr. Nowell is an audit committee financial expert as defined by the SEC.  The members of this committee are E. R. Brooks (chair), Lester A. Hudson, Lionel L. Nowell and Linda Goodspeed.

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