The Committee on Directors and Corporate Governance [view
committee charter (PDF)] has the responsibility for:
- Recommending the size of the Board within the limits imposed by the By-Laws.
- Recommending selection criteria for nominees for election or appointment to the
Board.
- Conducting independent searches for qualified nominees and screening the qualifications
of candidates recommended by others.
- 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.
- Reviewing and making recommendations to the Board with respect to compensation of
directors and corporate governance.
- Recommending members to serve on committees and chairs of the committees of the
Board.
- Reviewing the independence and possible conflicts of interest of directors and executive
officers.
- 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)] 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)] 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)] 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)] 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.
