The Committee on Directors and Corporate Governance has the responsibility for:
- Recommending the size of the Board within the limits imposed by the Bylaws.
- Recommending selection criteria for nominees for election or appointment to the
- 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
- Reviewing the independence and possible conflicts of interest of directors and
- Overseeing the AEP Corporate Compliance Program.
- Overseeing the annual evaluation of the Board of Directors.
- Overseeing the annual evaluation of individual directors.
- Monitoring the implementation of AEP 's Related Person Transaction Approval Policy.
- Overseeing AEP's Corporate Accountability Report, including the material about political
- Overseeing elements of the Company's risks that are within the scope of the Committee's
responsibility as assigned to it by the Board of Directors.
Consistent with the rules of the NYSE and the SEC and our Director
Independence Standards, all members of the Committee on Directors and Corporate
Governance are independent. The members of this committee are Thomas E. Hoaglin
(Chair), Sandra Beach Lin, Richard C Notebaert, Lionel L. Nowell, III, Steve S. Rasmussen and Sara M.
The Audit Committee 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 SEC and our Director
Independence Standards, all members of the Audit Committee are independent. The
Board has determined that all members of the Audit Committee are audit committee financial experts
as defined by the SEC . The members of this committee are Lionel L. Nowell, III
(Chair), David J. Anderson, J. Barney Beasley, Jr., Linda A. Goodspeed, Sandra Beach Lin and Sara M. Tucker.
The Executive Committee is empowered to exercise all the
authority of the Board, subject to certain limitations prescribed in the Bylaws,
during the intervals between meetings of the Board. The members of this committee
are Nick Akins (Chair), Ralph D. Crosby, Jr., Thomas E. Hoaglin and
Lionel L. Nowell, III.
The Finance Committee 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 Finance Committee also provides recommendations to the Board on dividend policy,
including the declaration and payment of dividends and reviews and approves the
treasury policies of the Company. The members of this committee are David J. Anderson (Chair), Lionel L. Nowell, III, Richard C. Notebaert, and Steve S. Rasmussen.
The Human Resources Committee annually reviews
and approves AEP 's executive compensation in the context of the performance of
management and the Company. A more detatiled description of the duties and responsibilities of the Human Resources Committee is found in the Human Resources Committee charter. None of the members of the HR Committee is or has been
an officer or employee of any AEP System company. In addition, each of the current
members of the HR Committee has been determined to be independent by the Board in
accordance with SEC and New York Stock Exchange (NYSE) rules and our Director Independence
Standards. The members of this committee are Ralph D. Crosby, Jr. (Chair), Thomas E. Hoaglin, Richard C. Notebaert, Stephen Rasmussen and Oliver G. "Rick" Richard III.
The Nuclear Oversight Committee 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 J. Barney Beasley, Jr. (Chair), Ralph D. Crosby, Jr., Linda A. Goodspeed and Oliver G. "Rick" Richard III.
The Policy Committee is responsible for examining AEP
's policies on major public issues affecting the AEP System, including environmental,
technology, fuel supply, industry change and other matters. The members of this
committee include all members of our Board of Directors. Sandra Beach Lin serves
as the Chair.