Committee Descriptions

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 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.
  • 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 contributions.
  • 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. Tucker.

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.