Board Fact Sheet & FAQs

Board of Director Information (as of April 25, 2017)
Size of Board 12
Average Age of Directors 63
Number of Independent Directors 11
Separate Chairman & CEO No
Lead Director Yes
Independent Audit Committee Yes
Number of Financial Experts on the Audit Committee 6
Independent Compensation Committee Yes
Independent Corporate Governance Committee Yes
Number of Scheduled Board Meetings At Least 6
Annual Board Elections Yes
Corporate Governance Guidelines Approved
by the Board
Yes
Outside Directors Hold Meetings Without Management Present Yes
Annual Board Self-Evaluation Required Yes
Annual Review of Independence of Board Yes
Key Committee Self Evaluations Required Yes
Charters for Audit, Executive, Policy, Finance, Human Resources, Nuclear Oversight and Corporate Governance Committees Yes
Board Orientation/Education Program Yes
Code of Ethics Yes
Proxy Access for Director Nominations Yes
Annual Shareholder Outreach Program Yes
Directors Elected by the Vote of a Majority of Votes Cast in Uncontested Election Yes
Director Stock Ownership and Holding Requirements Yes
Executive Stock Ownership and Holding Requirements Yes
Charter Poison Pill No

Frequently Asked Questions

  • How do I contact members of the Board of Directors?

    You can contact any of our directors, including our lead director, by writing to them c/o American Electric Power Company, Inc., Attention:  AEP Non-Management Directors, P.O. Box 163609, Columbus, Ohio  43216.

  • Does the Board of Directors have an outside lead director?

    Thomas Hoaglin is our Lead Director. The Lead Director reviews the schedule of Board and Committee meetings and the agenda for each Board meeting and requests changes as he deems appropriate. The Lead Director chairs and has the authority to call and schedule Executive Sessions.

  • What does AEP look for when nominating a new director?

    In evaluating candidates for Board membership, the Committee on Directors and Corporate Governance reviews each candidate’s biographical information and assesses each candidate’s skills and expertise based on a variety of factors. See Criteria for Evaluating Directors for a discussion on the specific traits and experience that the Directors and Corporate Governance Committee considers when evaluating candidates for initial nomination as directors.

  • Will the Board consider individuals that shareholders suggest as potential directors?

    If you would like to suggest an individual, you must submit a notice which must include your name, address, number of shares you own, the name, age, business address, residence address and principal occupation of the individual and the number of shares beneficially owned by the individual. It must also include all the information required in AEP’s Policy on Consideration of Candidates for Director Recommended by Shareholders (PDF). Our Secretary will initially gather relevant information on the individual and forward the information to the Committee on Directors and Corporate Governance.  If requested by the Committee, our Secretary will do an initial interview of the individual.

  • Do the outside members of the Board meet in executive session without any members of management?

    Yes. The non-employee members of the Board meet in executive session at each Board meeting, without any members of AEP management present. The lead director chairs these sessions.

  • Are most of your directors independent?

    Yes, as of April 25, 2017, eleven of twelve directors are independent directors.

  • Has AEP adopted formal principles of corporate governance?

    Yes. Information on our Board of Directors and governance practices can be found in our Principles of Corporate Governance (PDF).

  • Do Officers and Directors at AEP abide by a code of business conduct and ethics?

    All our employees, including our Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer abide by our Principles of Business Conduct (PDF: 2.68MB), to ensure that our business is conducted in a consistently legal and ethical manner.

    The members of our Board of Directors are required to comply with the Code of Business Conduct and Ethics for Members of the Board of Directors (PDF) (the Code). The Code covers all areas of professional conduct relating to service on the AEP Board, including conflicts of interest, unfair or unethical use of corporate opportunities, strict maintenance of confidential information and compliance with all applicable laws and regulations.

  • How often does the Board meet?

    The Board has at least six regularly scheduled meetings each year. One of these meetings is a 2-day meeting that focuses on strategic planning. Most of the meetings are held in Columbus, Ohio and generally at least one of the meetings is typically held at another location within the AEP System, which gives the directors an opportunity to increase their exposure to our business operations and local management.

  • Does the Board have an orientation program for new directors?

    Yes. The Company conducts a formal orientation program for all new directors, which includes meetings with each of our executive officers. The directors are also provided numerous written materials about our industry and our company.

  • Does the Board conduct any ongoing outreach with shareholders?

    The Board's Committee on Directors and Corporate Governance is responsible for overseeing the Company's shareholder engagement process. Our Lead Director plays a central role in our Board's shareholder engagement efforts. Each year, our management team contacts the Company's 25 largest shareholders and offers to engage with these investors. Our Lead Director and members of management have discussions with interested shareholders on a variety of corporate governance issues. Views of these shareholders are shared with the Board's Committee on Directors and Corporate Governance.