We have developed corporate governance policies that provide a high level of disclosure and have implemented numerous mechanisms to ensure board effectiveness.
- We have 12 directors on our board, 11 of whom are classified independent by the listing standards of the New York Stock Exchange.
- Ben Fowke, chairman, president and CEO, is an inside director and is not considered independent.
- To strengthen independent oversight, independent members of the board annually elect a lead independent director. The lead independent director is expected to serve for more than one annual term but for no more than four years. Richard K. Davis is currently the lead independent director. Specific responsibilities and independent oversight provided by the lead director are defined in Xcel Energy’s Corporate Governance Guidelines.
- Xcel Energy’s Corporate Governance Guidelines are reviewed annually to ensure they are current and reflect company best practices, as well as generally accepted governance best practices. They were last reviewed and ratified without changes in June 2013.
- Each director is a full and equal participant in the major strategic and policy decisions of the company.
- Our board committees include:
- All board committee members are independent directors.
- The Governance, Compensation and Nominating Committee is responsible for annually reviewing with the board the appropriate skills and characteristics required of board members in the context of the current board make-up. This assessment of the perceived needs of the board considers factors such as demonstrated leadership; judgment; skill; diversity; integrity; and experience with business, operations relevant to the energy industry, and working for or with organizations of comparable size. The committee also considers the interplay of each director nominee’s experience with the experience of other board members. Read more about the diversity of our board.
- We seek diversity on our board of directors. In 2013, we had three women on our 11-member board of directors, one of whom is African American. We also have one board member who is Latino.
- In 2013, the board approved a resolution related to their self-assessment process. The questions to be included in the assessment were recently approved and will be implemented in June 2014. More information regarding orientation, education and evaluation processes for board members can be found in our Governance, Compensation and Nominating charter.
- All directors are expected to adhere to our Code of Conduct, which complies with the requirements of the Sarbanes-Oxley Act of 2002.
- The board of directors and senior management meet frequently throughout the year to assess the company’s economic, social and environmental performance and to plan for the future. Board members receive regular presentations, reports and white papers from various business groups within the company at meetings throughout the year.
- Our four operating company presidents report directly to Ben Fowke, the board chairman, president and CEO of Xcel Energy. Each regional president is responsible for the social, environmental and economic topics relating to their operating company. The board of directors is kept apprised of stakeholder feedback and concerns through regular communication with the operating company presidents.
- Our company’s senior leaders are responsible for identifying and managing risks, while our board of directors oversees and holds these leaders accountable. Our risk management process has three parts: identification and analysis, management and mitigation, and communication and disclosure. More information on the oversight of risk management processes and specific risks associated with our business is available in our 10-K.
- Our Audit Committee charter outlines board oversight relating to accounting and financial reporting processes; internal control structure of the company; integrity of financial statements; compliance with legal and regulatory requirements, as well as our Code of Conduct; performance of our internal and independent external auditors; and qualifications and independence of our independent external auditors. An audit committee report is included in our proxy statement.
- We regularly monitor activity to ensure conflicts of interest are avoided.
Find all of our corporate governance documents.
Learn more about our practices around information governance.
You may contact the board of directors by email at email@example.com or by regular mail at:
c/o Corporate Secretary
414 Nicollet Mall, 5th floor
Minneapolis, MN 55401
Shareholders may propose actions for consideration at the annual meeting as outlined in our proxy statement. Detailed information about our corporate governance and executive compensation practices also is available in the proxy statement.