Quick facts

Highlights of our corporate governance practices are noted below. See WEC Energy Group’s Notice of Annual Meeting and Proxy Statement for more information on these governance practices.

Overview

• Ongoing board refreshment
• 10 of 12 directors are independent
• Annual board elections (declassified board)
• Majority voting
• One-share, one-vote standard

Board leadership

• Separate CEO/chairman roles
• Independent lead director
• Independent directors hold regular executive sessions without management

Board and committee practices

• Annual board self-evaluation
• Annual self-evaluation of each committee
• Annual review of board independence
• Independent Audit and Oversight Committee
• Independent Compensation Committee
• Independent Finance Committee
• Independent Corporate Governance Committee
• Committee charters for Audit and Oversight, Compensation, Finance and Corporate Governance Committees
• Financial experts on Audit and Oversight Committee
• Disclosure Committee for financial reporting
• Risk oversight by full board
• Board orientation/ongoing education programs
• Stockholder outreach and engagement program

Performance evaluations

• Annual evaluation of executive chairman performance
• Annual evaluation of CEO performance
• Annual evaluation of independent lead director performance
• Annual evaluation of board performance
• Annual evaluation of each committee performance

Compensation governance and practices

• Stock ownership requirements for directors and executives
• Annual ‘say-on-pay’ advisory vote
• Anti-hedging and anti-pledging policies
• Clawback policy
• Prohibition on tax gross-up policy

Guidelines and policies

• Corporate Governance Guidelines reviewed annually
• Committee charters reviewed annually
• Corporate Governance Guidelines approved by the board
• Code of ethics
• Corporate compliance program
• Corporate Securities Trading Policy