Guiding Our Business
OGE Energy Corp. seeks to establish corporate governance standards, practices and principles that help create long-term value for our shareholders and positive influences on the governance of the company. Click on the tabs below for examples of the practices, beliefs and actions related to our current focus on corporate governance.
Corporate Governance: Practices & Actions
Board Independence and Composition
- 9 of our 10 directors are independent within the meaning of the NYSE listing standards
- We have a lead independent director elected annually by the independent directors with specific responsibilities set forth in our Corporate Governance Guidelines to ensure independent oversight of management. These robust duties and responsibilities include presiding over executive sessions of the independent directors, reviewing and approving all Board and committee agendas and information sent to the board and being available for consultation and direct communication with our major shareholders.
- All NYSE required board committees consist solely of independent directors
- Strong leadership of the company’s standing committees
- Executive session of independent directors at each regular board meeting
- Resignation policy for directors who fail to receive majority support in an uncontested election
- Board members reflect a diverse mix of qualifications, skills and experience relevant to our business and strategies, with current board including two women, one of whom serves as our lead independent director
- Annual board and committee self-evaluations
- All of our directors attended the 2020 and 2021 Annual Meeting of Shareholders
- Each director attended at least 83 percent board and committee meetings in 2020
- Oversight of strategic plans and principal issues being addressed by the company including key risk areas and risk management processes
- Oversight of executive compensation programs that align with company objectives and oversight of executive succession planning
- Regular board refreshment with 4 of the 9 independent directors added since September 2017
- New director orientation and ongoing director training
- In assessing the criteria for board membership, the corporate governance guidelines establish the following factors to be considered: independence, judgment, skill, diversity, integrity and experience in the context of the needs of the board.
- All directors stand for election annually
- Say on Pay vote received 94 percent shareholder support related to 2020 compensation
- One share, one vote, with all issued stock currently common stock
- No shareholder rights plan or “poison pill”
- Majority voting standard in uncontested director election, plurality voting for contested elections
- Proxy access for shareholders with market standard terms
- Responded to shareholder proposals on governance matters that received majority support by proposing changes for shareholder approval at subsequent annual meetings.
- Year-round shareholder outreach program that includes seeking in-person or virtual engagement opportunities with significant shareholders, corresponding with inquiring shareholders and regularly attending investor conferences, to better understand emerging issues and shareholder perspectives
- Process in place for shareholders and interested parties to communicate with the board
Policies, Programs and Guidelines
- Comprehensive Code of Ethics, applicable to our board of directors, officers and employees, acknowledged annually
- Corporate Governance Guidelines setting out the responsibilities of the board
- Code of Ethics for CEO and Senior Financial Officers
- The roles and responsibilities of the standing committees of the board are defined in their respective committee charters (Audit, Compensation, Nominating and Corporate Governance). The board has also established a standing Executive Committee, whose members are all independent.
- Director retirement is set at age 72 unless approval is granted to extend the requirement as set forth in the Corporate Governance Guidelines
- Board level updates regarding the company’s plans to address various material events or potential events, which in recent years has included, among others, enterprise security (cybersecurity), business continuity program, response to COVID and environmental compliance, initiatives and reports
- Stock ownership guidelines adopted by the board, to align management’s interests with those of the shareholders, that apply to the officers of the company and the board of directors.
- Compensation “clawback” policy
- Securities trading policy and compensation provisions that address insider trading restrictions and requirements including a prohibition on hedging and pledging of company shares held by officers and board of directors
- Long-term incentive program that includes performance metrics related to outcome-based results that align with shareholder value, including total shareholder return and cost reduction, and also operational measures such as safety, customer satisfaction and plant and system reliability