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. For purposes of determining independence, we have adopted the following standards for director independence in compliance with the NYSE listing standards:
- A director who is or was an employee, or whose immediate family member is or was an executive officer, of the Company or any of our subsidiaries is not independent until three years after the end of such employment relationship;
- A director who received, or whose immediate family member received, more than $120,000 during any 12-month period within the past three years in direct compensation from us or any of our subsidiaries, other than director and committee fees and pension or other forms or deferred compensation for prior service (provided such compensation is not contingent in any way on continued service), is not independent until three years after he or she ceases to receive more than $120,000 in any 12-month period of such compensation;
- A director who is a current partner or employee, or whose immediate family member is a current partner, of a firm that is the internal or external auditor of the Company or any of our subsidiaries is not independent;
- A director who was, or whose immediate family member was, within the last three years (but is no longer) a partner or employee of the internal or external auditor of the Company or any of our subsidiaries and who personally worked on the audit of the Company or any of its subsidiaries within that time is not independent;
- A director whose immediate family member is a current employee of the internal or external auditor of the Company or any of our subsidiaries and who personally works on the audit of the Company or any of its subsidiaries is not independent;
- A director who is or was employed, or whose immediate family member is or was employed, as an executive officer of another company where, at the same time, any of our or any of our subsidiaries' present executives is or was serving on that company's compensation committee is not independent until three years after the end of such service or the employment relationship;
- A director who is a current employee, or whose immediate family member is a current executive officer, of a company that has made payments to, or received payments from, the Company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million or two percent of such other company's consolidated gross revenues is not independent; and
- No director qualifies as independent unless the Board affirmatively determines that the director has no other relationship with us or any of our subsidiaries (either directly or as a partner, shareholder or officer of an organization that has a relationship with us or any of our subsidiaries) that in the opinion of the Board of Directors could be considered to affect the director's ability to exercise his or her independent judgment as a director.
- With respect to any director who will serve on the Compensation Committee, the Board must also consider all factors specifically relevant to determining whether a director has a relationship to us that is material to that director's ability to be independent from management in connection with the duties of a Compensation Committee member, including, but not limited to (i) the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by us to such director and (ii) whether such director is affiliated with us, one of our subsidiaries or an affiliate of one of our subsidiaries.
- For purposes of determining whether the directors met the aforementioned tests and should be deemed independent, the Board concluded that the purchase of electricity from the Company's subsidiary, OG&E, at rates approved by a state utility commission does not constitute a material relationship.
- 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 2023 Annual Meeting of Shareholders
- Each director attended at least 83 percent board and committee meetings.
- 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 5 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 approximately 95 percent shareholder support related to 2022 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, Corporate Governance and Stewardship). The board has also established a standing Executive Committee, whose members are all independent.
- Director retirement is set at age 75 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, 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, environmental operations, and plant and system reliability