Investor Presentaiton
28
28
r
5th
the
Best Score Among 50
Publicly Traded North American
Utility and Power Companies by
Moody's Investment Services on
Best Governance Practices
Corporate Governance
What We Do:
•
•
•
•
.
•
Annual election of all directors.
Majority vote plus resignation standard in uncontested
elections. If a director receives more "WITHHOLD
AUTHORITY" votes than "FOR" votes, the director must
submit a resignation for the Board to consider.
Allow shareholders owning 25 percent of our shares to
call a special meeting.
Independent Board of Directors, except our CEO.
Independent Board Chair.
Each of our Board committees (audit, compensation, and
governance) is made up solely of independent directors.
Committee authority to retain independent advisors,
which will be paid for by the company.
Code of Conduct and Ethics. Applies to all employees
and Board, with a separate Code of Ethics for Chief
Executive Officers and Senior Financial Officers
concerning financial reporting and other related matters.
Robust stock ownership guidelines for executive officers
and directors.
What We Don't Do:
•
Poison pill or a shareholder rights plan.
•
Hedging of company securities.
•
Corporate political contributions.
combinations or mergers.
Supermajority voting, except to approve certain business
ESG - Governance
Diverse Leadership
Executive Team
10+ yrs 5 yrs
4
1
Board of Directors
10+ yrs
<2 yrs
2
30-69
70+
1
40-45
2
GO-GO
Age
Diversity 50-59
Tenure
Diversity
Female
3-9 yrs
40-49
Age
Diversity
Female
4
Tenure
Diversity
50-55
4
5-9 yrs
4
On exec team
Male
Male
G
Gender
Ethnic
Diversity
Gender 5
Diversity
Ethnic
Diversity
White
B
Diversity
Other Recent Governance Recognition
BY
2020
2020
WOMEN
OARDS
NYSE Governance Services
GOVERNANCE RISK AND COMPLIANCE
LEADERSHIP
AWARDS
WINNER
CORPORATE
GOVERNAME:
-2019-
WINNER
20/20 Women on Boards
-
Recognized for gender diversity on its board of
directors by 2020 Women on Boards. Four of the
company's ten directors are female.
Corporate Governance Award Winner
NorthWestern Corporation's proxy statement has
won governance awards - Best Proxy Statement
(Small to Mid-Cap) by Corporation Secretary
magazine (2014 & 2019) and Exemplary
Compensation Discussion and Analysis from
NYSE Governance Services (2014) and
NorthWestern was recognized as a finalist by
Corporate Secretary magazine in the same
category for our '12, '13, '16, '17 & '18 statements
White
CEO Pay Ratio
To Average
Employee Salary
NWE
25:1
All Utilities
Average
58:1
Peer Group
Average
37:1View entire presentation