Corporate Governance

Governance at Vectren

We believe effective leadership of a company must be based upon well-founded governance principles, and we must always strive to conduct our operations in an ethical and prudent manner.

Here, you will find documents and resources including the following that reflect Vectren's commitment to effective corporate governance. Corporate Governance Guidelines define the responsibilities of Vectren's Board of Directors and how the board functions;

  • Insider reporting includes information on Vectren Stock ownership by Vectren's Board of Directors and reportable officers;
  • Corporate Code of Conduct defines the standards to which all employees as well as Vectren's Board of Directors are to hold themselves accountable;
  • Communications to non-employee Directors give all stakeholders the opportunity to communicate directly with the Lead Director or chairs of the Audit and Governance committees;
  • Committee Charters define the scope of responsibilities of each of the five standing committees of the board; and
  • Committee Reports review the activities of each committee and its commitment to sound corporate governance.

Effective corporate governance helps secure our future as a thriving Midwest corporation. More importantly, it's demonstrating Vectren's commitment to our customers, employees and ultimately our shareholders.

Signature of Carl L. Chapman

Carl L. Chapman
Chairman, President and Chief Executive Officer

Officers

Board of directors

Board of directors committees, charters & reports

Audit and Risk Management Committee

The Audit and Risk Management Committee oversees Vectren's financial reporting process on behalf of the full Board. Members: Michael L. Smith (Chair), James H. DeGraffenreidt, Jr., R. Daniel Sadlier, and Jean L. Wojtowicz

Audit and Risk Committee Charter (PDF)

Audit and Risk Committee Report (PDF)

Compensation and Benefits Committee

The Compensation and Benefits Committee establishes and administers executive compensation and benefit programs and conducts the performance appraisal for Vectren's president and chief executive officer. Members: R. Daniel Sadlier (Chair), Anton H. George, Martin C. Jischke, Patrick K. Mullen and Teresa J. Tanner

Compensation and Benefits Committee Charter (PDF)

Compensation and Benefits Committee Report (PDF)

Corporate Responsibility and Sustainability Committee

The Corporate Responsibility and Sustainability Committee oversees Vectren's sustainability initiatives and planning, and discharges their responsibilities relating to policies, practices and procedures as a responsible corporate citizen and monitoring compliance with governmental regulations. Members: John D. Engelbrecht (Chair), Anton H. George, Martin C. Jischke, and Robert G. Jones

Corporate Responsibility and Sustainability Committee Charter (PDF)

Corporate Responsibility and Sustainability Committee Report (PDF)

Finance Committee

The Finance Committee is primarily responsible for ensuring the discharge of the Board's duties relating to the financing activities of Vectren's utility and nonutility businesses. Members: Robert G. Jones (Chair), John D. Engelbrecht, R. Daniel Sadlier and Teresa J. Tanner

Finance Committee Charter (PDF)

Finance Committee Charter Finance Committee Report (PDF)

Nominating and Governance Committee

The Nominating and Governance Committee is primarily responsible for corporate The Nominating and Governance Committee is primarily responsible for corporate governance matters affecting Vectren and its subsidiaries. Members: Jean L. Wojtowicz (Chair), James H. DeGraffenreidt, Jr., Patrick K. Mullen, and Michael L. Smith

Nominating and Governance Committee Charter (PDF)

Nominating and Governance Committee Report (PDF)

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