Board of Directors
Pursuant to Article Two, Section 2.1 of the By-Laws [PDF], the business affairs of the Company will be managed under the direction of its Board of Directors. The Corporate Governance Guidelines [PDF] of the Company contains the guidelines that govern all actions taken by the Board of Directors.
In addition, the Company’s Board of Directors has created the Audit and Compliance Committee to assist the Board of Directors in its oversight of the integrity of the Company’s financial statements and internal controls, the Company’s compliance with legal and regulatory requirements, the independence and qualifications of the independent auditor, and the performance of the Internal Audit of the Company and the Company’s independent registered public accounting firm.
The Company has also established an (i) Unaffiliated Committee in accordance with a Shareholder Agreement between the Company and Iberdrola S.A. and an (ii) Executive Committee to which the Board may delegate all the authorities of the Board, to the extent permitted.