Corporate Governance System
The Board of Directors of AVANGRID, Inc. (the “Company” or “AVANGRID”) oversees the management of AVANGRID and its business with a view to enhancing the long-term value of AVANGRID for its shareholders. AVANGRID’s corporate governance system is inspired by and based on a commitment to ethical principles, transparency and leadership in the application of best practices in good governance and is designed to be a working structure for principled actions, effective decision-making and appropriate monitoring of both compliance and performance.
The Company’s By-Laws, the Corporate Policies, the Internal Corporate Governance Rules and the Other Internal Codes and Procedures approved or adopted by AVANGRID’s Board of Directors form the framework of governance of AVANGRID. AVANGRID’s corporate governance system is periodically reviewed by the Board of Directors, and is subject to modification from time to time. Avangrid’s Corporate Governance System reflects the main principles and that make up the corporate governance system of Iberdrola, S.A., which owns 81.5% of the outstanding shares of Avangrid common stock, subject to certain exceptions, additions, and modifications required for publicly-listed companies in the United States. Click here for more information about Iberdrola, S.A. and the Iberdrola, S.A. group of companies.
The following links provide access to the full text or a summary of the corporate polices and procedures in effect:
AVANGRID Approves New Compensation, Nominating and Corporate Governance Committee Charter
At its meeting on February 16, 2016, the AVANGRID Board of Directors adopted a Compensation, Nominating and Corporate Governance Committee Charter. The Compensation, Nominating and Corporate Governance Committee is responsible for overseeing executive compensation, the director nomination process, and developing and maintaining AVANGRID’s corporate governance system. Additional information regarding the Compensation, Nominating and Corporate Governance Committee and a copy of the charter is available on the Corporate Governance section of AVANGRID’s website at http://www.avangrid.com/CorporateGovernance/InternalCorporateGovernanceRules/InternalCorporateGovernancePolices.html
AVANGRID Approves New Anti-Corruption Policy
At its meeting on February 16, 2016, the AVANGRID Board of Directors adopted an Anti-Corruption Policy demonstrating AVANGRID’s commitment to conducting its business with honesty, integrity, and in accordance with all applicable anti-corruption laws. A copy of the Anti-Corruption Policy is available on the Corporate Governance section of AVANGRID’s website at http://www.avangrid.com/CorporateGovernance/CorporatePolicies/governance.html
Fully Independent Audit and Compliance Committee
Effective November 11, 2016, Juan Carlos Rebollo Liceaga resigned from Audit and Compliance Committee, as previously described in AVANGRID’s proxy statement for the 2016 annual meeting of shareholders. Mr. Rebollo Liceaga remains a member of the Board of Directors. Mr. Rebollo Liceaga served as a member of the Audit and Compliance Committee pursuant to the phase-in period for audit committee independence under the NYSE rules. Following Mr. Rebollo Liceaga’s resignation, the Audit and Compliance Committee is comprised of four independent directors, Ms. Carol L. Folt, Mr. John L. Lahey, Mr. Alan D. Solomont, and Ms. Elizabeth Timm.
New Compensation, Nominating and Corporate Governance Committee
The AVANGRID Board of Directors has formed a new Compensation, Nominating and Corporate Governance Committee that will be responsible for overseeing executive compensation, the director nomination process, and developing and maintaining AVANGRID’s corporate governance system. The new committee is comprised of two independent directors, Mr. Alfredo Elías Ayub and Mr. John Lahey, the Chairman of the Board of Directors, Mr. Ignacio Sanchez Galán, and will be chaired by Mr. Elías Ayub.
NYSE Names AVANGRID a Finalist in the 2016 NYSE Governance Awards
|In its first year of eligibility, AVANGRID was recognized as a finalist in the New York Stock Exchange (NYSE) Governance Services’ third annual Governance, Risk and Compliance Leadership Awards. The program recognizes exemplary leadership in the field among publicly traded companies on the NYSE or NASDAQ QMX. AVANGRID was named a finalist in the “Best Governance, Risk and Compliance Program at Large-Cap Company” category, for companies traded on the NYSE with greater than $5 billion in market capitalization. Wal-Mart Stores was honored as the winner for 2016 in this category, at an event held on June 8, 2016, at Cipriani Wall Street. An independent panel of judges selected award recipients. An independent panel of judges selected award recipients.
AVANGRID Elects Two New Independent Directors
AVANGRID has added two new members to its Board of Directors: a former president of Mexico and a financial services industry leader. On July 14, the board acted to increase the number of directors from 12 to 14 and elected Felipe de Jesús Calderón Hinojosa and Elizabeth Timm as new directors of AVANGRID.
- President Calderón and Ms. Timm as independent, non-executive directors
- President Calderón was appointed to serve as a member and the chair of the Unaffiliated Committee of the AVANGRID Board of Directors
- Ms. Timm was appointed to serve as a member of the Audit and Compliance Committee of the AVANGRID Board of Directors
For additional information regarding President Calderón and Ms. Timm, please see AVANGRID’s current report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2016, which is available on the Investor Relations section of AVANGRID’s website at http://www.avangrid.com.