The DTE Energy Company (the “Company”) Board of Directors (the “Board”) is committed to creating long-term value for its shareholders while operating in an ethical, legal, environmentally sensitive and socially responsible manner. Toward that goal, the Board performs a number of functions for the Company, including:
The Corporate Governance Committee will periodically review directors’ fees and other compensation and recommend changes to director compensation. Such recommendations will be benchmarked against other comparable companies and should generally align the interests of the Board with those of the Company’s shareholders.
The Board believes that substantial stock ownership is important and encourages such ownership. For this reason, the Company has established a Board compensation structure intended to provide compensation of approximately one-half cash and one-half equity. In addition, the Board requires that each director own shares of the Company’s Common Stock beginning no later than 30 days after election to the Board. Directors are also required to own, within five years after initial election to the Board, shares of the Company’s Common Stock having a value equal to two times their total annual cash and phantom stock retainer. Phantom shares are counted toward the fulfillment of this ownership requirement.
Directors are prohibited from pledging, hypothecating, or otherwise encumbering shares of Company stock as collateral for any loan or indebtedness. This prohibition includes, but is not limited to, holding such shares in a margin account.
Directors are elected by the Company’s shareholders to select management and oversee the actions and results of the Company’s management. Directors are to exercise their responsibilities according to their business judgment and make decisions that they believe are in the best interests of the Company. Directors are expected to attend Board meetings and meetings of the committees on which they serve and to review all meeting materials provided to them in advance of such meetings. Directors are to meet as often as necessary in their business judgment in order to properly discharge their responsibilities.
The Company provides all new directors with an orientation on the Company’s structure, business policies, financial reporting and key regulatory issues. The Corporate Governance Committee will evaluate the background of each new director and may, if it deems appropriate, request that the new director attend at least one director education program within one year after the date of his or her election. In addition, directors are encouraged to participate in continuing education programs to enhance their skills and assist in fulfilling their responsibilities.
The Board believes that the Company’s independent registered public accounting firm must rotate the lead partner every five years, in compliance with applicable laws and regulations. The Board’s policy is that all entities within the Company comply with the requirements of these laws with respect to independent registered public accounting firm rotation, and that Company management notify the Audit Committee if these requirements are not being met.
The Company has established several methods for shareholders or other non-affiliated persons to communicate their concerns to the directors. Concerns regarding auditing, accounting practices, internal controls or business ethics may be submitted to the Audit Committee through its reporting channel by telephone, Internet or by mail. The addresses are published on the Company’s website for these types of concerns.
Any other concerns relating to the Company may be submitted in writing, addressed to the Company’s Corporate Secretary at the Company’s headquarters location. These concerns shall be forwarded to the Lead Independent Director, or if there is no Lead Independent Director, to the non-management director who chairs executive sessions on behalf of the non-management directors.
The Company intends to conduct its business in accordance with a high level of honesty and integrity. The Board has adopted a Code of Business Conduct and Ethics (the “Code”) for directors of the Company to promote honest and ethical behavior in its performance and business relationships, provide guidance on ethical issues and provide mechanisms for reporting unethical conduct. Any amendment or waiver of the Code may be made only by the Board or a Board committee and shall be disclosed promptly to the Company’s shareholders.
This Mission Statement and Governance Guidelines reflect the general intention of the Board and are to assist the Board in carrying out its functions. From time to time, the Board may amend or waive any of these provisions when circumstances make it prudent to do so.
Last reviewed: January 31, 2020