A foundation of trust
We will create shareholder value and earn the confidence of our stakeholders through strong, transparent governance.
Integrity is one of our corporate values and the basis for our ethical business practices. Our long-standing policies which provide the framework for ethical operations of the company also help to protect shareholder interests and ensure compliance.
TECO Energy Board
We are governed by a nine-member board of directors to oversee the management and operation of the business. The board has adopted Corporate Governance Guidelines that require the board be comprised of a majority of directors who qualify as independent directors under the listing standards of the New York Stock Exchange and applicable laws. Seven of our nine directors are independent. The board also is diverse: 20 percent female and 20 percent racial or ethnic minority.
TECO Energy faces a variety of risks related to environmental and other public-policy issues, safety in the workplace, grid security, financial and operational performance and other matters. Effective risk management enables us to respond and adapt quickly and effectively in the rapidly-changing environment.
By engaging in robust enterprise-risk assessment and risk-management processes, TECO Energy is able to identify, categorize and prioritize risks.
Our risk-management efforts help us maintain a reliable and economic generation portfolio, transact to minimize the impact of fluctuations in commodity prices and engage proactively in the policy-making process.
A review of our board
When evaluating director candidates, the board's Governance and Nominating Committee considers an individual's character and professional ethics, judgment, business and financial experience, expertise and acumen, familiarity with issues affecting business and other relevant criteria, including the diversity, age, skills and experience of the board of directors as a whole. The Governance and Nominating Committee considers suggestions from many sources, including shareholders, regarding possible candidates for director, and it has sole authority to retain a search firm to identify potential candidates for director and assist in their evaluation.
The committee considers racial, ethnic, gender and geographic diversity, as well as variety of experience, expertise and skills, as relevant characteristics when reviewing and recommending director nominees. The Governance and Nominating Committee reviews the qualifications and backgrounds of all the candidates, as well as the overall composition of the board, and recommends to the board the slate of candidates to be nominated for election at the annual meeting of shareholders and the composition of the board's committees.
Corporate Compliance Oversight Committee
A multi-disciplined Corporate Compliance Oversight Committee, representing the various areas and diverse businesses within TECO Energy and each of its operating companies, is charged with ongoing administration, monitoring, review and modification of the company's Ethics and Compliance program. The Oversight Committee also periodically meets to review the company's compliance status, the program and its various implementation mechanisms.
Corporate Compliance Operational Committee
The Corporate Compliance Operational Committee continuously assesses the current state of the company and its affiliates' compliance risk and the ongoing administration, monitoring, review and implementation of compliance efforts. The committee is composed of subject matter experts from the different areas and diverse businesses within TECO Energy and each of its operating companies.
Board of Directors Committees
The Audit Committee oversees the integrity of the company's financial statements, annual independent audit process, disclosure controls and procedures and internal accounting controls, compliance with legal and regulatory requirements, policies for risk assessment and management and ethics policy.
The Compensation Committee assists the board of directors in fulfilling its responsibilities relating compensation of the company's senior officers. The committee reviews and approves the corporate goals and objectives, evaluates performance, and determines the long-term incentive components.
Governance and Nominating Committee
The Governance and Nominating Committee develops and recommends appropriate governance guidelines, assesses board membership needs, recommends qualified director nominees and leads the annual review of the board's performance.
The Finance Committee formulates the financial policies and evaluates significant investments and other financial commitments of the company.
TECO Energy's board links the compensation of management with corporate performance. The board approves incentives to be paid based on management achieving corporate and individual performance goals. Aligning the interests of management with our shareholders, the board also ties a meaningful percentage of executive compensation to performance-based shares, which are not paid out unless stock performance meets predetermined targets. Non-financial goals measure items such as compliance, safety and leadership, both within the company and the community.
A portion of our board of directors' compensation is tied to our long-term success through the use of annual restricted stock grants. Non-management directors are required to own shares valued at five times their annual retainer within five years of their election.
Any shareholder or interested party wishing to contact our board, or any of the non-management directors separately, may do so by U.S. mail or email through the Corporate Governance section of the TECO Energy website. Additional information regarding shareholder communications is contained in the proxy statement.