Governance

Governance structure

Board of Directors, Chairman of the Board/CEO, Executive leadership; Board Committees: Audit Committee, Governance and Nominating Committee, Compensation and Organization Committee, Finance Committee, Energy, Environmental and Operations Committee, Executive Committee. Information about these committees is available here.

Composition of the Board

According to the company’s Articles of Incorporation, the board will consist of no more than eleven directors, as determined by the board from time to time. The majority of the Board will consist of directors who meet applicable independence requirements of the New York Stock Exchange (“independent directors”), which will be determined by the board on an annual basis.

For most of the company’s history the chief executive officer has also served as chairman of the board. The board does not have a policy as to whether the role of CEO should be separate from that of chairman. The board selects the chairman in a manner that it determines to be in the best interests of the company and its shareholders. This flexibility has allowed the board to determine, each time a chairman is selected, and whether the role should be separated based on the individuals and circumstances existing at that time. The board believes that it needs to retain the ability to balance the independent board structure with the flexibility to appoint as chairman someone with hands-on knowledge of and experience in the operations of the company. The board periodically examines its governance practices, including the separation of the offices of chairman and CEO.

Independence

It is the policy of the board that a majority of the directors will be independent from management. Independence determinations are made on an annual basis at the time the board approves nominees for election at the next annual meeting and, if a director joins the board between annual meetings, at that that time.

The number of independent board members: of the 11 current members of the board, 10 are independent.

Code of Ethics

We strive to achieve the highest business and personal ethical standards, as well as compliance with the laws and regulations that apply to our business. Obeying the law, both in letter and in spirit, is the foundation on which this company's ethical standards are built.

Because our business depends upon the reputation of the company and its members of the Board of Directors, officers and employees for integrity and principled business conduct, Avista’s Code of Ethics goes beyond the requirements of the law.

It is the obligation of each and every member of the Board of Directors and each officer and employee of Avista to,  become familiar with the goals and policies of the company and integrate them into every aspect of our business. Our standard has been, and will continue to be, that of the highest ethical conduct. The complete Code of Ethics is here.

Communicating with the board

Shareholders and other interested parties may send correspondence to the board or individual directors through the Avista Corporate Secretary’s office. All communications will be forwarded to the person(s) to whom they are addressed unless it is determined that the communication does not relate to company or board business, is an advertisement or other solicitation, is frivolous or offensive, or is otherwise not appropriate to deliver.

Shareholder proposals, in writing, may be delivered to the company’s Corporate Secretary. Specific information about the process to do this can be found in the company’s proxy statement.

Reporting Suspected Violations

The message hotline number (1-877-861-6690) provides an alternate point of access for serious concerns regarding possible breeches of policies, business ethics or environmental practices (except environmental spills).

Compensation of Directors

Directors’ compensation is determined by the board, based on recommendations of the Governance/Nominating Committee. Members of management who are also directors will not receive additional compensation for their service as directors. The board believes that it is important to align the interests of the board with the company’s shareholders and, accordingly, a portion of directors’ compensation will be provided and held in company stock.

Conflicts of Interest

The company requires its members of the Board of Directors, officers, employees, consultants, representatives, and agents to avoid conflicts of interest, or even the appearance of such, between their obligations to the company and their personal affairs. None of these persons shall have an interest, position or relationship with any person, firm or corporation with whom the company does business or competes, if such interest, position or relationship would influence or might be likely to influence the actions of such individual in the performance of his or her duties.

Board Membership Criteria

The Governance/Nominating Committee annually reviews with the board the appropriate skills, attributes and characteristics required of board members in the context of the current composition of the board. In conducting this assessment, the committee considers diversity, retirement age, skills, and such other factors as it deems appropriate given the current needs of the board and the company.