Q. Is there a charter for each of the Board committees?
A. Yes. There are three committees that have been established by the Board. The committees are Audit, Compensation and Corporate Governance. Each of the committees has a separate charter, which can be viewed in detail on the Committees/Charters page.
Q. How many of the directors are independent?
A. Seven of the nine Directors are presently designated as independent. The Compensation, Corporate Governance and Audit Committees are made up of independent directors. The charter for each of the board committees describes the membership qualifications in further detail.
Q. What qualifications are required to serve on the Audit Committee?
A. The members are required to be free from any financial, family or other material personal relationships that, in the opinion of the Board or Audit Committee members, would interfere with the exercise of his or her independence from management and the corporation and must be independent as defined in Rule 4200 of the National Association of Securities Dealers and Rule 10(a)(3) of the Securities and Exchange Commission. Additionally, members must be financially literate and have a working familiarity with basic finance and accounting practices. At least one member of the Audit Committee must have accounting or related financial management expertise. The Corporation's Audit Committee does have a financial expert as that term has been defined by the SEC pursuant to the Sarbanes-Oxley Act.
Q. How are employees made aware of their responsibilities on corporate governance?
A. All employees and Directors are provided with and are expected to conform their behavior with the Otter Tail Corporation Code of Conduct. They are encouraged to report suspected or potential violations of the Code of Conduct to their supervisor, the corporate Human Resources officer, or Otter Tail Corporation's General Counsel.
Those offices can be reached by calling or writing:
- Otter Tail Corporation
4334 18th Avenue SW, Suite 200
P. O. Box 9156
Fargo, ND 58106-9156
Fax (701) 232-4108
Senior Vice President of Human Resources (701) 451-3595
General Counsel (701) 451-3567
Any potential or suspected violation will be fully investigated and corrective action will be taken as necessary.
Q. Is there a confidential procedure for employees to raise accounting, audit or other ethical concerns related to Otter Tail Corporation?
A. In certain cases, an employee may feel uncomfortable asking a supervisor or corporate officer a question about ethics, or reporting a suspected violation of the Code of Conduct. In those situations, employees can call the Otter Tail Corporation Ethics Alertline at (877) 231-0884. This toll-free service is available 24 hours a day, seven days a week. The Alertline is answered by an independent third-party consultant who will report issues to Otter Tail Corporation while protecting the confidentiality of the caller.
Q. Is Otter Tail in compliance with the SEC rules regarding corporate governance?
A. Yes. Otter Tail has carefully followed the changes in corporate governance mandated by Sarbanes-Oxley as interpreted by the Securities and Exchange Commission. The company is confident that it is fully compliant and it will continue to monitor changes to ensure that it has appropriate and transparent corporate governance.
Q. Does Otter Tail have an Internal Audit function?
A. Yes. The role of Otter Tail's Internal Audit department is to provide independent appraisal of company activities to management and the Board, and review and strengthen internal controls for existing and new business practices. Our shareholders rely on us to accurately report financial performance and protect their assets while operating in a safe, effective and efficient manner. Therefore, it is critical to have the appropriate internal controls.
Q. Are all of Otter Tail's public filings available on its web site?
A. All publicly filed documents are archived on our corporate web site under SEC Filings. To view the files, select the following link: http://www.ottertail.com/investors/edgar.cfm.
Q. How can I contact the Board of Directors?
A. Shareholders may contact the Board of Directors by either mail or e-mail. Questions may be sent to the entire board, to a particular committee, or to a specific board member.
Otter Tail Corporation Board of Directors
P.O. Box 9156
Fargo, ND 58106-9156