Otter Tail Corporation's Board of Directors has three committees. They are the Audit, Compensation and Corporate Governance committees. This page provides brief descriptions of the functions of each committee, listings of committee members and links to each committee charter.
The Audit Committee assists the Board of Directors in fulfilling oversight responsibilities related to corporate accounting, financial reporting practices, the quality and integrity of financial reports, as well as legal compliance and business ethics. Working with the Board of Directors, the Audit Committee is responsible for retaining and monitoring the work of the Corporation's outside independent public accountants. The Audit Committee reviews and approves any non-audit work to be performed by the outside independent accountants. The Audit Committee reviews and approves the internal audit function of the Corporation, the financial statements of the Corporation and appropriate filings with the Securities and Exchange Commission. Finally, the Audit Committee has oversight responsibility for the Corporation's Code of Conduct.
Audit Committee Members:
Nathan Partain, Chair
Joyce Nelson Schuette
The Compensation Committee reviews, approves, and reports to the Board on compensation programs and benefit plan matters involving the Corporation's Directors and executive officers. The Compensation Committee oversees the administration of the Corporation's stock option plans, employee stock purchase plans and other employee benefit plans. Working with an outside compensation consultant, and subject to approval by the Board, this Committee sets compensation for the Chief Executive Officer and Directors and reviews compensation for the executive officers.
Compensation Committee Members:
Jim Stake, Chair
Kathryn O. Johnson
Joyce Nelson Schuette
Corporate Governance Committee
The Corporate Governance Committee provides recommendations on candidates for election as Directors, on Director Committee assignments to the Board and on actions necessary for the proper governance of the Corporation and for evaluating the performance of the Board of Directors and the Chief Executive Officer. With input from the Chief Executive Officer, the Committee also recommends executive officers for annual election. Finally, the Committee reviews, as necessary, changes in corporate governance required by statute or rule and makes recommendations to the Board on changes in structure, rule or practice necessary for compliance and for good corporate governance.
Corporate Governance Committee Members:
Karen Bohn, Chair