Governance FAQs

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 Committee Composition page.

Eight 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.

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 board of directors has determined that three members of the Audit Committee are financial experts as defined by the SEC and all members of the Committee are financially literate.

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 Human Resources
P. O. Box 9156
Fargo, ND 58106-9156
Fax (701) 232-4108
Vice President of Human Resources (701) 451-3595

Otter Tail Corporation Office of General Counsel
P.O. Box 496
Fergus Falls, MN 56538-0496
Fax (218) 998-3165
General Counsel (218) 998-7144

Any potential or suspected violation will be fully investigated and corrective action will be taken as necessary.

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 contact the Otter Tail Corporation Alertline by calling (800) 461-9330 or text/SMS (218) 394-7272. This toll-free service is available 24 hours a day, seven days a week. Employees also have the option to visit the Otter Tail Corporation Webpage to report. 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.

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.

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.

All publicly filed documents are archived on our corporate web site under SEC Filings. Click here to view the files.

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.

Mailing Information
Otter Tail Corporation Board of Directors
P.O. Box 496
Fergus Falls, MN 56538-0496

E-mail Information
boardofdirectors@ottertail.com