Ameren Corporation

Corporate Governance Guidelines

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The purpose of these Corporate Governance Guidelines is to implement the requirements of the Sarbanes-Oxley Act of 2002 and the New York Stock Exchange (“NYSE”) listing requirements as well as to set forth the vision of Ameren Corporation (the “Company”) as to good corporate governance practices. The Guidelines shall apply to the Board of Directors of the Company.

Dated: February 10, 2012


·         Director Qualification Standards

A majority of the members of the Board of Directors must qualify as independent directors in accordance with the applicable provisions of the Securities Exchange Act of 1934, and the rules promulgated thereunder and the applicable rules of the NYSE.

Directors are expected to advise the Chairman of the Board and the Chairman of the Nominating and Corporate Governance Committee upon (i) accepting any other company (public or private) directorship or any assignment to the audit committee or compensation committee of the board of directors of any other company (public or private) of which such director is a member and (ii) accepting a directorship (or equivalent position) with a not for profit organization. Upon receipt of notice from a Director regarding acceptance of any such directorship or assignment to any other company’s audit committee or compensation committee, the Chairman of the Nominating and Corporate Governance Committee shall consult with the Chairman of the Board, the Lead Director (defined in Section 2 below) and the other members of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee shall then evaluate whether the new commitment constitutes a significant change in professional responsibilities, occupation or business association.

In the event a Director notifies the Chairman of the Board and the Chairman of the Nominating and Corporate Governance Committee prior to accepting any other directorship or any assignment to the audit committee or compensation committee of the board of directors of any other company, the Chairman of the Nominating and Corporate Governance Committee shall consult with the Chairman of the Board and the Lead Director. The Nominating and Corporate Governance Committee shall then evaluate the facts and circumstances relating to such proposed service or assignment to determine whether it constitutes a significant change in professional responsibilities, occupation or business association and advise the Director and the Board of its determination.

Directors who attain age 72 prior to the date of an annual meeting shall submit a letter to the Nominating and Corporate Governance Committee offering his or her resignation, effective with the end of the director’s elected term, for consideration by the Committee. The Nominating and Corporate Governance Committee will review the appropriateness of continued service on the Board of Directors by that director and make a recommendation to the Board of Directors and, if applicable, annually thereafter.

Each Director who undergoes a significant change in professional responsibilities, occupation or business association shall notify the Nominating and Corporate Governance Committee and offer his or her resignation from the Board. The Nominating and Corporate Governance Committee will evaluate the facts and circumstances and make a recommendation to the Board whether to accept the offered resignation or request that the Director continue to serve on the Board. The Board shall review the recommendation of the Nominating and Corporate Governance Committee and shall determine whether to accept the offered resignation or request the Director continue to serve on the Board.

·         Director Responsibilities And Board Leadership

Directors should exercise their business judgment to act in what they reasonably believe to be in the best interests of the Company in a manner consistent with their fiduciary duties. Directors should regularly attend meetings of the Board of Directors and of all Board committees upon which they serve. To prepare for meetings, directors should review the materials that are sent to directors in advance of those meetings.

Directors shall at all times exhibit high standards of integrity, commitment and independence of thought and judgment. In furtherance thereof, directors shall comply with the Corporate Compliance Policy.

The Board of Directors shall determine annually whether to separate or combine the offices of Chairman of the Board and Chief Executive Officer, based upon the Board’s determination of what is in the best interests of the Company and its shareholders, in light of then-current and anticipated future circumstances and taking into consideration succession planning, skills and experience of the individual(s) filling those positions, and other relevant factors.

The Board of Directors will schedule regular executive sessions where non-management directors (i.e., directors who are not Company officers but who do not otherwise have to qualify as “independent” directors) meet without management participation at the end of each Board meeting. When the Chairman of the Board is the Chief Executive Officer or an employee of the Company, the Nominating and Corporate Governance Committee of the Board of Directors shall select an independent director to preside or lead at each executive session (which selection shall be ratified by vote of the non-management directors of the Board of Directors) (the “Lead Director”). The Board of Directors will establish methods by which interested parties may communicate directly with the Lead Director or with the non-management directors of the Board of Directors as a group and cause such methods to be disclosed in accordance with the applicable law and the rules of the NYSE.

The authority, duties and responsibilities of the Lead Director are as follows: convene and chair meetings of the non-management directors in executive session at each Board meeting; convene and chair meetings of the independent directors in executive session no less than once each year; preside at all meetings of the Board at which the Chairman is not present, including executive sessions of the non-management directors and independent directors; solicit the non management directors for advice on agenda items for meetings of the Board; serve as a liaison between the Chairman and Chief Executive Officer (the “Chairman and CEO”) and the non management directors; call meetings of the independent directors; collaborate with the Chairman and CEO in developing the agenda for meetings of the Board and approve such agendas; consult with the Chairman and CEO on information that is sent to the Board; collaborate with the Chairman and CEO and the chairpersons of the standing committees in developing and managing the schedule of meetings of the Board and approve such schedules; and if requested by major shareholders, ensure that he or she is available for consultation and direct communication. In performing the duties described above, the Lead Director is expected to consult with the chairs of the appropriate Board committees and solicit their participation. The Lead Director shall also perform such other duties as may be assigned to the Lead Director by the Company’s By-Laws or the Board.

The Board of Directors shall at all times maintain an Audit and Risk Committee, a Nominating and Corporate Governance Committee and a Human Resources Committee which must operate in accordance with applicable law, their respective charters as adopted and amended from time to time by the Board, and the applicable rules of the Securities and Exchange Commission and the NYSE; provided that the Nominating and Corporate Governance Committee and the Human Resources Committee shall perform their respective committee functions for all Company subsidiaries which are registered companies pursuant to the Securities Exchange Act of 1934. Each such committee shall have a written charter of authority, duties and responsibilities, which shall be periodically reviewed by the Board. The Board may also establish such other committees as it deems appropriate and delegate to such committees such authority permitted by applicable law and the Company’s By-Laws as the Board sees fit. The written charter of each such other committee shall be periodically reviewed by the Board.

·         Meetings With Chief Executive Officer; Director Access To Management And Independent Advisors

At each regularly scheduled Board meeting, the Board of Directors shall meet with the Chief Executive Officer, without other members of management being present.

The Company shall provide each director with complete access to the management of the Company, subject to reasonable advance notice to the Company and reasonable efforts to avoid disruption to the Company’s management, business and operations. The Board of Directors and Board committees, to the extent set forth in the applicable committee charter, have the right to consult and retain independent legal and other advisors at the expense of the Company.

·         Director Compensation And Director Stock Ownership Requirement

The Nominating and Corporate Governance Committee of the Board of Directors will review and recommend to the Board of Directors for approval the form and amount of director compensation, including cash, equity-based awards and other director compensation. In connection with such director compensation, the Board of Directors will be aware that questions may be raised when directors’ fees and benefits exceed what is customary. Similarly, the Board of Directors will be aware that the independence of directors could be questioned if substantial charitable contributions are made to organizations in which a director is affiliated or if the Company enters into consulting contracts with, or provides other indirect compensation to, a director. The Board of Directors will critically evaluate each of these matters when determining and approving the form and amount of director compensation, and the independence of a director.

The compensation to be received by the members of the Audit and Risk Committee from the Company is specifically limited to those fees paid for their service as a director and member or chair of any committee of the Board, other than receipt of a pension for prior service as a Company employee.

The Board of Directors believes that appropriate stock ownership by directors further aligns their interests with those of the shareholders. Accordingly, the Board of Directors has established a Director Stock Ownership Requirement (the “Director Stock Ownership Requirement”) for all non-management directors that within five years of the January 1, 2007 effective date of the Director Stock Ownership Requirement or within five years after initial election to the Board, each non-management director own shares of the Company’s Common Stock valued at five times such director’s base cash annual retainer. At any time a non management director has not satisfied the Director Stock Ownership Requirement, such director must retain at least 50% of the net shares delivered to him or her after January 1, 2012 under the Company’s equity compensation programs. The Nominating and Corporate Governance Committee is authorized to make exceptions to the Director Stock Ownership Requirement for cases of economic hardship.

·         Ameren Leadership Team Stock Ownership Requirement

The Board of Directors believes that appropriate stock ownership by members of the Ameren Leadership Team (“ALT members”) further aligns the members’ interests with those of the shareholders. Accordingly, the Board of Directors has established an Ameren Leadership Team Stock Ownership Requirement (the “ALT Stock Ownership Requirement”) for the ALT members listed below that each such member own shares of the Company’s Common Stock valued as a percentage of base annual salary as follows: President and Chief Executive Officer of the Company (300%), President and Chief Executive Officer of Ameren Services Company and of each Company business segment (200%), and all other ALT members (100%). At any time an ALT member has not satisfied the applicable stock ownership requirement, such member must retain at least 75% of the net shares delivered to him or her under the Company’s equity compensation programs until the applicable requirement is satisfied. The Nominating and Corporate Governance Committee is authorized to make exceptions to the ALT Stock Ownership Requirement for cases of economic hardship

·         Director Orientation And Director Education Program

Under the direction of the Board of Directors, the Nominating and Corporate Governance Committee will establish, or identify and provide access to, appropriate orientation programs, sessions and materials for newly elected directors of the Company for their benefit, which shall be conducted within no more than six months of the meeting at which such new directors are elected. This orientation shall include delivery of a director reference manual which will be updated for all directors on an annual basis and presentations by senior management (as indicated) to familiarize new directors with the Company’s: strategic plans (President of each Company business segment); significant financial, accounting and risk management issues, and internal and independent auditors (Chief Financial Officer); compliance programs, Code of Ethics, governance practices, and significant litigation and regulatory matters (General Counsel); and principal officers and compensation structure (Vice President, Human Resources). In addition, the orientation shall include visits to the Company’s headquarters, and may include visits to certain of the Company’s significant facilities.

The Board of Directors has established a Director Education Program that provides directors with the opportunity to receive substantive instruction on topical issues relating to the responsibilities of directors of public companies and corporate governance matters. The Director Education Program is intended to supplement the Board of Directors’ orientation program described above. The Director Education Program makes available to each director the opportunity to attend one or more education programs each year. Although involvement by directors in the Director Education Program is highly encouraged, participation is on a voluntary basis.

·         Management Evaluation And Succession

The non-management members of the Board of Directors will meet in executive session to conduct an annual review of the performance and compensation of the Chairman and CEO, taking into account the views and recommendations of the Human Resources Committee.

The Board of Directors will establish and review such formal or informal policies and procedures, consulting with the Nominating and Corporate Governance Committee, the Chairman and CEO and others, as it considers appropriate, regarding succession to the Chairman and CEO in the event of emergency or retirement. In furtherance thereof, the Board of Directors will meet periodically in executive session to plan for succession with respect to the position of Chief Executive Officer and monitor management’s succession planning for other key executives.

·         Annual Performance Evaluation Of The Board And Committees Thereof; Annual Director Peer Evaluation

The Board of Directors and each of the Audit and Risk Committee, the Human Resources Committee and the Nominating and Corporate Governance Committee will conduct a self-evaluation annually to determine whether the Board and such committees are functioning effectively. The full Board of Directors will discuss the evaluation reports to determine what, if any, action could improve Board and Board committee performance. The Board of Directors, with the assistance of the Nominating and Corporate Governance Committee, as appropriate, shall review these Corporate Governance Guidelines on an annual basis to determine whether any changes are appropriate.

Furthermore, the Board of Directors will conduct a peer evaluation annually to provide for greater director accountability, to serve as a method to establish clear expectations for director performance, to measure the entire Board’s effectiveness and to provide feedback to directors regarding the ways that the director can improve his or her performance and thus, facilitate the achievement of the collective goals of the Board. The Board of Directors will discuss the peer evaluation reports to determine what, if any, action could improve a director’s performance as it relates to the overall effectiveness of the Board.

·         Amendment, Modification And Waiver

These Guidelines may be amended, modified or waived by the Board of Directors and waivers of these Guidelines may also be granted by the Nominating and Corporate Governance Committee, subject to the disclosure and other provisions of the Securities Exchange Act of 1934, the rules promulgated thereunder and the applicable rules of the NYSE.