OF THE BOARD OF DIRECTORS
The Board of Directors (“the Board”), elected by the shareholders, is
charged with the responsibilty of overseeing
SCANA’s business which is conducted by the officers, managers and
employees, under the direction of the Chief Executive Officer (“CEO”).
The Board selects the CEO and acts as advisor and counselor to the CEO in
monitoring the performance of the management team in enhancing the
long-term value of SCANA Corporation for its shareholders.
RESPONSIBILITIES OF THE BOARD OF DIRECTORS
The Board performs the following functions in addition to its general
oversight role described above:
- reviews, oversees and
approves fundamental financial and business strategies and major
- reviews and assesses
identified major risks facing SCANA and the options for their
- approves and maintains a
succession plan for the CEO, senior executives, and other senior
- reviews the CEO’s
performance in accomplishing the objectives of the strategic plan
and business plan; and
- reviews the CEO’s annual
assessment of senior management and other senior leaders.
OF THE BOARD
The Board has a minimum of four scheduled meetings each year at which it
reviews and discusses materials provided to Directors prior to the
meetings, including materials regarding the performance of SCANA in
implementing its long-range strategic plan, goals and objectives and any
immediate issues before SCANA. In addition to the regularly scheduled
board meetings, the Board generally meets in one or more strategy
sessions during each calendar year. Directors are expected to attend all
scheduled board and committee meetings and to review in advance of the
meeting all provided materials. Directors are also expected to attend all
annual meetings of shareholders.
- It is the policy of SCANA
that the positions of Chairman of the Board and Chief Executive
Officer be held by the same person. SCANA has operated in this
manner very successfully over many years.
- The Chairman of the Board
and Chief Executive Officer ("Chairman and CEO") sets the
agenda for Board meetings with the understanding that certain items
pertinent to the advisory and monitoring functions of the Board
should be brought to it periodically for review and/or decision.
Agenda items that fall within the scope of responsibilities of a
Board committee are discussed by the Chair of that committee. Any
member of the Board may request that an item be included on the
- Board materials related
to agenda items are provided to Board members sufficiently in
advance of Board meetings to allow the Directors to prepare for
discussion of these items at the meeting.
- At the invitation of the
Board, members of senior management recommended by the Chairman and
CEO attend Board meetings or portions thereof for the purpose of
participating in discussions. Generally, presentations of matters to
be considered by the Board are made by the manager responsible for
that area of SCANA’s operations. In addition, the Board has free
access to all other members of management and employees of SCANA
and, as necessary and appropriate, the Board may consult with
independent legal, financial and accounting advisors to assist with
respect to its duties to SCANA and its shareholders.
- Meetings of independent
Directors without management present are held regularly (at least
four times a year) and additionally to review the report of the
independent registered public accounting firm, the criteria upon
which the performance of the Chairman and CEO and other senior
managers is based, the performance of the Chairman and CEO against
such criteria, the compensation of the Chairman and CEO and other
senior managers, and other relevant matters.
- The Board, with guidance
from the Governance Committee, conducts an annual performance
- The Audit, Human
Resources and Governance Committees consist only of independent
Directors. The Nominating Committee consists only of independent
Directors who are not eligible for election at the next annual
- The frequency, length and
agenda of meetings of each of the committees are determined by the
Chair of the committee. Sufficient time to consider the agenda items
is provided. Materials related to agenda items are provided to the
committee members sufficiently in advance of the meeting to allow
the members to prepare for discussion of these items at the meeting.
- The responsibilities of
each of the committees are determined by the Board from time to time
with guidance from the Governance Committee and are set forth in the
- Each committee is
responsible for conducting an annual performance self-evaluation.
AND INDEPENDENCE OF DIRECTORS
- SCANA’s Bylaws provide
for a minimum of nine and a maximum of twenty directors as may be
determined from time to time by the Board of Directors. The Board
believes that the preferable size of the Board is in the range of
nine to fifteen members.
- It is SCANA's policy that
a majority of the Directors be independent as determined under the
New York Stock Exchange ("NYSE") rules and under any
Director Qualifications Standards recommended by the Board. In
making determinations of independence, the Board considers all
relevant facts and circumstances.
- In addition to the
foregoing, Audit Committee members may not accept, directly or
indirectly, any consulting, advisory or other compensatory fee from
SCANA, or have any other direct or indirect financial relationship
with SCANA other than ownership of SCANA securities and compensation
for service as Directors. Audit Committee members may receive
Directors’ fees in the same form as other Directors and may receive
the same regular benefits that other Directors receive.
- Directors must possess
and have demonstrated the highest personal and professional ethics,
integrity and values consistent with those of SCANA.
- Directors must be
unencumbered and unbiased and able to make business judgments in the
long term interests of SCANA and its shareholders as a whole.
- Directors are required to
deal at arm’s length with SCANA and its subsidiaries and to disclose
all circumstances material to the Director that might be perceived
as a conflict of interest.
- Directors must be
committed to the enhancement of the long-term interests of SCANA's
- Directors must be willing
to challenge the strategic direction of management, exercising
mature judgment and business acumen.
- Directors must be willing
to devote sufficient time and care to the exercise of their duties
- Directors must possess
significant experience in management positions of successful
- Directors who serve as
chief executive officers or equivalent positions should not serve on
more than two boards of public companies in addition to the SCANA
Board. Other Directors should not serve on more than four boards of
public companies in addition to the SCANA Board.
- The term of office of any
Director who is not a salaried employee of the corporation shall
expire at the Annual Meeting of Shareholders next preceding the date
on which such director attains age 70. There are no other
limitations on the length of Board service. The Board does not
believe that rigid term limits for Directors would serve SCANA's
- Pursuant to SCANA’s
Bylaws, all Independent Directors are required to own a minimum
number of shares of the Corporation’s common stock equal to the
number of shares granted in the five most recent annual retainers
for Directors. Persons serving as Directors as of February 19, 2009
shall be required to meet the minimum share ownership requirement by
the last day of February 2014, and persons who are subsequently
elected as directors shall be required to meet such requirement
within six years following the date of their election. The
Nominating Committee has the discretion to grant a temporary waiver of
such minimum share ownership requirements upon demonstration by a
director that, due to a financial hardship or other good reason, he
or she cannot meet the minimum share ownership requirements. The
Nominating Committee will evaluate on an annual basis each
director’s share ownership to ensure compliance with the minimum
ownership requirements. In addition, one hundred percent of the
annual retainer paid to independent Directors is paid in SCANA
stock. The Board reviews Director compensation
annually with guidance from the Nominating Committee. In making
recommendations to the Board, the Committee shall consider the
following: compensation should fairly pay Directors for work
required in a company of SCANA’s size and scope; compensation should
align Directors' interests with the long-term interests of
shareholders; and the structure of the compensation should be
simple, transparent and easy for shareholders to understand.
Directors may also participate in the SCANA Corporation Director
Compensation and Deferral Plan. Under this plan, a Director may
elect to defer up to 100% of retainer and meeting fees with
distribution from the Plan to be ultimately payable in either shares
of SCANA common stock or cash.
ORIENTATION AND CONTINUING EDUCATION
The Nominating Committee is responsible for monitoring the orientation
and education needs of the Directors as well as for making
recommendations about orientation and education to the Board, individual
directors and management where appropriate. Directors are expected to
annually attend a director training program that is approved or endorsed
by a nationally recognized firm. Such annual training shall be in a
subject matter related to corporate governance or another subject
specifically related to service on our Board. The Corporate Secretary
shall be responsible for coordinating an orientation for new directors,
and for periodically providing materials or briefing sessions for all
directors on subjects that would assist them in discharging their duties.
Each new director shall, within six months of election to the Board,
spend a day at corporate headquarters for personal briefing by senior
management on SCANA’s strategic plan, its financial statements, and its
key policies and practices.
SCANA POLICIES ON BUSINESS ETHICS AND CONDUCT
- All SCANA employees,
including the Chairman and CEO, the Chief Financial Officer, the
Principal Accounting Officer and Directors, are required to abide by
SCANA’s longstanding Code of Conduct to ensure that SCANA’s business
is conducted in a consistently legal and ethical manner. These
standards form the foundation of a comprehensive process that
includes compliance with corporate policies and procedures, an open
relationship among colleagues that contributes to good business conduct,
and an abiding belief in the integrity of SCANA’s employees. SCANA’s
policies and procedures cover all areas of professional conduct,
including employment policies, conflicts of interest, intellectual
property and the protection of confidential information, and require
adherence to laws and regulations applicable to the conduct of
- Employees are required to
report any conduct that they believe in good faith to be an actual
or apparent violation of SCANA’s Code of Conduct.
These governance principles are reviewed periodically by the Board.
The Board shall annually elect the Company’s Lead Director. The Lead
Director presides at all Board meetings at which the Chairman is not
present, including executive sessions of the independent directors held
at each regularly scheduled Board meeting, and is also authorized to call
meetings of the independent directors when necessary or appropriate.
COMMUNICATIONS WITH DIRECTORS
You may communicate with the Chairs of the Audit, Human Resources,
Nominating, and Governance committees by sending an e-mail to firstname.lastname@example.org, email@example.com,
or with the independent Directors as a group by sending an e-mail to firstname.lastname@example.org.
SCANA will not make any personal loans or extensions of credit to
Directors or executive officers. Amounts owed for the provision of
utility services by the Company or its subsidiaries and billed to the
Director or officer and paid in the ordinary course of business shall not
be deemed to be a loan.
BOARD INTERACTION WITH INSTITUTIONAL INVESTORS, THE MEDIA AND
The Board believes that communications and relationships on behalf of
SCANA with institutional investors, the media and customers should be
conducted primarily by members of management. However, Directors may
participate occasionally in such interaction at the request and with the
knowledge of the CEO.