Pinnacle West Capital Corporation
PNW Stock Mar 18, 2010 at 16:02 ET 37.94  +0.03   
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2008 Annual Report


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Corporate Governance

Pinnacle West is committed to sound corporate governance practices and financial integrity. Below are some key examples of our governance practices and links to areas for further information on our governance practices.

Corporate Governance and Sustainability
At Pinnacle West, we are striving to go beyond the traditional concept of corporate governance by applying sound corporate governance practices to key sustainability issues, including the following key corporate governance practices:

  • Board of Directors engagement and oversight
  • Management execution, including top management involvement, and integration into risk management and resource planning processes
  • Communication, education and involvement of front line employees 
  • Public disclosure
  • Emissions accounting
  • Strategic planning, including incorporation into business operations and business plans.

This sustainability governance structure is discussed in more detail in the Our Approach section of this report.

Independent Directors
The board of directors currently consists of 13 directors, 11 of whom have been determined to be independent.  See page 3 of the 2009 Proxy Statement under “Do we have independent directors?” and “How did the Board make its independence determinations?” for a discussion of the elements for independence and the determinations.

The Chairman of the Board of Directors is Donald E. Brandt.  His biography appears on page 13 of the 2009 Proxy Statement. The Corporate Governance Committee has considered separating the Chairman and CEO roles but concluded that the Company is best served by a structure in which the CEO also serves as Chairman.

Board Diversity
Three women and one minority serve on the company's 13-member board of directors.

Director and Executive Compensation
Director and executive compensation is discussed starting on pages 10 and 20 respectively of our 2009 Proxy Statement.

Mechanisms for Shareholders and Employees to Provide Recommendations or Direction to the Board of Directors
Please see page 8 of the 2009 Proxy Statement, “How are nominees for the Board selected?”; page 11 of the 2009 Proxy Statement, “How can shareholders communicate with the Board?”; and page 56, “How do we submit shareholder proposals or director nominations for the next Annual Meeting?”

Public Affairs
Electricity is critical to our economy. We believe that the electricity dialogue is a key policy issue, and that shaping an effective public policy is crucial to building a reliable energy future. Every year it becomes more important to inform our community leaders and elected and appointed officials about the importance of electricity to jobs, growth and economic efficiency.

Our ethics policy, described in "Doing the Right Thing," describes how our employees and our company interact with public officials. Pinnacle West has a Government Affairs Department which takes the lead on Pinnacle West's interactions with state and federal officials. In addition, Pinnacle West has a formal Political Action Committee (PAC) for employees of the company who elect to contribute to the PAC. Pinnacle West maintains strict adherence to the laws governing campaign contributions and PACs.

Involvement With Pesticides, GMOs, Fur, Alcohol, Tobacco, Firearms, Nuclear Weapons, Military Products, Pornography or Gambling Products
We do not have any business involvement/revenues in these product areas

Military Contracts and Percentage of Total Revenue
Pinnacle West does not have any specific military related contracts. However, as a public service utility, we provide electric services to all customers within our service territory, including military facilities.

Child and Forced Labor
Pinnacle West complies with all related laws and regulations regarding child labor or forced labor in the workplace.  Our internal staffing policy states that all external candidates who are selected for a regular position must be 18 years of age.

Pinnacle West Governance is Transparent
Key corporate governance information is available to the public on our Pinnacle West Web site. This includes detailed information on Board responsibilities, independence of board members, compensation, committee responsibilities and other key corporate governance issues at the Company.  Below are some of the links to PNW corporate governance that are available to the public:

 

 

 

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Corporate Headquarters:  400 North 5th Street, Phoenix, AZ 85004   (602) 250-1000   (800) 824-8101