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OFFON

NORTHWESTERN CORPORATION

(NWE)
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NorthWestern : ISS Governance Report (2021 Data)

09/08/2021 | 07:02pm EDT

Table of Contents

Composition of the Highest Governance Body and its Committees GRI 102-22

2

Chair of the Highest Governance Body GRI 102-23

3

Non-Executive Chairperson/ Lead Director

3

Governance Structure GRI 102-18

4

Board Composition Details

5

CEO Details

6

Board Effectiveness

6

Additional Compensation

7

Material Related-Party Transactions (RPTs)

7

Board Support and Responsiveness

8

Board Age/Tenure

8

C-suite Level Diversity

9

Diversity of Governance Bodies and Employees GRI 405-1

9

Use of Equity

10

Clawback Provision for Executive Compensation

10

Vesting Years

11

Stock Ownership

11

Management Ownership Requirements

11

Compensation Report

12

Compensation Linkage

13

Diversity and Inclusion Performance Measures

14

Golden Parachute Agreements

14

Remuneration Policies GRI 102-35

15

Say On Pay Provision

15

Special Grants

16

Shareholder Votes

16

Shareholder Voting Rights

16

Blank Check

17

Poison Pill Plan

17

Special Meeting

17

Shareholder Rights & Restrictions

18

Shareholder Meeting & Voting

18

Independent Directors

19

Audit Fees

19

Auditor Ratification and Employment

19

Audit Details

20

Non-Compliance with Laws and Regulations in the Social and Economic Area GRI 419-1

20

Indep Committees

21

Information Security Briefing

22

Information Security Board Experience

22

Cybersecurity Program

23

Information Security Breach Expenses

23

IT Security/ Cybersecurity Breaches

24

IT Security/ Cybersecurity Measures

24

Composition of the Highest Governance Body and its Committees GRI 102-22

ISS Governance Number: Q9; Q10; Q304; Q354; Q378; Q386

General Disclosures / Governance / Composition of the Highest Governance Body and its Committees GRI 102-22

Composition of the highest governance body and its committees.

Male

Female

Total Number

Total board members with executive functions

1

0

1

Total non-executive directors (excluding independent directors)

0

0

0

Total independent non-executive directors on the board

4

3

7

Total board

5

3

8

Total

Membership of under-represented social groups

1

Stakeholder Representation:

0

Vacancies on the board:

Board member

Other commitments

Competences relating to economic,

Stakeholder

Tenure/term

environmental and social impacts

representation

length

Dana Dykhouse

Chief Executive Officer,

Finance, executive, service territory,

No

12

First PREMIER Bank

board.

Tony Clark

Senior Advisor, Wilkinson

Utility, executive, regulatory, legal/public

No

5

Barker

policy, board.

Jan Horsfall

Managing Partner, Red

Finance, executive, technology,

No

6

Surfboard, LLC

information, cyber, legal/public policy,

marketing, board.

Britt Ide

President, Ide Energy &

Utility, executive, regulatory, engineering,

No

4

Strategy

technology, information, cyber, service

territory, legal/public policy, marketing,

board.

Bob Rowe

Chief Executive Officer,

Utility, finance, executive, regulatory,

No

13

NorthWestern

service territory, legal/public policy,

Corporation

board.

Linda Sullivan

Retired Executive Vice

Utility, finance, executive, regulatory,

No

4

President and Chief

technology, information, cyber, board.

Financial Officer of

American Water

Mahvash Yazdi

President, Feasible

Utility, finance, executive, technology,

No

2

Management Consulting

information, cyber, board.

Jeff Yingling

Partner, Energy Capital

Utility, finance, executive, technology,

No

2

Ventures

information, cyber, board.

Diversity is a concept that is difficult to simply define or measure, especially in a questionnaire

completed by companies located around the world. For this reason, explain any diversity, as

your company defines it, among the directors on your Board or other governing authority.

Ethnic Diversity; 1 Middle Eastern director

Gender Diversity: 3 female, 4 male directors

Age Diversity: age 40-49, 2 directors; age 50-59, 1 director; age 60-69, 5 directors

Tenure Diversity: less than two years, 2; 3-9 years, 4; 10+ years, 2

Board type

One-tier

Two-tier

Generated from OneReport

2/25

NorthWestern Energy

Female Chief Executive Officer or Equivalent

Yes

No

Female Chairperson or Equivalent

Yes

No

Data publicly available:

Yes

Link to disclosure:Proxy Materials (northwesternenergy.com)

References:

2021 Proxy StatementPage(s)53 49-

Chair of the Highest Governance Body GRI 102-23

ISS Governance Number: Q14

General Disclosures / Governance / Chair of the Highest Governance Body GRI 102-23 Whether the chair of the highest governance body is also an executive officer in the organization.

Roles of Chairman and Chief Executive (or their equivalents) are separate.

Role of CEO and Chairman is split and former CEO-Chairman is now Chairman.

Role of CEO and Chairman is split and chairman is non-executive but not independent.

Role of CEO and Chairman is split and former CEO-Chairman is now Chairman, and an independent lead director is appointed. Role of Chairman and CEO is joint.

Role of Chairman and CEO is joint, and an independent lead director is appointed.

If an independent lead director is appointed (split or joint), please indicate name:

The company has a presiding director in its Board of Directors:

No

Chairman is non-executive and independent

Chairman is an executive director

If chairman is non-executive and independent, indicate when this approach was adopted:

17 years ago

Data Publicly Available:

Yes

Additional Comments

RID14 and MSCI: The Board Chair is independent

References:

2021 Proxy StatementPage(s)47

Non-Executive Chairperson/ Lead Director

ISS Governance Number: Q16

General Disclosures / Governance / Non-Executive Chairperson/ Lead Director

Generated from OneReport

3/25

NorthWestern Energy

Is the board of directors/supervisory board headed by a non-executive and independent chairman and/or an independent lead director? Please indicate where this information is available in your public reporting or corporate website.

Attach up to five (5) public URLs indicating where this information is available in your public reporting or corporate website.

https://www.northwesternenergy.com/our-company/investor-rela...

2021 Proxy Statement

Page(s) 48, 50, 55

Corporate Governance Guidelines

Page(s) 1

Chairman is non-executive and independent.

Number of years this approach has been adopted: 17

Role of CEO and chairman is split and former CEO/chairman (presently in a non-executive position) is now chairman

Role of CEO and chairman is split and chairman is non-executive but not independent

Role of CEO and chairman is split and former CEO/chairman is now chairman, but independent lead director is appointed

Role of chairman and CEO is joint, but independent lead director is appointed

Role of chairman and CEO is joint or chairman is an executive director

We do not report this information.

Not applicable. Please provide explanations in the appropriate comment box below.

Not known.

Additional Comments

Q16: Yes

References:

2021 Proxy Statement

Page(s) 48, 50,

55

Corporate Governance

Page(s) 1

Guidelines

Governance Structure GRI 102-18

ISS Governance Number: Q23; Q27; Q28; Q33; Q34; Q306

General Disclosures / Governance / Governance Structure GRI 102-18

Governance structure of the organization, including committees of the highest governance body and committees responsible for the decision-making on economic, environmental, and social topics.

Committee Function

Name of Committee

Formal Board

Number of

Number of Non-

Number of

Committee

Responsibility?

Executive

Executive Directors

connected

chairperson is

Directors

(NEDs)

NEDs

independent

Audit/Accounting

Audit Committee

0

3

0

Yes

No

Remuneration/ Compensation

Human Resources Committee

0

3

0

Yes

No

Nomination

Nominating and Governance Committee

0

3

0

Yes

No

Worldwide Labor Policies and Practices

Human Resources Committee

0

3

0

Human Rights Issues

Human Resources Committee

0

3

0

Diversity and Employment Equity

Human Resources Committee

0

3

0

Supply Chain Social Responsibility

Safety, Environmental, Technology and Operations

0

3

0

Committee

Generated from OneReport

4/25

NorthWestern Energy

Corp. Social Responsibility, Corp. Citizenship,

0

3

0

Sustainable Development

Safety, Environmental, Technology and Operations

Committee, Governance Committee, Board of

Directors

Health and Safety

Safety, Environmental, Technology and Operations

0

3

0

Committee

Environmental Issues

Safety, Environmental, Technology and Operations

0

3

0

Committee

Risk Management

Audit Committee, Board of Directors

0

3

0

Ethics Issues

Audit Committee, Nominating and Governance

0

3

0

Committee; Board of Directors

Political Involvement

Nominating and Governance Committee

0

3

0

Customer Service and Quality

Safety, Environmental, Technology and Operations

0

3

0

Committee

Community and Public Relations

Nominating and Governance Committee

0

3

0

Charitable Giving

Nominating and Governance Committee

0

3

0

Is the company's governance structure data publicly

available?

Yes

Link to

Corporate Governance

(northwesternenergy.com); Proxy Materials

disclosure:(northwesternenergy.com)

Additional Comments

Bloomberg

  • Committee were composed of 4 NEDs from 2013-2020; 2021 the committee size became 3 NEDs
  • All committees and committee chairs are NEDs

ISS

Q23: The chair of the Nominating and Governance Committee is an Independent NED

Q27: There are no executives on the Human Resources Committee

Q28: The chair of the Human Resources Committee is an Independent NED

Q33: There are no executives on the Audit Committee

Q34: The chair of the Audit Committee is an Independent NED

Q306: There are no executives on the Nominating and Governance Committee

Board Composition Details

ISS Governance Number: Q36; Q38; Q39; Q205; Q206; Q401

General Disclosures / Governance / Board Composition Details

Publicly disclosed details regarding NorthWestern Energy 's board of directors.

Number of executive directors who serve on a significant number of outside boards:

0

Number of non-executive directors who serve on a significant number of outside boards:

0

Number of outside boards Board Chair serves on:

0

Percentage of the board consisting of immediate family members of majority shareholders, executives and former executives within the past five years: 0

Percentage of the board who are former or current employees of the company:

12.5

Percentage of the board who have familial relationships with other directors:

25

Additional Comments

NorthWestern has 8 directors. One of those directors is NorthWestern's CEO, a current employee of the company. Two of the independent directors are first cousins.

Generated from OneReport

5/25

NorthWestern Energy

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

NorthWestern Corporation published this content on 08 September 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 September 2021 23:01:00 UTC.


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Sales 2021 1 304 M - -
Net income 2021 190 M - -
Net Debt 2021 2 494 M - -
P/E ratio 2021 15,8x
Yield 2021 4,35%
Capitalization 2 943 M 2 943 M -
EV / Sales 2021 4,17x
EV / Sales 2022 4,21x
Nbr of Employees 1 530
Free-Float 92,3%
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Technical analysis trends NORTHWESTERN CORPORATION
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Income Statement Evolution
Consensus
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Mean consensus OUTPERFORM
Number of Analysts 7
Last Close Price 57,07 $
Average target price 68,29 $
Spread / Average Target 19,7%
EPS Revisions
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Robert C. Rowe Chief Executive Officer & Director
Brian B. Bird President & Chief Operating Officer
Travis Meyer Director-Finance & Investor Relations Officer
Crystal Dawn Lail Chief Financial Officer & Vice President
Dana J. Dykhouse Non-Executive Chairman
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