Table of Contents | |
Contact Point for Questions Regarding the Report GRI 102-53 | 3 |
Board Industry Experience | 3 |
Board Support and Responsiveness | 3 |
Board Capture | 4 |
Material Related-Party Transactions (RPTs) | 4 |
Stock Ownership | 5 |
Executive/Board Misconduct | 5 |
Business Practices Controversies | 5 |
Controversies Summary | 5 |
Engagement and Responsiveness to Shareholders | 6 |
Chair of the Highest Governance Body GRI 102-23 | 6 |
Board Age/Tenure | 7 |
Nominating and Selecting the Highest Governance Body GRI 102-24 | 7 |
Director Biographies | 8 |
Board Effectiveness | 8 |
Shareholder Board Candidates | 9 |
Shareholder Meeting & Voting | 10 |
Effectiveness of Risk Management Process GRI 102-30 | 10 |
Governance Structure GRI 102-18 | 10 |
Board Diversity | 12 |
Shareholder Votes | 12 |
Ownership and Legal Form GRI 102-5 | 12 |
Capital-Related and Liquidity-Related Risks | 12 |
Shareholder Rights & Restrictions | 13 |
Poison Pill Plan | 13 |
Compensation Report | 14 |
Say On Pay Provision | 14 |
Pay Controversies | 14 |
Long-Term Incentives for Employees | 15 |
CEO Compensation - Long-Term Performance Alignment | 15 |
CEO Pay Ratio | 16 |
Remuneration Policies GRI 102-35 | 17 |
Golden Parachute Agreements | 17 |
Median Compensation | 17 |
Clawback Provision for Executive Compensation | 18 |
Indep Committees | 18 |
Audit Fees | 19 |
Auditor Ratification and Employment | 20 |
Audit Details | 20 |
CSR and Board Committee | 21 |
Compensation Linkage | 21 |
Political Donations | 22 |
Political Contribution GRI 415-1 | 23 |
Contributions & Other Spending | 24 |
Corruption & Bribery | 24 |
Bribery, Corruption and Business Ethics | 25 |
Tax Strategy and Governance | 26 |
Tax Reporting | 27 |
Non-Discrimination | 27 |
Supplier Implementation | 27 |
Emissions Reduction Targets | 28 |
Environmental Procurement | 29 |
Corporate Environmental Policy Areas | 29 |
Environmental Policy | 32 |
Environmental Management System | 32 |
Biodiversity Program | 34 |
EMS | 35 |
Air Emission Reduction | 36 |
Global Totals by Year | 37 |
Water Reduction | 38 |
CO2e Intensity | 39 |
Intensity Targets | 40 |
Supplier Environmental Programs | 40 |
Labor Policy | 41 |
Diversity Tracking | 42 |
Employee Turnover Rate | 43 |
H&S Management | 44 |
Accidents, Fatalities and Incidents | 45 |
Supplier Social Compliance | 46 |
Community Engagement | 47 |
Community Development Program | 48 |
Code of Conduct | 50 |
Whistleblowing Programs | 51 |
United Nations Global Compact | 52 |
CSR Report | 52 |
Identifying and Managing Economic, Environmental, and Social Impacts GRI 102-29 | 53 |
Diversity of Governance Bodies and Employees GRI 405-1 | 54 |
Composition of the Highest Governance Body and its Committees GRI 102-22 | 54 |
Notes for Sustainalytics | 56 |
Contact Point for Questions Regarding the Report GRI 102-53
Sustainalytics Number: Contact
General Disclosures / Reporting Practice / Contact Point for Questions Regarding the Report GRI 102-53
Contact point for questions regarding the report or its contents.
Name: | Tory Payne | |
Title: | Corporate Financial Analyst | |
Mailing Address: | NorthWestern Energy | |
3010 South 69th Street | ||
Sioux Falls, SD 57106 | ||
Phone: | 605-978-2851 | |
Email: | tory.payne@northwestern.com | |
Additional Comments
Optional contact: Travis Meyer at 605-978-2967 or travis.meyer@northwestern.com. Physical mailing address is the same as above.
Board Industry Experience
Sustainalytics Number: CG.1.1
General Disclosures / Governance / Board Industry Experience
Number of board members with relevant work experience in the company's sector according to GICS Level 1 sector classification, excluding executive members and employee representatives.
Number of independent or non-executive members with industry experience (e.g., excludes executives): | 5 |
Please list the independent or non-executive directors included in the above count:
Tony Clark, Britt Ide, Linda Sullivan, Mahvash Yazdi, Jeff Yingling
Attach up to five (5) public URLs indicating where this information is available in your public reporting or corporate website.
2021 Proxy StatementPage(s) 49
Please select one of the following options. (Required)
We do report this information and have completed the table above.
We do not report this information.
Not applicable. Please provide explanations in the appropriate comment box below.
Not known
Board Support and Responsiveness
Sustainalytics Number: CG.1.2
General Disclosures / Governance / Board Support and Responsiveness
Generated from OneReport | 3/56 | NorthWestern Energy |
Publicly available disclosure of instances of low vote support or material governance failures at NorthWestern Energy .
Describe details of board failure to implement a shareholder resolution, response to low vote support for a management proposal, or low support or approval rate for directors. Attach public references as needed.
None
Lowest percentage of vote support received by management-nominated directors at most recent annual meeting: | 83.19 |
Describe details of board members' service on other boards, including governance controversies and performance failures at other companies. Attach public references as needed.
Other boards our directors are members of can be found in their individual biographies in the proxy on pages 50-53. There are no known governance controversies or performance failures at other companies.
Additional Comments
Q49: None
Q99: NA
Q312: None
Q345: No
Q350: NA
Q383: 83.19%
References:
2021 Proxy StatementPage(s)53 50-
Board Capture
Sustainalytics Number: CG.1.3
General Disclosures / Governance / Board Capture
Seeks to identify board experience and level of independence
Identify board experience and level of independence
Northwestern's longest tenured director has been on the board for more than 12 years and our two shortest tenured directors have been on the board for less than two years. Only two of our directors have been on our board for more than ten years. None of our board members serve on other boards together and none of our executives serve on any boards related to our directors.
References:
2021 Proxy StatementPage(s)53 pp. 49-
Material Related-Party Transactions (RPTs)
Sustainalytics Number: CG.1.6
General Disclosures / Governance / Material Related-Party Transactions (RPTs)
Publicly available details of material related-party transactions (RPTs) at NorthWestern Energy
Percent of directors involved in material related-party transactions: | 0 |
Information on whether directors with related-party transactions sit on key board committees.
Information regarding director or CEO involvement in material related-party transactions. Attach publicly available supporting references as needed.
Information regarding related-party transactions with significant shareholders.
Additional Comments
Q50: 0%
Q51: NA
Q216: No
Generated from OneReport | 4/56 | NorthWestern Energy |
Stock Ownership
Sustainalytics Number: CG.1.7
General Disclosures / Governance / Stock Ownership
Publicly available information regarding stock options and ownership for executives and directors at NorthWestern Energy .
Describe holding or retention period for stock options as well as for restricted shares/stock awards for executives:
The Company does not grant stock options.
Directors are subject to stock ownership guidelines:
Yes Link to disclosure:https://www.northwesterne...
What are the pricing conditions for stock options granted to executives?
Proportion of directors with more than one year of service who own stock: | 100 |
Information regarding pledging of company shares by any executive or director |
We are aware of no pledging of company shares. Our insider trading policy prohibits pledging of company shares.
Additional Comments
Q134/135: There is an expected stock ownership level for executives based on position that must be maintained while in that position at the Company.
Q143: Yes. Directors are subject to stock ownership guidelines.
Q144: 100% of directors own stock
Q243: No
References:
Corporate Governance
Guidelines
Page(s) 6
2021 Proxy Statement
Page(s)
63
Executive/Board Misconduct
Sustainalytics Number: CG.1.8
General Disclosures / Governance / Executive/Board Misconduct Seeks to identify Executive or Board misconduct
Identify Executive or Board Misconduct
None.
Business Practices Controversies
Sustainalytics Number: CG.1.9
General Disclosures / Governance / Business Practices Controversies Seeks to identify any business practices controversies
Identify any business practices controversies
None
Controversies Summary
Generated from OneReport | 5/56 | NorthWestern Energy |
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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.