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Policy Regarding Communications
to the Board of Directors
The Nominating and Corporate Governance Committee (the “Committee”) has adopted the following policy (the “Communications Policy”) to assist it in fulfilling its duties and responsibilities as provided in its charter (the “Charter”). This Communications Policy may be amended and/or restated from time to time by the Committee in accordance with the Charter and as provided herein.
1. Shareholder and Other Interested Parties Communications. The Committee and the Manager of Investor Relations (or any successor to the duties thereof), or such other person designated by the Committee, shall further develop and implement the shareholder and other interested party communications process as provided in the Charter. Specifically, the shareholder and other interested party communications process shall be implemented and maintained as follows:
A. Website posting and proxy statement disclosure of the website address of the following means of communication and the following contact information. Written communications to directors should be sent to the following address:
Ameren Corporation Board of Directors
c/o Manager of Investor Relations
1901 Chouteau Avenue, MC 202
St. Louis, MO 63103
or
Email address: directorcommunication@ameren.com
B. A mailing address for shareholder and other interested party communications shall be maintained to implement the shareholder and other interested party communication process, as applicable, necessary or desirable.
C. The Manager of Investor Relations (or any successor to the duties thereof), or such other person designated by the Committee, shall monitor the communications received from shareholders and other interested parties at the address designated herein on a weekly basis.
D. All communications must be accompanied by the following information:
- if the person submitting the communication is a shareholder, a statement of the number of shares of the Company’s common stock that the person holds;
- if the person submitting the communication is not a shareholder and is submitting the communication to the Lead Director or the non-management directors as an interested party, the nature of the person’s interest in the Company;
- any special interest, meaning an interest not in the capacity of a shareholder of the Company, of the person in the subject matter of the communication; and
- the address, telephone number and e-mail address, if any, of the person submitting the communication.
E. Communications received from shareholders and other interested parties to the Board of Directors will be reviewed by the Manager of Investor Relations (or any successor to the duties thereof), or such other person designated by all non-management members of the Board, and if (i) they are relevant to, and consistent with, the Company’s operations and policies that are approved by all non-management members of the Board and (ii) they conform to the procedural requirements of this Communications Policy, they will be forwarded to the Lead Director or applicable Board member or non-management members as a group, as expeditiously as reasonably practicable. The acceptance and forwarding of communications to the members of the Board does not imply or create any fiduciary duty of the Board members to the person submitting the communications, any and all such duties being only as prescribed by applicable law.
2. Annual Meeting Attendance. The Committee hereby establishes a policy of the Board that the directors are expected to attend each shareholders’ meeting of the Company, while also recognizing that it may not be possible or practicable, in light of other business commitments of the directors, to attend all of the meetings of shareholders of the Company.
The Committee shall direct the Corporate Secretary to compile information relating to the attendance of the directors at each annual meeting of shareholders of the Company.
This policy shall be posted to the website of the Company, and the website address for such information shall be set forth in the Company’s Proxy Statement, in order to provide the Company an exemption from disclosing this policy in its annual Proxy Statement.
3. Posting of Policy. This Communications Policy shall be posted to the Company’s website in accordance with the Company’s Corporate Governance Guidelines.
4. Amendments to This Policy. Any amendments to this Communications Policy must be approved by the Committee and ratified by all non-management directors of the Company.
5. Applicability to Registered Companies. This Communications Policy shall apply to all Company subsidiaries which are registered companies under the Securities Exchange Act of 1934 when any such subsidiary has a non-management member of its Board of Directors.
December 8, 2006
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