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Ameren Corporation
Public Policy Committee Charter

Purpose

The Public Policy Committee shall review and oversee the Company’s policies, practices and performance with respect to corporate citizenship and public affairs considerations affecting the Company’s relationship and reputation with its key constituents, including shareholders, employees, communities and customers.

Public Policy Committee Composition and Meetings

The Public Policy Committee shall consist of no fewer than three directors. The Board shall appoint the Chair and the other members of the Public Policy Committee annually. The members of the Public Policy Committee shall serve until their successors are appointed. The Board shall have the power at any time to change the membership of the Public Policy Committee and to fill vacancies in it.

The Chair shall be responsible for leadership of the Public Policy Committee, including overseeing the agenda, presiding over the meetings and reporting to the Board. If the Chair is not present at a meeting, the members of the Public Policy Committee may designate a Chair. The Public Policy Committee shall meet at least twice each year and hold such other meetings from time to time as may be called by its Chair, the Chief Executive Officer (“CEO”) or any two members of the Committee. Meetings may also be held telephonically or actions may be taken by unanimous written consent. A majority of the members of the Public Policy Committee shall constitute a quorum of the Committee. The vote of a majority of the members of the full Public Policy Committee shall be the act of the Committee. Except as expressly provided in this Charter or the By-laws of the Company, the Public Policy Committee shall fix its own rules of procedure.

Public Policy Committee Authority, Duties and Responsibilities

      1. The Public Policy Committee shall assist the Board in identifying, evaluating and monitoring all matters relating to corporate citizenship and how those matters could impact the Company’s business activities, performance and public image or reputation.

      2. The Public Policy Committee shall monitor and evaluate the Company’s corporate citizenship programs and activities, including, but not limited to, the support of charitable, political and educational organizations; relevant health and safety issues; and community and government relations.

      3. The Public Policy Committee shall review the Company’s policies and practices relating to protecting the environment, including, but not limited to, the monitoring of environmental trends; activities on climate change; compliance with applicable federal and state governmental requirements to reduce emissions; and the promotion of efficiency in the generation, distribution and end use of energy.

      4. The Public Policy Committee shall review the Company’s position regarding relevant public affairs issues and be kept abreast of the Company’s involvement in key regulatory proceedings.

      5. The Public Policy Committee shall assure that the Company addresses relevant public affairs issues from a perspective that emphasizes the interests of its key constituents, recognizing the long-term interests of shareholders.

      6. The Public Policy Committee shall review and make recommendations to the Board on shareholder proposals, for inclusion in the Company’s proxy materials, that relate to public affairs and/or corporate social responsibility issues.

      7. The Public Policy Committee shall review annually with management the Company’s performance for the immediately preceding year regarding stakeholder relationships (including, as appropriate, communities, customers, employees and shareholders).

      8. The Public Policy Committee shall report its actions and any recommendations to the Board after each Committee meeting.

      9. The Public Policy Committee shall review and reassess annually the adequacy of this Charter and recommend any proposed changes to the Board for approval.

      10. The Public Policy Committee shall review annually its own performance.

      11. The Public Policy Committee shall have the authority to select and retain consultants or outside advisors, to terminate any consultants or advisors retained by it and to approve the fees and other retention terms of any such consultants or advisors.

      12. The Public Policy Committee shall have the authority to delegate any of its responsibilities to any committee of the Board as the Committee may deem appropriate in its sole discretion.

Dated: February 8, 2008

 

   
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