As of May 2011, Institutional Shareholder Services (ISS, formerly RiskMetrics Group) reported that in the categories of Board Structure, Compensation, Shareholder Rights, and Audit, El Paso’s current governance practices and policies reflect a “low” risk level of concern (with level of risk categories of low, medium, or high).9 Although this rating is just one indicator of our Board’s cumulative governance performance, we believe it reflects our Board’s commitment to maintaining high standards of corporate governance.
ISS noted several factors with respect to our company’s governance that reduce the level of concern in assessing governance-related risk, including:
- More than 90 percent of the Board is independent and was elected by shareholders;
- All Board committees, including our Audit Committee, are comprised solely of independent directors;
- The full Board of Directors is elected annually;
- All directors attended at least 75 percent of the board meetings during 2010;
- Outside directors met without management present during 2010;
- The company has a majority vote standard with a director resignation policy;
- The company disclosed board/governance guidelines;
- The company’s charter and/or bylaws may be amended by a simple majority vote; and
- The company has adopted a compensation recovery (claw back) policy.
El Paso Corporation ______________, Director
c/o Marguerite Woung-Chapman, Corporate Secretary
P.O. Box 2511
Houston, TX 77252
The board has an Audit Committee; Compensation Committee; Finance Committee; Governance & Nominating Committee; Health, Safety & Environmental Committee; and such other committees as the board may determine from time to time. To learn more about El Paso’s Board of Directors, including individual biographies and committee membership and duties, please visit the Governance section of www.elpaso.com.
In May 2009, the Board of Directors elected Doug Foshee as chairman of the company following its
Annual Meeting of Stockholders. The election followed the retirement of Ronald L. Kuehn, Jr., who
had been chairman since 2003. The following excerpt is from El Paso’s 2009 Proxy Statement:
“In determining that Mr. Foshee was the appropriate person to serve in the combined role
of Chairman and CEO, the Board relied on several important measures. First Mr. Foshee’s
leadership, integrity and vision have been instrumental in the successful execution of
El Paso’s turnaround and its continued strong performance, despite challenging economic
conditions. Second, Mr. Foshee has the confidence of the Board, the company and its
stockholders. Third, the Board’s performance and El Paso’s corporate governance have
flourished since Mr. Foshee’s arrival. Fourth and most importantly, the Board believes
that Mr. Foshee has the ability to execute on both the company’s short-term and long-term
strategies necessary for the challenging marketplace in which the company competes.”
Accessing 2011 Proxy Materials and 2010 Summary Report
As part of our vision to be the Company to Own, El Paso Corporation uses the Securities and Exchange Commission’s Notice and Access model, which enables stockholders to access proxy materials online, with paper copies available upon request. Our shareholders received an Important Notice Regarding the Availability of Proxy Materials from El Paso informing them how to access our 2011 proxy statement, 2010 annual report on Form 10-K, 2010 summary report, and proxy ballot. Shareholders who prefer to receive paper copies through the mail were given instructions for requesting the materials in print. In addition to preserving our natural resources by conserving paper, this model allows us to reduce the carbon footprint of our materials by reducing printing and delivering activities, as well as saving on printing and postage costs.
