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small brandlCorporate Governance
 

Our Board of Directors oversees the business of the company. It establishes overall policies and standards for us and reviews the performance of our management. The Board operates pursuant to a set of written Corporate Governance Guidelines that set forth the company’s overall corporate governance philosophy and the governance policies and practices that the company has established to assist in governing the company and its affiliates. Various other policies and practices also set the standard for our performance and operations:

To ensure our commitment to our corporate governance principles, the Board has divided the duties of Chairman of the Board and the President and Chief Executive Officer.

  • Our Chairman of the Board serves as the lead independent, nonexecutive director of the Company.
  • The President and Chief Executive Officer is our lead executive and oversees the Company's daily operations.
  • The Chairman oversees implementation of NorthWestern's independent Corporate Governance principles while the President and Chief Executive Officer is responsible for assuring that the Company's operations and employees abide by the Code of Business Conduct and Ethics.

Aided by the Board and guided by our Corporate Governance Guidelines and the Code of Business Conduct and Ethics, we are continually working to improve NorthWestern's commitment to our employees, customers and the communities we serve.

  • The Code of Ethics for the CEO and Senior Financial Officers sets forth guidelines for the CEO and senior financial officers concerning their representations and other communication they make regarding the financial condition of NorthWestern.
  • The Complaint Procedures for the Audit Committee of the Board sets forth a reporting process for anyone to report a concern about accounting, internal accounting controls or auditing matters to the Audit Committee.
  • The independent members of the Board meet regularly in executive session without the CEO present.

Other Key Governance Documents

Audit Committee Members

  • Stephen P. Adik, Chair
  • Dana J. Dykhouse
  • Jan R. Horsfall

Governance and Innovation Committee Members

  • Julia L. Johnson, Chair
  • Dorothy M. Bradley
  • Jan R. Horsfall
  • Anthony T. Clark

Human Resources Committee Members

  • Dana J. Dykhouse, Chair
  • Stephen P. Adik
  • Dorothy M. Bradley
  • Julia L. Johnson

Compliance Line
NorthWestern Energy takes seriously the responsibility of all employees to perform their duties in a legal, ethical and responsible manner and is working hard to establish a culture of openness, honesty and integrity. We have developed the Compliance Line to provide for anonymous, confidential reporting of suspected unethical behavior by any of our employees.

The Compliance Line is staffed by trained outside representatives 24 hours a day, seven days a week. A communications specialist will take the information you provide and prepare a written report that will be forwarded to the Company’s Chief Compliance Officer. The Company’s Chief Compliance Officer will review the facts of all calls received and determine if any further action is necessary. If the Company’s Chief Compliance Officer deems it necessary, the circumstances of the call will be investigated and appropriate action taken. All calls and the results of any investigation are reviewed quarterly by the Audit Committee and annually by our independent auditors, Deloitte &Touche. To protect everyone involved, no disciplinary or legal action will be taken based only on Compliance Line calls. Only substantiated findings will result in action.

As this is a confidential process, callers will not automatically receive a report of the Company's actions, if any. After 30 days, the confidential inquirer may call the Compliance Line and find out if any action was taken by the Company. Employees who aren’t sure a violation has been committed may still report their concerns to the Compliance Line. The Chief Compliance Officer will look into information provided, attempt to verify it and take appropriate action. Employees will not be retaliated against for making a good-faith report to the Compliance Line.

The types of activities that should be reported to the Compliance Line include:

  • Violation of environmental law
  • Harassment or discrimination
  • Theft, bribes, kickbacks
  • Failure to comply with internal accounting controls
  • Fraud
  • Improper political contributions
  • Violation of anti-trust laws
  • Violation of anti-boycott laws
  • Disclosure of confidential information
  • Improper use of intellectual information
  • Violation of copyright laws and software piracy
  • Conflicts of interest
  • Potential criminal violations
  • Violations of accepted business conduct policies
  • Violation of export/import laws
  • Foreign Corrupt Practices Act

Employees who have information about possible criminal activities or violations of business conduct policies should report any suspicions to their supervisor, another member of management, Human Resources, Internal Audit or the Legal Department. If employees are uncomfortable with the direct approach, they can call the Compliance Line at (877) 781-7286 or file a confidential report online at https://www.integrity-helpline.com/NW.jsp.
 

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