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ppl corporation > corporate responsibility report > company profile and structure > corporate governance

Corporate Governance

Board of Directors
PPL Corporation’s Board of Directors directs and oversees the management of the company business and affairs in a manner consistent with the best interests of the company, its shareowners and its other constituencies.

The board evaluates whether appropriate systems and processes are in place to support the effective management of the company by its officers in compliance with applicable legal requirements and the company's Standards of Conduct and Integrity.

The board reviews and approves long-range strategic issues and annual operating plans and specific goals.

The board elects the chief executive officer and other officers, sets their compensation, reviews management succession plans and acts as an advisor and counselor to senior management.

PPL currently has 10 directors; nine are independent directors. Each independent director usually serves on one or more committees. The Audit, Compensation and Corporate Governance, Finance and Nuclear Oversight committees are composed entirely of independent directors. The charter of each board committee is available in the Corporate Governance section of the PPL Web site.

PPL's Guidelines for Corporate Governance describes the board level process for identifying and managing the company's economic, environmental and social responsibilities, opportunities and risks. One of the primary functions of the board's Audit Committee is oversight of compliance with legal and regulatory requirements.

Board of Directors Standing Committees

Shareowner Recommendations
PPL's Bylaws (Article III) describes the process by which shareowners may properly bring business before the board of directors and annual meeting of shareowners.

Linkage Between Executive Compensation and Goals Performance
Compensation for PPL executives is tied to corporate performance goals, which relate to key financial and non-financial indicators, and vary from year to year depending on business conditions.

Memberships in Business and Advocacy Organizations

External Codes or Principles PPL Endorses
PPL has endorsed the Ceres Principles since 1997.

Certifications
PPL's Audit Committee selected Ernst & Young to serve as the company's independent auditor for Fiscal Year 2007. PPL policy is to solicit proposals for an independent auditor at least once every seven years. This is not a legal requirement, but is consistent with corporate governance practices that are among the best in the nation and with the published guidance of the New York Stock Exchange as a means to ensure continuing auditor independence.

The independent firm provides an audit of the company's financial statements as well as an assessment of the company's internal controls over financial reporting.

PPL is establishing an Environmental Management System that is modeled after the standard established by the International Organization for Standardization (ISO), but is not ISO-certified. PPL's system will provide a comprehensive, structured and integrated approach to environmental management.

PPL is developing our Environmental Management System based on ISO and has seen no demonstrated business benefit to become ISO-certified. We have lead auditors who are ISO-certified. The Environmental Management System will help PPL to establish and manage goals, targets and performance.


 This page addresses the following GRI indicators: 3.1-3.8 and 3.15