Governance - MGE Energy, Inc. - Madison, Wisconsin


The MGE Energy Board of Directors provides oversight of the Company's long-term strategic planning, business initiatives, major capital projects, risks and budget matters. Board members are kept informed of our business by various reports and documents, including operating and financial reports, made available at board and committee meetings by our CEO and other officers. We are dedicated to conducting all aspects of our business in an honest and fair manner.

Our board is very active and engaged with 10 regularly scheduled meetings of the full board each year, in addition to committee meetings. These meetings help directors stay well-informed of industry and company developments. 

Board meetings are structured to provide for active dialogue with MGE management. Internal and external subject matter experts present to the board on issues of strategic importance to inform board members’ decision-making and oversight. 

Board Oversight Manages and Mitigates Risk

Through strategic planning and a consistent, careful approach, MGE Energy is well positioned to manage risk. The board is involved in the process of overseeing the primary operational, financial and regulatory risks facing MGE Energy and its regulated utility, MGE. Trends in economic, business and commodity market conditions; legislative and regulatory initiatives and their potential or actual effects upon operations and capital expenditures; information technology systems and cyber security; and operational issues are recurring matters considered by the board in the course of its regular meetings.

MGE Energy's directors initiate discussion at any time, either directly or through the lead director, on any areas of concern, including risk identification and assessment, controls, management and oversight. MGE management regularly presents to the board on issues of strategic importance and conducts periodic revisions of risks enterprise-wide under board oversight.

As a public utility, MGE operates under state and federal regulations. These regulations serve to protect the interests of customers, employees, investors and the environment. MGE is subject to regulation by the Public Service Commission of Wisconsin (PSCW), which has authority to regulate most aspects of MGE’s business, including rates, terms and conditions of service, accounts, issuance of securities and construction of infrastructure, such as generation siting. 

The Federal Energy Regulatory Commission (FERC) has jurisdiction, under the Federal Power Act, over certain accounting practices and certain other aspects of MGE’s business. MGE Energy’s subsidiaries also are subject to regulation under local, state and federal laws regarding air and water quality and solid waste disposal. 

Executive Compensation

MGE Energy's Board of Directors' Human Resources and Compensation Committee, composed of independent directors, takes into consideration environmental performance, among other factors, when evaluating executive compensation.

MGE Energy's Human Resources and Compensation Committee considers performance goals that are critical to MGE Energy's success. These goals include earnings, system reliability and customer satisfaction. The committee and board also consider other performance measures such as bond ratings, cost containment, environmental performance and management of day-to-day operations as well as individual performance measures.

The committee employs an independent consultant for its compensation review program. (For more compensation information, see governance links below.)


Director Independence

The board makes an annual assessment of the independence of directors under the independence guidelines adopted by Nasdaq Stock Market, Inc. Those guidelines are generally aimed at determining whether a director has a relationship which, in the opinion of the MGE Energy board, would interfere with the exercise of independent judgment in carrying out director responsibilities.  

The board has four standing committees. All members of the Corporate Governance Committee, Audit Committee and Human Resources and Compensation Committee are considered independent.  

The Executive Committee acts in lieu of the full board and between meetings of the board. The Executive Committee has the powers of the board in the management of the business and affairs, except action with respect to dividends to shareholders, election of principal officers or the filling of vacancies on the board or committees created by the board. 

The resources below provide the guidelines and framework under which we do business.