board-of-directors-and-committees

Board of Directors

Charles O. Rossotti has been a Director of AES since March 2003 and has served as Chairman of the Board and Lead Independent Director since April 2013.

Mr. Rossotti brings substantial executive, entrepreneurial, global business, operations, and finance experience to our Board as a result of his previous positions. He serves as a Senior Advisor with the Carlyle Group, one of the world’s largest private equity firms, since March 2003. From November 1997 until November 2002, Mr. Rossotti was the Commissioner of Internal Revenue at the United States Internal Revenue Service (“IRS”), where he was responsible for regulatory and financial and accounting functions for $2 trillion a year in tax revenues. Prior to joining the IRS, Mr. Rossotti was a founder of American Management Systems, Inc. (“AMS”), a technology and management consulting firm which grew from inception to 9,000 employees and $800 million in revenue, where he oversaw operations in the U.S., Europe, and Asia. Mr. Rossotti held the position of President of AMS from 1970 to 1989, Chief Executive Officer from 1981 to 1993 and Chairman from 1989 to 1997, where he oversaw expansion into developed international markets, risk management of contracting functions, and strategic actions. From 1965 to 1969, he held various positions in the Office of Systems Analysis within the Office of the Secretary of Defense. He is currently a member of the board of directors of Capital Partners for Education, a non-profit organization and a member of the Controller General’s Advisory Board of the U.S. Government Accountability Office.

Mr. Rossotti graduated magna cum laude from Georgetown University and received an M.B.A. with high distinction from Harvard Business School.

Charles Rossotti , , Chairman , , Chairman and Lead Independent Director

Named President and CEO of AES in September 2011, Andrés implemented a new strategy of focusing and growing the company where it has a clear competitive advantage. AES exited 11 markets, reduced overhead costs by one-third and accelerated its growth investments as a result. The company currently has more than 7,000 MW under construction, the largest construction program in the company’s history, as well as a strong pipeline of development projects. AES is one of the world’s largest Independent Power Producers with 35,000 MW of capacity from a mix of fuel sources, including renewables and thermal generation, and has more than 8 million distribution customers. The company is a world leader in the use of lithium ion batteries for energy storage and grid stability with more than 200 MW of resources, 60 MW under construction, and 100 MW awarded and pending construction.

Under Andrés’ leadership, first as COO and currently as CEO, AES’ operational excellence was recognized with an unprecedented four of the last seven International Edison Awards given by the Edison Electric Institute for innovation and operational improvements. AES also was named one of America’s Safest Companies by EHS Today Magazine. Andrés established sustainability and corporate social responsibility goals that resulted in AES’ first time inclusion in the Dow Jones Sustainability Index for North America and designation as one of the World’s Most Ethical Companies for two years in a row by the Ethisphere® Institute. Prior to his tenure as COO, Andrés served as President for Latin America and CEO of AES Gener in Chile and La Electricidad de Caracas in Venezuela. Andrés held senior positions in banking, telecom, multilaterals and the public sector before joining AES in 2000.

Andrés is a magna cum laude graduate of Wake Forest University and earned his MA and PhD in economics from the University of Virginia. He has been invited to serve as an expert witness at U.S. Congressional hearings on the subject of energy policy and Latin America. In 2012, he was named International CEO of the year by Latin Trade Magazine and he currently serves on President Obama’s Export Council. He is a member of the Board of The AES Corporation and Waste Management, and is Chairman of AES Gener in Chile and Brasiliana in Brazil. He is also Chairman of the Americas Society/Council of the Americas, and Director of the Edison Electric Institute and the US-Philippines Society.

Andrés Gluski , , President and CEO , , President and Chief Executive Officer

Charles L. Harrington has been a Director of AES since December 2013 and serves on the Financial Audit Committee and Innovation and Technology Committee of the Board.

Mr. Harrington brings to the AES Board a strong record of driving innovation and sustainable results. Since May 2008, Mr. Harrington has served as Chairman and Chief Executive Officer of Parsons Corporation, an engineering, construction, technical and management services firm, and has spent over 30 years with Parsons in various operations, finance (including Chief Financial Officer) and business development roles. During his tenure as Chief Executive Officer, Mr. Harrington has focused on expanding into strategically important new business areas and led Parsons to record profitability.

Mr. Harrington received a B.S., magna cum laude, in Engineering from California Polytechnic State University and a M.B.A. in Finance and Marketing from the Anderson School of Management, UCLA.

Charles Harrington , , , Director

Kristina M. Johnson has been a Director of AES since January 2011, and currently serves on the Compensation Committee and is Chair of the Innovation and Technology Committee of the Board. Dr. Johnson previously served on the Board from April 2004 to April 2009.

Dr. Johnson currently is the Chief Executive Officer of Enduring Hydro LLC, a company that invests in, develops, and modernizes hydroelectric facilities and provides consulting services on hydroelectric power and other clean energy projects, since April 2011 and is the former Undersecretary for Energy at the U.S. Department of Energy (from May 2009 to November 2010). Prior to government service, Dr. Johnson was Provost and Senior Vice President for Academic Affairs at the Johns Hopkins University from September 2007 to April 2009. Previously, she served as the Chief Academic and Administrative Officer and Chief Budget Officer of the Edmund T. Pratt, Jr., School of Engineering at Duke University (“Duke”), joining Duke in July 1999. Prior to joining Duke, Dr. Johnson served on the faculty of the University of Colorado at Boulder from 1985 to 1999 as a Professor of Electrical and Computer Engineering and a co-founder and director (from 1993 to 1997) of the National Science Foundation Engineering Research Center for Optoelectronic Computing Systems Center.

Dr. Johnson received her B.S. with distinction, M.S. and Ph.D. from Stanford University in Electrical Engineering. She is an expert in liquid crystal electro-optics and has over forty-five patents or patents pending in this field. Dr. Johnson has received numerous recognitions for contributions to her field, including the John Fritz Medal, considered the highest award given in the engineering profession, and was inducted into the National Inventor’s Hall of Fame (June 2015).

Kristina Johnson , , , Director

Tarun Khanna has been a Director of AES since April 2009 and serves on the Nominating, Governance and Corporate Responsibility Committee, the Financial Audit Committee and the Innovation and Technology Committee of the Board.

Dr. Khanna is the Jorge Paulo Lemann Professor at the Harvard Business School, joining the faculty in 1993. He brings substantial expertise regarding global business, emerging markets and corporate strategy to the Board. Dr. Khanna’s scholarly work has been published in a range of economics, management and foreign policy journals and he recently published Billions of Entrepreneurs: How China and India are Reshaping their Futures, and Yours, a book focusing on the drivers of entrepreneurship in Asia. He also co-authored the book, Winning in Emerging Markets: A Roadmap for Strategy and Execution, which was published in March 2010. He was appointed a Young Global Leader (under 40) by the World Economic Forum in 2007, was elected as a Fellow of the Academy of International Business in 2009, and was appointed Director of Harvard University’s South Asia Institute in 2010.

Dr. Khanna received a B.S.E. from Princeton University and Ph.D. from Harvard University.

Tarun Khanna , , , Director

Holly Keller Koeppel has been a Director of AES since April 2015 serves on the Compensation Committee and Nominating, Governance and Corporate Responsibility Committee of the Board.

Ms. Koeppel, a senior operating and financial executive, has served for over thirty years in the energy industry. Her knowledge of global energy-related commodity markets and infrastructure industries offers valuable insights to the Board. Most recently (2010 to February 2015), Ms. Koeppel was Partner and Global Co-Head of Citi Infrastructure Investors, a division of Citigroup. Prior to her service at Citi Infrastructure Investors, Ms. Koeppel served as Executive Vice President and Chief Financial Officer for American Electric Power Corporation (“AEP”) from 2006 to 2009, and several additional executive positions at AEP from 2000 to 2006.

Ms. Koeppel received a BS in Business Administration from Ohio State University and an MBA from Ohio State University where she was a member of Phi Beta Kappa.

Holly Keller Koeppel , , , Director

James H. Miller has been a Director of AES since June 2013 and serves on the Financial Audit Committee and Compensation Committee of the Board.

Mr. Miller brings to the AES Board his substantial experience in the energy industry both in the US and internationally, including experience in regulated utilities and the competitive power markets. With more than 35 years of experience in the energy industry, Mr. Miller served as Chairman of PPL Corporation from 2006 until his retirement in March 2012. He joined PPL as President of its US generation businesses in 2001. Previously, he was Executive Vice President of USEC Inc. and President of two ABB Group subsidiaries: ABB Environmental Systems and ABB Resource Recovery Systems. He began his career at the former Delmarva Power & Light Co.

Mr. Miller holds a bachelor’s degree in electrical engineering from the University of Delaware and served in the US Navy nuclear submarine program.

James Miller , , , Director

John B. Morse, Jr. has been a Director of AES since December 2008 and serves as Chairman of the Financial Audit Committee and as a member of the Strategy and Investment Committee of the Board.

Mr. Morse brings substantial executive experience to the Board, including board, investment and other finance expertise. Before his retirement in December 2008, Mr. Morse served as the Senior Vice President, Finance and Chief Financial Officer of The Washington Post Company (the “Post”), now Graham Holdings Co., a diversified education and media company whose principal operations include educational services, newspaper and magazine print and online publishing, television broadcasting and cable television systems recording over $4.4 billion in annual operating revenues. During Mr. Morse’s 19 year tenure, the Post’s leadership made more than 100 investments in both domestic and international companies and included new endeavors in emerging markets. Prior to joining the Post, Mr. Morse was a partner at Price Waterhouse (now PricewaterhouseCoopers), where he worked with publishing/media companies and multilateral lending institutions for more than 17 years.

Mr. Morse graduated with a B.A. from the University of Virginia and an M.B.A. from the Wharton School of Finance at the University of Pennsylvania. Mr. Morse is a Certified Public Accountant.

Jay Morse , , , Director

Moisés Naím has been a Director of AES since April 2013 and serves on the Nominating, Governance and Corporate Responsibility Committee and Compensation Committee of the Board.

Dr. Naím is a Distinguished Fellow in the International Economics Program at the Carnegie Endowment for International Peace and has served in that role from June 2010 to present. For fourteen years (1996-2010), Dr. Naím served as Editor in Chief for Foreign Policy magazine (first, at The Carnegie Endowment for International Peace and subsequently, at The Washington Post Company). He has written extensively on international economics and global politics, economic development and the consequences of globalization, and Dr. Naím is the chief international columnist for El País and La Repubblica, high circulation daily newspapers in Spain and Italy, respectively. His columns are syndicated worldwide. Dr. Naím is also the host and producer of Efecto Naím, a global Spanish language news and analysis broadcast. Dr. Naím brings substantial international economics and political expertise to AES through his tenure as Venezuela’s Minister of Industry and Trade and Director of Venezuela’s Central Bank in the early 1990s and as an Executive Director of the World Bank in the early 1990s. He is also the author of many scholarly articles and more than ten books on economics and politics and has broad experience as a consultant to corporations, governments and non-governmental organizations.

Dr. Naím holds M.Sc and Ph.D. degrees from the Massachusetts Institute of Technology.

Moisés Naim , , , Director

Governance and Risk Management

At AES, we believe corporate governance is an essential element of maintaining sustainable local operations, and we integrate it in our business model. We empower our operating businesses with our corporate governance guidelines and resources to ensure we routinely operate in a sustainable manner, thereby improving lives by providing safe, reliable and sustainable energy solutions in every market we serve.

AES Corporate Governance Guidelines

The AES Board of Directors is the center of our corporate governance and oversight structure. Every year, the Board reviews and approves our Corporate Governance Guidelines, which outline policies and procedures for various activities, including:

  • Establishing the role and goals for Directors
  • Selecting a Chairman of the Board
  • Electing new Directors and setting Board membership criteria
  • Providing Board member access to management, people and advisors
  • Developing corporate leadership
  • Determining the strategic direction of the company

Board Responsibilities

The AES Nominating, Governance and Corporate Responsibility Committee regularly reviews corporate governance principles adopted by the Board, examines governance issues and provides recommendations when necessary. In addition, the Committee is also responsible for:

  • Advising the Board with regard to corporate governance principles that are consistent with laws, regulations and stock exchange listing standards
  • Reviewing our commitment to, and implementation of, the principle of acting in a socially responsible way at all times
  • Monitoring the environmental and safety compliance of the company and its subsidiaries
  • Reviewing and approving the scope of our internal environmental and safety compliance audit programs

Committees

Board Committees

The Board has five standing committees. The standing committees include the Compensation Committee, the Financial Audit Committee, the Innovation and Technology Committee, the Nominating, Governance and Corporate Responsibility Committee, and the Strategy and Investment Committee.

Compensation Committee

Kristina Johnson
Holly Keller Koeppel
James Miller – Chair

Financial Audit Committee

Charles Harrington
Tarun Khanna
James Miller
Jay Morse – Chair

Innovation and Technology Committee

Charles Harrington
Kristina Johnson – Chair
Andres Gluski
Tarun Khanna
Moises Naim

Nominating, Governance and Corporate Responsibility Committee

Tarun Khanna
Holly Keller Koeppel – Chair
Moises Naim

Strategy and Investment Committee

Charles Harrington
Andres Gluski – Chair
Moises Naim
James Miller
Jay Morse

Incorporation and Bylaws

AES' Certificate of Incorporation and Bylaws are provided here for reference.

Downloads
Bylaws 96 KB