A director of DTE Energy Company (the "Company") must meet the following criteria in order to be considered an independent director. The Board of Directors of the Company must affirmatively determine that a director has no material relationship with the Company, either directly or indirectly, or as a partner, shareholder or officer of an organization that has a relationship with the Company. The Board has established the following standards:
A director for whom any of the following are true will not be considered independent:
- A director who is currently, or has been at any time in the past, an employee of the Company or a subsidiary.
- A director whose immediate family member is or has been within the last three years an executive officer of the Company.
- A director who receives, or whose immediate family member receives, more than $120,000 in direct compensation from the Company during any twelve-month period within the last three years, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service).
- A director who is a current partner or employee of a firm that is the Company's internal or external auditor; the director has an immediate family member who is a current partner of such a firm; the director has an immediate family member who is a current employee of such a firm and personally works on the Company's audit; or the director or immediate family member was within the last three years, a partner or employee of such a firm and personally worked on the Company's audit within that time.
- A director who is employed, or whose immediate family member is employed or has been employed within the last three years, as an executive officer of another company where any of the Company's present executives at the same time serves or served on that company's compensation committee.
- A director who is a current employee, or whose immediate family member is a current executive officer, of a company that has made payments to, or received payments from, the Company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million or 2% of such other company's consolidated gross revenues, is not independent until three years after falling below such threshold.
Contributions to a tax exempt organization will not be considered to be a material relationship that would impair a director's independence if a director serves as an executive officer of a tax exempt organization and, within the preceding three years, contributions in any single fiscal year were less than $1 million or 2% (whichever is greater) of such tax exempt organization's consolidated gross revenues.
Last reviewed: December 6, 2012