Governance

Always do the right thing

Our Vision: Be the Energy Partner of Choice

Our Mission: Improving Life with Energy

Our Values:

• Agility – We embrace change and challenge ourselves to adapt quickly to opportunities.
• Communication – Consistent, open and timely communication keeps us focused on our strategy and goals.
• Creating Value – We are committed to creating exceptional value for our shareholders, employees, customers and the communities we serve … always.
• Customer Service – We are committed to providing a superior customer experience every day.
• Integrity – We hold ourselves to the highest standards based on a foundation of unquestionable ethics.
• Leadership – Leadership is an attitude. Everyone must demonstrate the care and initiative to do things right.
• Partnership – Our partnerships with shareholders, communities, regulators, customers and each other make us all stronger.
• Respect – We respect each other. Our unique talents and diversity anchor a culture of success.
• Safety – We commit to live and work safely every day. 

Corporate Governance

Good governance lays the groundwork for sustainable success at Black Hills and provides the foundation for constructive management and strategic oversight, while supporting a rigorous culture of compliance and accountability.

Board of Directors

The members of our board of directors have a fiduciary responsibility to act in the best interests of Black Hills Corp. and its shareholders. The board operates according to best practice principles outlined in the “Corporate Governance Guidelines of the Board of Directors.” These principles lay the foundation for the board’s responsibilities and guide their activities for operations, leadership, and organization and committee matters.

Our corporate governance structure promotes a strong, independent board of directors composed of diverse individuals whose backgrounds, abilities, commitment and expertise combine to serve the best interests of our stakeholders. Our board members are held to the highest standards of personal and professional integrity and judgment, and represent diverse experience at policy-making levels in areas of relevance to the company’s business activities.

Board leadership

The board does not have a policy regarding the roles of chairman and CEO and whether they should be separate or combined. The board can choose the option that it feels best represents the interests of the company and its shareholders. When the chairman and CEO roles are combined, the board shall appoint one of its independent directors to be the lead director. The board may also choose to appoint one of its independent directors to be lead director when the roles are separated. Currently, the CEO and chairman roles are separated with the executive chairman role held by David R. Emery, our prior CEO, and the current CEO role held by Linden R. Evans. Steven R. Mills currently serves as presiding lead director. 

Board composition

The bylaws of Black Hills Corp. authorize the oversight of the company through a board of no less than nine members, with discretion to increase its size. Our board is currently composed of 10 directors, eight of whom are considered independent within the listing standards of the New York Stock Exchange. The executive chairman and CEO are inside directors and are not deemed independent.

Our collaborative culture encourages differing views and perspectives and we strive to create an inclusive environment at Black Hills, starting with the composition of our board of directors. We are a leader among our peers in the utility industry for the gender diversity of our board with 20 percent of board seats held by women. The composition of our board is as follows:

• 20 percent women
• 10 percent ethnic diversity
• Average age: 63
• Average tenure: 8 years

Board responsibilities

To ensure effective management oversight of the critical issues related to financial and operating plans, long-range strategic issues, enterprise risk and corporate integrity, only independent board members serve on our board committees. The board has three committees to help execute its responsibilities:

• Audit Committee
• Compensation Committee
• Governance Committee

More information about our directors, senior management team, corporate structure, governance documents and board committees and charts can be found here.

Corporate Compliance and Business Conduct 

Our corporate compliance and ethics programs provide the foundation for our business conduct and helps ensure the trust of our customers and communities, our regulators and shareholders, and our employees. We hold ourselves accountable for complying with all company policies, state and federal laws, and the rules and regulations that govern our industry. To facilitate this compliance, employees at all levels of our company, along with contract workers, vendors, and our full board of directors, are expected to complete annual training on - and adhere to - our Code of Business Conduct. 

Ethics Helpline

We provide a workplace environment where employees feel comfortable asking questions or voicing concerns without fear of retaliation.  To support this culture, we provide a dedicated and confidential Ethics Helpline that is available 24 hours a day, seven days a week. This service is available to all employees, as well as to anyone outside the company, to report actual or suspected ethical or illegal misconduct. The Ethics Helpline is managed by an independent, third-party operator and all reports are promptly investigated.