This excerpt taken from the AES DEF 14A filed Apr 5, 2006.
COMPARISON OF 1 YEAR CUMULATIVE TOTAL RETURN
ASSUMES INITIAL INVESTMENT OF $100
AES has selected the Standard and Poors (S&P) 500 Utilities Index as its peer group index, effective this year. The S&P 500 Utilities Index is a published sector index comprising the 32 electric and gas utilities included in the S&P 500. Previously, AES had selected the S&P 500 Multi-Utilities Index as its peer group index. This was one of several sub-groups under the S&P 500 Utilities Index.
However in April, 2005 S&P restructured the S&P 500 Utilities Index sub-industry indices. In doing so, it moved AES to a newly-created S&P 500 Independent Power Producers & Energy Traders Index. This index has only five members and does not have historical return information available. AES believes that using the S&P 500 Multi-Utilities Index is no longer appropriate, since AES is not included in that Index. Instead, the broader S&P Utilities Index, which includes a broader range of companies that operate in the type of businesses operated by AES, is the most appropriate peer index within the S&P 500 Index.
The total return charts above assumes $100 invested in December 31 of the start year in AES Common Stock, the S&P 500 Index, the S&P Multi-Utilities Index (the former peer group), and the S&P Utilities Index (the new peer group) for five-year, three-year and one-year periods.
Any Stockholder entitled to vote in the election of Directors and who meets the requirements of the Proxy rules under the Securities Exchange Act of 1934 may submit proposals to be considered by the Board for submission to the Stockholders at the Year 2007 Annual Meeting. Any such proposal must be submitted in writing by notice delivered or mailed by first-class United States mail, postage prepaid to the Secretary, The AES Corporation, 4300 Wilson Boulevard, Arlington, Virginia 22203. Any such proposal must be received no later than December 1, 2006 in compliance with Rule 14a-8 of the Exchange Act. Any such notice must set forth: (a) the name and address of the Stockholder and the text of the proposal to be introduced; (b) the number of shares of Common Stock held of record, owned beneficially and represented by Proxy by such Stockholder as of the date of such notice; and (c) a representation that the Stockholder intends to appear in person or by Proxy at the Annual Meeting to introduce the proposal specified in the notice. The chairperson of the Annual Meeting may refuse to acknowledge the introduction of any Stockholder proposal not made in compliance with the foregoing procedure.
AES By-laws also contain a procedure for Stockholder nomination of Directors. The By-laws provide that any record owner of Common Stock entitled to be voted generally in the election of Directors may nominate one or more persons for election as a Director at a Stockholders meeting. Written notice must be given to the Secretary of AES describing the intent for making such nomination. The notice must be given, with respect to an Annual Meeting, no later than 90 days in advance of such Annual Meeting and with respect to a special meeting, no later than the close of business on the seventh day following the earlier of (a) the date on which notice of such special meeting is first given to Stockholders and (b) the date on which a public announcement of such meeting is first made. Each notice must include (i) the name and address of each Stockholder who intends to appear in person or by Proxy to make the nomination of the person or persons to be nominated; (ii) a description of all arrangements or understandings between the Stockholder and each Nominee and any other person or persons (naming them) pursuant to which the nomination is to be made by the Stockholder; (iii) such other information regarding each Nominee proposed by such Stockholder as would have been included in a proxy statement filed pursuant to Rule 14a-8 under the Exchange Act; and (iv) the consent of each Nominee to serve if elected. The presiding officer of the meeting may refuse to acknowledge the nomination of any person not made in compliance with the above described procedure.
A Code of Business Conduct and Ethics (Code of Conduct) and Corporate Governance Guidelines have been adopted by the Board. The Code of Conduct is intended to govern as a requirement of employment the actions of everyone who works at AES, including employees of AES subsidiaries and affiliates. The Code of Conduct and the Corporate Governance Guidelines are located in their entirety on the Companys web site (www.aes.com). Any person may obtain a copy of the Code of Conduct or the Corporate Governance Guidelines without charge by making a written request to: Corporate Secretary, The AES Corporation, 4300 Wilson Boulevard, Arlington, VA 22203.
Based solely on the Companys review of reports filed under Section 16(a) of the Exchange Act and certain written representations (as allowed by Item 405(b)(2)(i) of Regulation S-K), the Company believes that no person subject to Section 16(a) of the Exchange Act with respect to the registrant failed to file on a timely basis
the reports required by Section 16(a) of the Exchange Act during the most recent fiscal year except for Mr. Hanrahan who in 2005 received a deferred award of 3,946 units as a result of an administrative correction affecting his supplemental retirement plan account balances for years 1998 and 1999 and therefore did not timely report such award on Form 5, Mr. Hemphill who did not timely report the award of 48 deferred units on Form 4, and Mr. McArthur who did not timely report the award of 6,051 deferred units on Form 4.
Under NYSE 303A.02 (b) (v), the Company is required to report as to whether or not any charitable contributions were made by the Company to any charitable organization for which an AES Director served as an executive officer of that organization in an amount greater than $1 million or 2% of such charitable organizations consolidated gross revenues for year 2005, 2004, or 2003. The Company did not make any such charitable contributions.
The Board offers several e-mail addresses as set forth below for Stockholders to send communications through the Secretary of the Company to the non-management Directors and/or the four standing committees of the Board:
AES Board of Directors: AESDirectors@aes.com
Corporate Governance Committee:
Safety and Technology Committee:
The Secretary will forward to the Directors all communications that, in his or her judgment, are appropriate for consideration by the Directors. Examples of communications that would not be considered as appropriate for consideration by the Directors include commercial solicitations, requests for employment and matters not relevant to the Stockholders, to the functioning of the Board or to the affairs of the Company.
Any Stockholder who desires an additional copy of the Companys 2005 Annual Report on Form 10-K filed on or about April 4, 2006 with the Securities and Exchange Commission may obtain a copy (excluding exhibits) without charge by addressing a request to the Secretary, The AES Corporation, 4300 Wilson Boulevard, Arlington, Virginia 22203. Exhibits also may be requested, but a charge equal to the reproduction cost thereof will be made. Stockholders may also obtain a copy by visiting the Companys web site at http://www.aes.com.
By Order of the Board of Directors,
Brian A. Miller