2018 Guide to Effective Proxies

2.9 Board diversity graphics | 141 6 TH EDITION | GUIDE TO EFFECTIVE PROXIES ACCENTURE PLC AMEREN CORPORATION ITEMSYOUMAYVOTEON B OARD S TRUCTURE Board and Committee Meetings and Annual Meeting Attendance During 2017, the Board of Directors met 6 times. All then-incumbent directors attended or participated in 75 percent or more of the aggregate number of meetings of the Board and the Board Committees of which they were members held during the period for which such directors have been directors. The Company has adopted a policy under which Board members are expected to attend each shareholders’ meeting. At the 2017 annual meeting of shareholders, all of the then-incumbent directors were in attendance. Director Qualification Standards The Board of Directors, in accordance with NYSE listing standards, has adopted a formal set of Corporate Governance Guidelines, which include certain director qualification standards. A director who attains age 72 prior to the date of an annual meeting is required to submit a letter to the Nominating and Corporate Governance Committee offering his or her resignation from the Board, effective with the end of the director’s elected term, for consideration by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee will review the appropriateness of continued service on the Board of Directors by that director and make a recommendation to the Board of Directors and, if applicable, repeat such review annually thereafter. In addition, the Corporate Governance Guidelines provide that a director who undergoes a significant change with respect to principal employment is required to notify the Nominating and Corporate Governance Committee and offer his or her resignation from the Board. The Nominating and Corporate Governance Committee will then evaluate the facts and circumstances and make a recommendation to the Board whether to accept the offered resignation or request that the director continue to serve on the Board. Board Diversity Age Gender Race/Ethnicity Tenure 0-5Years 6-9Years 10+Years 5 4 3 3 9 Women Men 50’s 60’s 70’s 6 3 3 2 1 9 African Hispanic Caucasian American Board Leadership Structure The Company’s By-Laws and Corporate Governance Guidelines delegate to the Board of Directors the right to exercise its discretion to either separate or combine the offices of Chairman of the Board and Chief Executive Officer. The Board annually considers the appropriate leadership structure for the Company and has concluded that the Company and its shareholders are best served by the Board retaining discretion to determine whether the same individual should serve as both Chairman of the Board and Chief Executive Officer. This decision is based upon the Board’s determination of what is in the best interests of the Company and its shareholders, in light of then-current and anticipated future circumstances and taking into consideration succession planning, skills and experience of the individual(s) filling those positions, and other relevant factors. The independent members of the Board have determined that the Board leadership structure that is most appropriate at this time, given the specific characteristics and circumstances of the Company and the skills and experience of Mr. Baxter, is a leadership structure that combines the roles of Chairman of the Board and Chief Executive Officer with Mr. Baxter filling those roles for the following primary reasons: • such a Board leadership structure with combined Chairman and Chief Executive Officer roles has previously served the Company and its shareholders well, and the Board expects that the structure AmerenCorporation 2018ProxyStatement 21 AgeGenderRace/EthnicityTenure Total of 02 pages in section ACCENTURE 2017PROXYSTATEMENT Proposal1:Re-AppointmentofDirectors 14 BOARDDIVERSITYANDTENURE ConsistentwiththeCompany’sCorporateGovernanceGuidelines,theNominating&GovernanceCommitteealsoseeks geographic,age,genderandethnicdiversityamongthemembersoftheBoard.WhiletheBoardhasnotadoptedaformal policywithregardtotheconsiderationofdiversityinidentifyingdirectornominees,theNominating&Governance CommitteeandtheBoardbelievethatconsideringdiversityisconsistentwiththegoalofcreatingaBoardthatbestserves theneedsoftheCompanyandtheinterestsofitsshareholders,anditisoneofthemanyfactorsthattheyconsiderwhen identifyingindividualsforBoardmembership. Inaddition,webelievethatdiversitywithrespecttotenureisimportantinordertoprovideforbothfreshperspectivesand deepexperienceandknowledgeoftheCompany.Therefore,weaimtomaintainanappropriatebalanceoftenureacross ourdirectors.InfurtheranceoftheBoard’sactiveroleinBoardsuccessionplanning,theBoardhasappointedsixnew directorssince2014. OurdirectornomineesreflectthoseeffortsandtheimportanceofdiversitytotheBoard.Ofour11directornominees: BoardDiversity BoardTenure 4 arefemale 2 areAfrican American 6 wereborn outsideof theU.S. <1Year 1 1–5Years 6 >5Years 4 Averagetenure 4.6 years Averageage 60 years 2 are Asian 1 is Hispanic 2.9 Board diversity graphics As part of evaluating the board’s quality and competencies, investors consider director age, tenure (length of board service) and diversity. The latter can include gender, race, ethnicity as well as diversity of perspectives, experience and skills. There are myriad studies attempting to correlate company performance with aspects of diversity. Some countries have either imposed or are considering establishing age or term limits and diversity quotas for company boards. While such limits and quotas are not presently required in the U.S., investors, proxy advisors and others are keenly interested in these topics. In addition to disclosing the relevant facts in the traditional narrative, each year more companies are using charts and graphs to summarize and highlight their overall profile on some or all of these metrics, including the impact of recent additions or replacement of directors on overall board composition and relevant measures of diversity. Increasing attention is being paid to board tenure, which is the flip side of board refreshment, as it is typically through regular board refreshment that new and emerging skills and qualifications are introduced onto the board.