ITEM NO. 1 ELECTION OF DIRECTORS
A board of 13 directors is to be elected at the annual meeting, each director to hold office until the next annual meeting of shareholders and until the election and qualification of a successor board. If any named nominee becomes unavailable for election, the board may substitute another nominee.
Below is information concerning the nominees for director stating, among other things, their names, ages, positions, and offices held, and brief descriptions of their business experience. The ages of the directors set forth below are as of December 31, 2007.
Charles D. McCrary
Director since 2001
Mr. McCrary, 56, is President, Chief Executive Officer, and Director of the Company and Executive Vice President of Southern Company. He is a Director of Regions Financial Corporation, Birmingham, Alabama, and Protective Life Corporation, Birmingham, Alabama.
Whit Armstrong
Director since 1982
Mr. Armstrong, 60, is President, Chief Executive Officer, and Chairman of The Citizens Bank, Enterprise, Alabama, and President, Chief Executive Officer, and Chairman of Enterprise Capital Corporation, Inc. He is a Director of Enstar Group Inc., Hamilton, Bermuda.
David J. Cooper,
Sr.
Director since 1998
Mr. Cooper, 62, is President of Cooper/T. Smith Corporation (a maritime company with a core business of stevedoring and tugboats), Mobile, Alabama. He is a Director of Cooper/T. Smith Corporation and subsidiaries, American Equity Underwriters, Inc., Mobile, Alabama, and Regions Financial Corporation, Birmingham, Alabama.
John D. Johns
Director since 2004
Mr. Johns, 55, has served as Chairman, President, and Chief Executive Officer of Protective Life Corporation (a holding company whose subsidiaries provide insurance and other financial services), Birmingham, Alabama, since January 2003. He previously served as President and Chief Executive Officer of Protective Life Corporation from January 2002 to January 2003 and President and Chief Operating Officer of Protective Life Corporation from August 1996 until December 2001. He is a Director of Alabama National BanCorporation, Birmingham, Alabama, Genuine Parts Company, Atlanta, Georgia, and John H. Harland Company, Decatur, Georgia.
Patricia M. King
Director since 1997
Ms. King, 62, is President and Chief Executive Officer of Sunny King Automotive Group (automobile dealerships), Anniston, Alabama.
James K. Lowder
Director since 1997
Mr. Lowder, 58, is Chairman of the Board of The Colonial Company (real estate development and sales), Montgomery, Alabama. He is a Director of Colonial Properties Trust, Birmingham, Alabama.
Malcolm Portera
Director since 2003
Dr. Portera, 61, has served as Chancellor of The University of Alabama System, Tuscaloosa, Alabama, since January 2002. He previously served as President of Mississippi State University from January 1998 to December 2001. He is a Director of Protective Life Corporation, Birmingham, Alabama, and Regions Financial Corporation, Birmingham, Alabama.
Robert D. Powers
Director since 1992
Mr. Powers, 57, is President of The Eufaula Agency, Inc. (insurance and real estate), Eufaula, Alabama.
David M. Ratcliffe
Director since 2004
Mr. Ratcliffe, 59, has served as Chairman of the Board, President, and Chief Executive Officer of Southern Company since July 2004. He previously served as President of Southern Company from April 2004 until July 2004; Executive Vice President of Southern Company from May 1999 until April 2004; Chairman and Chief Executive Officer of Georgia Power Company from January 2004 to April 2004 and President and Chief Executive Officer of Georgia Power Company
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from May 1999 to January 2004. He is a Director of CSX Corporation, Jacksonville, Florida, and Southern Company system companies, Georgia Power Company and Southern Power Company.
C. Dowd Ritter
Director since 1997
Mr. Ritter, 60
, became Chairman,
President, and Chief Executive Officer of
Regions Financial Corporation,
Birmingham, Alabama, effective January 1, 2008. He previously served as President, Chief Executive Officer, and Director of Regions Financial Corporation from November 2006 to December 2007 and as Chairman, President and Chief Executive Officer of AmSouth Bancorporation and AmSouth Bank, Birmingham, Alabama, from 1996 to November 2006. He is a Director of Protective Life Corporation, Birmingham, Alabama.
James H. Sanford
Director since 1983
Mr. Sanford, 63, is Chairman of HOME Place Farms, Inc. (agriculture, computer services, and real estate investments), Prattville, Alabama. He also serves as President of Autauga Quality Cotton Association, Prattville, Alabama. He is a Director of Federal Reserve Bank of Atlanta, Birmingham Branch.
John C. Webb IV
Director since 1977
Mr. Webb, 65, is President of Webb Lumber Company, Inc. (wholesale lumber and wood products sales), Demopolis, Alabama.
James W. Wright
Director since 2000
Mr. Wright, 64, is Chairman of First Tuskegee Bank, Montgomery, Alabama. He is also Chairman and Chief Executive Officer of Birthright Incorporated (bank holding company), Tuskegee, Alabama.
Each nominee has served in his or her present position for at least the past five years, unless otherwise noted.
Vote Required
The majority of the votes cast by the shares outstanding and entitled to vote at a meeting at which a quorum is present is required for the election of directors. The shareholders entitled to vote in the election of directors have the right to cumulate their votes. Such right permits the shareholders to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote and cast the product for a single nominee or distribute the product among two or more nominees. A shareholder will not be entitled to vote cumulatively at the Companys 2008 Annual Meeting unless such shareholder gives the Company notice of his interest to cumulate his vote not less than 48 hours before the time set for the meeting. If one shareholder gives such notice, all shareholders will be entitled to cumulate their votes without giving further notice.
Southern Company, as the owner of all of the Companys outstanding common stock, will vote for all of the nominees above.
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CORPORATE GOVERNANCE
DIRECTOR INDEPENDENCE
The Company is managed by a core group of officers and governed by a board of directors which has been set at a total not to exceed 25 members. The current nominees for election as directors consist of 13 members 11 non-employee directors and Mr. McCrary, the president and chief executive officer of the Company, and Mr. Ratcliffe, the president and chief executive officer of Southern Company.
GOVERNANCE POLICIES AND PROCESSES
Southern Company owns all of the Companys outstanding common stock, which represents a substantial majority of the overall voting power of the Companys equity securities, and the Company has listed only debt and preferred stock on the New York Stock Exchange (the NYSE). Accordingly, under the rules of the NYSE, the Company is exempt from most of the NYSEs listing standards relating to corporate governance. The Company has voluntarily complied with certain of the NYSEs listing standards relating to corporate governance where such compliance was deemed to be in the best interests of the Companys shareholders. In addition, under the rules of the Securities and Exchange Commission (the SEC), the Company is exempt from the audit committee requirements of Section 301 of the Sarbanes-Oxley Act of 2002 and, therefore, is not required to have an audit
committee or an audit committee report on whether it has an audit committee financial expert.