OG&E 2009 Annual Report Download - page 111

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Item 9B. Other Information.
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
CODE OF ETHICS POLICY
The Company maintains a code of ethics for our chief executive officer and senior financial officers, including the chief
financial officer and chief accounting officer, which is available for public viewing on OGE Energy’s web site address www.oge.com
under the heading “Investor Relations”, “Corporate Governance.” The code of ethics will be provided, free of charge, upon
request. The Company intends to satisfy the disclosure requirements under Section 5, Item 5.05 of Form 8-K regarding an amendment
to, or waiver from, a provision of the code of ethics by posting such information on its web site at the location specified above. OGE
Energy will also include in its proxy statement information regarding the Audit Committee financial expert.
Under the reduced disclosure format permitted by General Instruction I(2)(c) of Form 10-K, the information otherwise
required by Item 10 has been omitted.
Item 11. Executive Compensation.
Under the reduced disclosure format permitted by General Instruction I(2)(c) of Form 10-K, the information required by Item
11 has been omitted.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Under the reduced disclosure format permitted by General Instruction I(2)(c) of Form 10-K, the information required by Item
12 has been omitted.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Under the reduced disclosure format permitted by General Instruction I(2)(c) of Form 10-K, the information otherwise
required by Item 13 has been omitted.
Item 14. Principal Accounting Fees and Services.
The following discussion relates to the audit fees paid by OGE Energy to its independent auditors for the services provided to
OGE Energy and its subsidiaries, including the Company.
Fees for Independent Auditors
Audit Fees
Total audit fees for 2009 were $2,054,200 for OGE Energy’s 2009 financial statement audit. These fees include $1,530,000
for the integrated audit of OGE Energy’s annual financial statements and its internal control over financial reporting and $125,000 for
services in support of debt and stock offerings. Total audit fees for 2008 were $2,474,100 for OGE Energy’s 2008 financial statement
audit. These fees include $1,560,000 for the integrated audit of OGE Energy’s annual financial statements and its internal control over
financial reporting and $471,500 for services in support of debt and stock offerings.
The aggregate audit fees include fees billed for the audit of OGE Energy’s annual financial statements and for the reviews of
the financial statements included in OGE Energy’s Quarterly Reports on Form 10-Q. For 2009, this amount includes estimated
billings for the completion of the 2009 audit, which were rendered after year-end.
105