Vectren 2008 Annual Report Download - page 108

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106
ITEM 9. CHANGE IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Changes in Internal Controls over Financial Reporting
During the quarter ended December 31, 2008, there have been no changes to the Company’s internal controls over
financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s
internal control over financial reporting.
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
As of December 31, 2008, the Company conducted an evaluation under the supervision and with the participation
of the Chief Executive Officer and Chief Financial Officer of the effectiveness and the design and operation of the
Company's disclosure controls and procedures. Based on that evaluation, the Chief Executive Officer and the Chief
Financial Officer have concluded that the Company's disclosure controls and procedures are effective as of
December 31, 2008, to ensure that information required to be disclosed in reports filed or submitted under the
Exchange Act is:
1) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and
forms, and
2) accumulated and communicated to management, including the Chief Executive Officer and Chief Financial
Officer, as appropriate to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control over Financial Reporting
Vectren Corporation’s management is responsible for establishing and maintaining adequate internal control over
financial reporting. Under the supervision and with the participation of management, including the Chief Executive
Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of its internal
control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation under the
framework in Internal Control — Integrated Framework, the Company concluded that its internal control over
financial reporting was effective as of December 31, 2008.
The effectiveness of internal control over financial reporting as of December 31, 2008, has been audited by Deloitte
& Touche LLP, an independent registered public accounting firm, as stated in their report which is included in Item
8 of this annual report.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by Part III, Item 10 of this Form 10-K is incorporated by reference herein, and made part
of this Form 10-K, from the Company's Proxy Statement for its 2009 Annual Meeting of Stockholders, which will
be filed with the Securities and Exchange Commission pursuant to Regulation 14A, within 120 days after the end of
the fiscal year. The Company’s executive officers are the same as those named executive officers detailed in the
Proxy Statement.
The Company’s Corporate Governance Guidelines, its charters for each of its Audit, Compensation and Benefits
and Nominating and Corporate Governance Committees, and its Code of Ethics covering the Company’s directors,
officers and employees are available on the Company’s website, www.vectren.com, and a copy will be mailed upon
request to Investor Relations, Attention: Steve Schein, One Vectren Square, Evansville, Indiana 47708. The
Company intends to disclose any amendments to the Code of Ethics or waivers of the Code of Ethics on behalf of
the Company’s directors or officers including, but not limited to, the principal executive officer, principal financial