UNITED STATES
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GREEN MOUNTAIN POWER CORPORATION
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Set forth below is the text of the press release issued by Green Mountain Power
Corporation on May 14, 2004.
COLCHESTER, VT Green Mountain Power Corporation (NYSE: GMP) today
announced that it has achieved the highest Corporate Governance Quotient rating
from Institutional Shareholder Services (ISS), the leading national provider of
proxy voting and corporate governance services.
"ISS has awarded Green Mountain Power a Corporate Governance Quotient index of
99.7 and an industry rating of 100, which means that Green Mountain Power
outperformed 99.7% of companies in the S&P 600 and 100% of companies in the ISS
utility group," said Christopher L. Dutton, President and Chief Executive
Officer. "We are very proud of our efforts to implement the highest standards
of corporate governance, reflecting our continuing commitment to deliver value
to our shareholders."
Green Mountain Power also announced that, as part of its continuing efforts to
improve corporate governance, management will recommend to the Board of
Directors the adoption of the following additional initiatives at the May 20,
2004 meeting of the Board of Directors:
- That the Board of Directors amend the Company's 2004 Stock Incentive Plan
to reduce the number of authorized common shares available for issuance
thereunder from 350,000 to 225,000 shares.
- That the Board of Directors confirm that (i) the issuance of any preferred
shares under the Board of Directors' authority to issue such shares without
prior approval of shareholders will not be used for any anti-takeover purpose,
including, but not limited to, any existing or future shareholder rights plans,
(ii) any preferred shares issued without prior shareholder approval, if
convertible to common shares, would convert into common shares at not less than
100% of the market price of the Company's common shares on the conversion date,
and (iii) any issuance of preferred shares with voting rights without prior
shareholder approval will provide that voting shall be on an "as-converted"
basis only.
- That the Board of Directors approve, and submit to shareholders for
approval at the 2005 annual meeting of shareholders, and submit to the Vermont
Public Service Board for its approval, an amendment to the Company's Amended and
Restated Articles of Incorporation providing that the Company directors may be
removed with or without cause.
"These new commitments represent additional ways that we can improve our
corporate governance," said Mr. Dutton. "We will continue to deliver on our
commitments to provide superior value to our customers and our shareholders. We
look forward to continued excellence in both arenas."
There are statements in this information release that contain projections
or estimates and that are considered to be "forward-looking" as defined by the
Securities and Exchange Commission (the "SEC"). In these statements, you may
find words such as believes, expects, plans, or similar words. These statements
are not guarantees of our future performance. There are risks, uncertainties
and other factors that could cause actual results to be different from those
projected.
For further information, please contact Robert Griffin, Chief Financial
Officer of Green Mountain Power, (802) 655-8452 or Dorothy Schnure, Manager of
Corporate Communications, at 802-655-8418.