Corporate Governance

UIL Holdings Corporation (UIL) has a long history of strong corporate governance and continues to respect investor, customer and employee interests in its businesses and business practices. UIL maintains high standards in corporate governance through regular scrutiny and re-evaluation of its processes. Although very few changes were needed to ensure compliance with the new regulations issued by the New York Stock Exchange (NYSE) in November 2003, improvements have been made in accordance with these new requirements and the federal Sarbanes Oxley Act enacted in 2002.

The UIL Board of Directors (Board) has only one insider and one affiliated director. Currently, only independent directors serve on the Board’s three mandatory standing committees: Audit, Compensation and Executive Development, and Corporate Governance and Nominating. The entire Board is elected annually and a director is not a candidate for re-election after his or her seventieth birthday. In addition, the composition of Board committees is reviewed annually to ensure that each member meets the rules and regulations of the NYSE, Securities and Exchange Commission (SEC) and Internal Revenue Service. The Board and its committees will perform written annual performance evaluations and continue to enhance director orientation and education. To ensure effective management controls, the Board continues to meet at regularly scheduled executive sessions without management. In addition, the Audit Committee monitors our established procedure for “whistleblower” communications. The UIL Code of Business Conduct governs each member of the Board as it relates to his or her director-related duties.

The Board ensures that the Corporate Governance Standards, Code of Ethics for Chief Executive Officer, Presidents and Senior Financial Officers, Code of Business Conduct, “Whistleblower” policy and all Charters of committees of the Board and electronic filings required by the SEC are in accordance with the new NYSE, SEC and federal statutory requirements and are posted on the UIL Holdings Corporation’s website http://www.uil.com.