Progress Energy has a long-standing commitment to the highest standards of integrity, accountability and independence. Our board of directors oversees and directs our company on our shareholders’ behalf, and the company works to balance those needs with the interests of customers, employees, regulators, elected officials and the communities we serve. We have adopted a set of governance measures, called Corporate Governance Guidelines, to document the board’s responsibilities, structure and internal practices.
The board of directors is chaired by President and Chief Executive Officer Bill Johnson. Independence is ensured through the appointment of a lead director, John H. Mullin III. The board of directors meets regularly to review business operations and financial performance.
There are five standing committees and one ad hoc committee of the board, and each is composed of non-employee directors and a senior company officer to coordinate staff work. Members of the committees are appointed by the board, normally at the board meeting that follows the annual shareholders meeting in May. An executive committee addresses routine matters that arise between regular board meetings.
In December 2008, the board of directors approved the formation of a new ad hoc committee of the board called the Nuclear Project Oversight Committee. The ad hoc committee will have oversight of the construction of new nuclear projects.
To view the full list of current directors, please click here.
The board committees are:
Audit and Corporate Performance Committee – Oversees the integrity of our company’s financial statements and compliance with legal and regulatory requirements;
Corporate Governance Committee – Makes recommendations to the full board with respect to the governance of our company and its board;
Finance Committee – Reviews and oversees our company’s financial performance and policies;
Nuclear Project Oversight Committee (ad hoc) – Serves as the primary point of contact for board oversight of new nuclear projects and advises the board of construction status, including schedule, cost, and legal, legislative and regulatory activities;
Operations and Nuclear Oversight Committee – Reviews and oversees our company’s operations, environmental, health and safety performance and policies; and
Organization and Compensation Committee – Reviews personnel policies, executive development and succession plans, and administers executive compensation.
To provide a more responsive and accountable board of directors for shareholders, our bylaws require the annual election of directors. Also, candidates must receive a majority of shareholder votes cast in order to be elected to the board for another year.
The board met nine times in 2008. Average attendance of directors at the meetings of the board and its committees was 95 percent.
We benchmark the quality of our corporate governance practices relative to other publicly traded companies using ratings provided by The Corporate Library, RiskMetrics Group, Inc. and GovernanceMetrics International, Inc. Our corporate governance quotient is ranked better than 67 percent of the companies in Standard & Poor’s (S&P) 500 and better than 77 percent of the scores posted by other utility firms, according to a recent report from RiskMetrics Group.
Our company provides an in-depth section on corporate governance on our Web site to offer insight into our principles, responsibilities, structure and internal practices regarding corporate governance. The site contains Web links to our Code of Ethics, a list of our directors and corporate governance guidelines for the board to follow. The site also provides access to a complete listing of board committee charters and each charter’s respective responsibilities. The corporate governance section also includes a page examining the importance of director independence. To access the corporate governance section, please click here.
We disclose our business and financial information in accordance with requirements of the Sarbanes-Oxley Act of 2002 and related rules of the U.S. Securities and Exchange Commission (SEC). The annual report to shareholders, annual proxy statement and required SEC filings are available on our Web site by clicking here.
