Progress Energy 2008 Annual Report Download - page 148

PROXY STATEMENT
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that receive contributions from the Company. The Governance Committee considered each of these
transactions and relationships and determined that none of them was material or affected the independence
of the directors involved under either the general independence standards contained in the NYSE’s listing
standards or our categorical independence standards.
BOARD, BOARD COMMITTEE AND ANNUAL MEETING ATTENDANCE
The Board of Directors is currently comprised of thirteen (13) members. The Board of Directors met
nine times in 2008. Average attendance of the directors at the meetings of the Board and its committees held
during 2008 was 95 percent, and no director attended less than 75 percent of all Board and his/her respective
committee meetings held in 2008 except for Mr. Burner, who attended 73 percent of said meetings.
Our Company expects all directors to attend its annual meetings of shareholders. Such
attendance is monitored by the Governance Committee. All directors who were serving as directors as of
May 14, 2008, the date of the 2008 Annual Meeting of Shareholders, attended that meeting. Mr. Burner will
retire from the Board at the Annual Meeting of Shareholders on May 13, 2009. No decision has been made
regarding which nominees will replace him on the various Board committees on which he currently serves;
however, we expect to file a Form 8-K regarding the election of any new directors as appropriate.
BOARD COMMITTEES
The Board of Directors appoints from its members an Executive Committee, an Audit and
Corporate Performance Committee, a Governance Committee, a Finance Committee, a Nuclear Project
Oversight Committee, an Operations and Nuclear Oversight Committee, and an Organization and
Compensation Committee. The charters of all committees of the Board are posted on our Internet Web
site and can be accessed at www.progress-energy.com/investor. The charters are available in print to
any shareholder who requests them. Additionally, the charter of the Audit and Corporate Performance
Committee is included as Exhibit C to this Proxy Statement. The current membership and functions of the
standing Board committees, as of December 31, 2008, are discussed below.
Executive Committee
The Executive Committee is presently composed of one director who is an officer and four
nonmanagement directors: Messrs. William D. Johnson—Chair, David L. Burner, Harris E. DeLoach, Jr.,
E. Marie McKee, John H. Mullin, III, and Ms. Theresa M. Stone. The authority and responsibilities
of the Executive Committee are described in our By-Laws. Generally, the Executive Committee will
review routine matters that arise between meetings of the full Board and require action by the Board. The
Executive Committee held one meeting in 2008.
Audit and Corporate Performance Committee
The Audit and Corporate Performance Committee (the “Audit Committee”) is presently
composed of the following six nonmanagement directors: Ms. Theresa M. Stone—Chair, and
Messrs. James E. Bostic, Jr., James B. Hyler, Jr., Charles W. Pryor, Jr., Carlos A. Saladrigas and
Alfred C. Tollison, Jr. All members of the committee are independent as that term is defined under the
enhanced independence standards for audit committee members contained in the Securities Exchange
Act of 1934 and the related rules, as amended, as incorporated into the listing standards of the NYSE.
Mr. Saladrigas and Ms. Stone have been designated by the Board as the “Audit Committee Financial
Experts,” as that term is defined in the SEC’s rules. The work of the Audit Committee includes oversight
responsibilities relating to the integrity of our financial statements, compliance with legal and regulatory
requirements, the qualifications and independence of our independent registered public accounting firm,
performance of the internal audit function and of the independent registered public accounting firm, and the
Corporate Ethics Program. The role of the Audit Committee is further discussed under “Report of the Audit
and Corporate Performance Committee” below. The Audit Committee held seven meetings in 2008.