Progress Energy 2008 Annual Report Download - page 219

Progress Energy Proxy Statement
B-1
Exhibit B
Progress Energy, Inc. Corporate Governance Guidelines—Board Independence Section
B. Board Independence
In order for a director to be deemed “independent,” the Board of Directors of the Company must
affirmatively determine that the director has no material relationship with the Company, either
directly or as a partner, shareholder or officer of an organization that has a relationship with
the Company. In making this determination, the Board of Directors shall apply the following
standards:
A director who is, or has been within the last three years, an employee of the Company, or 1. whose immediate family member is, or has been within the last three years, an executive
officer, of the Company, is not independent. Employment as an interim Chairman or Chief
Executive Officer will not disqualify a director from being considered independent following
such employment.
A director who has received, or has an immediate family member who has received, 2. during any twelve-month period within the last three years, more than $120,000 in direct
compensation from the Company, other than director and committee fees and pensions or
other forms of deferred compensation for prior service (provided such compensation is not
contingent in any way on continued service) is not independent. Compensation received
by a director for former service as an interim Chairman or Chief Executive Officer will not
be considered in determining independence under this standard. Compensation received by
a director’s immediate family member for service as an employee of the Company (other
than as an executive officer) will not be considered in determining independence under this
standard.
A director who is or has been within the last three years affiliated with or employed by (or 3. whose immediate family member is or has been within the last three years affiliated with
or employed by) a present or former internal or external auditor of the Company is not
independent.
A director who is, or has been within the last three years, or whose immediate family member 4. is, or has been within the last three years, employed as an executive officer of another
company where any of the Company’s present executives at the same time serve or served on
that company’s compensation committee is not independent.
A director who is an executive officer or an employee (or whose immediate family member 5. is an executive officer) of a company that has made payments to, or received payments from,
the Company for property or services in an amount which, in any of the last three fiscal years,
exceeds the greater of $1 million or 2% of such other company’s consolidated gross revenues
is not independent.
A director who has or whose immediate family member has received any compensation from 6. the Company directly or indirectly as an advisor or consultant is not independent until at least
three years after he or she ceases to receive such compensation.