Progress Energy 2009 Annual Report Download - page 153

Progress Energy Proxy Statement
15
BOARD, BOARD COMMITTEE AND ANNUAL MEETING ATTENDANCE
The Board of Directors is currently comprised of fourteen (14) members. The Board of Directors met six
times in 2009. Average attendance of the directors at the meetings of the Board and its committees held during 2009
was 90 percent, and no director attended less than 80 percent of all Board and his/her respective committee meetings
held in 2009.
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 13, 2009, the date
of the 2009 Annual Meeting of Shareholders, attended that meeting, with the exception of Mr. Burner, who retired
from the Board effective May 13, 2009, and Mr. Saladrigas, who was recovering from an illness at the time of the
meeting.
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 current membership and functions of the standing Board committees are
discussed below.
Executive Committee
The Executive Committee is presently composed of one director who is an officer and five nonmanagement
directors: Messrs. William D. Johnson—Chair, Harris E. DeLoach, Jr., Robert W. Jones, and John H. Mullin, III,
and Ms. E. Marie McKee 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 no meetings in 2009.
Audit and Corporate Performance Committee
The Audit and Corporate Performance Committee (the “Audit Committee”) is presently composed of
the following seven nonmanagement directors: Ms. Theresa M. Stone—Chair, and Messrs. James E. Bostic, Jr.,
W. Steven Jones, Melquiades R. “Mel” Martinez, 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 2009.
Corporate Governance Committee
The Governance Committee is presently composed of the following five nonmanagement directors:
Messrs. John H. Mullin, III—Chair/Lead Director, Harris E. DeLoach, and Robert W. Jones, and Ms. E. Marie
McKee and Ms. Theresa M. Stone. All members of the Governance Committee are independent as that term is
defined under the general independence standards contained in the NYSE listing standards. The Governance
Committee is responsible for making recommendations to the Board with respect to the governance of the Company
and the Board. Its responsibilities include recommending amendments to our Charter and By-Laws, making