Progress Energy 2009 Annual Report Download - page 154

PROXY STATEMENT
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recommendations regarding the structure, charter, practices and policies of the Board, ensuring that processes are in
place for annual Chief Executive Officer performance appraisal and review of succession planning and management
development, recommending a process for the annual assessment of Board performance, recommending criteria
for Board membership, reviewing the qualifications of and recommending to the Board nominees for election. The
Governance Committee is responsible for conducting investigations into or studies of matters within the scope of
its responsibilities and to retain outside advisors to identify director candidates. The Governance Committee will
consider qualified candidates for director nominated by shareholders at an annual meeting of shareholders, provided,
however, that written notice of any shareholder nominations must be received by the Corporate Secretary of the
Company no later than the close of business on the 120th calendar day before the date our Proxy Statement was
released to shareholders in connection with the previous year’s annual meeting. See “Future Shareholder Proposals”
below for more information regarding shareholder nominations of directors. The Governance Committee held three
meetings in 2009.
Finance Committee
The Finance Committee is presently composed of the following six nonmanagement directors:
Messrs. Robert W. Jones—Chair, John D. Baker II, James B. Hyler, Jr., John H. Mullin, III, and Carlos A.
Saladrigas, and Ms. Theresa M. Stone. The Finance Committee reviews and oversees our financial policies and
planning, financial position, strategic planning and investments, pension funds and financing plans. The Finance
Committee also monitors our risk management activities and financial position and recommends changes to our
dividend policy and proposed budget. The Finance Committee held four meetings in 2009.
Nuclear Project Oversight Committee (ad hoc)
The Nuclear Project Oversight Committee is presently composed of the following six nonmanagement
directors: Messrs. Charles W. Pryor, Jr.—Chair, Alfred C. Tollison, Jr.—Vice Chair, James E. Bostic, Jr., Harris E.
DeLoach, Jr., and W. Steven Jones, and Ms. E. Marie McKee. The Nuclear Project Oversight Committee is an ad
hoc committee that serves as the primary point of contact for Board oversight of the construction of new nuclear
projects, and advises the Board of construction status, including schedule, cost and legal, legislative and regulatory
activities. The Nuclear Project Oversight Committee held no meetings in 2009.
Operations and Nuclear Oversight Committee
The Operations and Nuclear Oversight Committee is presently composed of the following seven
nonmanagement directors: Messrs. Harris E. DeLoach, Jr.—Chair, James E. Bostic, Jr., W. Steven Jones, Melquiades
R. “Mel” Martinez, Charles W. Pryor, Jr., and Alfred C. Tollison, Jr., and Ms. E. Marie McKee. The Operations and
Nuclear Oversight Committee reviews our load forecasts and plans for generation, transmission and distribution,
fuel procurement and transportation, customer service, energy trading and term marketing, and other Company
operations. The Operations and Nuclear Oversight Committee reviews and assesses our policies, procedures, and
practices relative to the protection of the environment and the health and safety of our employees, customers,
contractors and the public. The Operations and Nuclear Oversight Committee advises the Board and makes
recommendations for the Board’s consideration regarding operational, environmental and safety-related issues. The
Operations and Nuclear Oversight Committee held four meetings in 2009.
Organization and Compensation Committee
The Organization and Compensation Committee (the “Compensation Committee”) is presently composed
of the following six nonmanagement directors: Ms. E. Marie McKee—Chair, and Messrs. John D. Baker II, Harris
E. DeLoach, Jr., James B. Hyler, Jr., Robert W. Jones, and John H. Mullin, III. All members of the Compensation
Committee are independent as that term is defined under the general independence standards contained in the NYSE
listing standards. The Compensation Committee verifies that personnel policies and procedures are in keeping with
all governmental rules and regulations and are designed to attract and retain competent, talented employees and