Progress Energy 2009 Annual Report Download - page 221

Progress Energy Proxy Statement
A-2
C. Approval Procedures
1. The Board has determined that the Committee is best suited to review and approve Related Person
Transactions. Accordingly, at each calendar year’s first regularly scheduled Committee meeting,
management shall recommend Related Person Transactions to be entered into by the Company for
that calendar year, including the proposed aggregate value of such transactions if applicable. After
review, the Committee shall approve or disapprove such transactions and at each subsequently
scheduled meeting, management shall update the Committee as to any material change to those
proposed transactions.
2. In determining whether to approve or disapprove each related person transaction, the Committee
will consider various factors, including the following:
the identity of the related person;
the nature of the related person’s interest in the particular transaction;
the approximate dollar amount involved in the transaction;
the approximate dollar value of the related person’s interest in the transaction;
whether the related person’s interest in the transaction conflicts with his obligations to the 
Company and its shareholders;
whether the transaction will provide the related person with an unfair advantage in his 
dealings with the Company; and
whether the transaction will affect the related person’s ability to act in the best interests of the 
Company and its shareholders
The Committee will only approve those related person transactions that are in, or are not inconsistent
with, the best interests of the Company and its shareholders.
3. In the event management recommends any further Related Person Transactions subsequent
to the first calendar year meeting, such transactions may be presented to the Committee for
approval at the next Committee meeting. In these instances in which the Legal Department, in
consultation with the President and Chief Operating Officer, determines that it is not practicable
or desirable for the Company to wait until the next Committee meeting, any further Related
Person Transactions shall be submitted to the Chair of the Committee (who will possess delegated
authority to act between Committee meetings). The Chair of the Committee shall report to the
Committee at the next Committee meeting any approval under this Policy pursuant to his/her
delegated authority.
4. No member of the Committee shall participate in any review, consideration or approval of any
Related Person Transaction with respect to which such member or any of his or her immediate
family members is the Related Person. The Committee (or the Chair) shall approve only those
Related Person Transactions that are in, or are not inconsistent with, the best interests of the
Company and its stockholders, as the Committee (or the Chair) determines in good faith. The
Committee or Chair, as applicable, shall convey the decision to the President and Chief Operating
Officer, who shall convey the decision to the appropriate persons within the Company.