Progress Energy 2010 Annual Report Download - page 154

PROXY STATEMENT
16
All of the described transactions were ordinary course commercial transactions conducted at arm’s length
and in compliance with the NYSE’s standards for director independence. In addition, the Governance Committee
considers the relationships our directors have with tax-exempt organizations 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 fourteen (14) members. The Board of Directors met 10
times in 2010. Average attendance of the directors at the meetings of the Board and its committees held during 2010
was 96 percent, and no director attended less than 87 percent of all Board and his/her respective committee meetings
held in 2010.
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 12, 2010, the date
of the 2010 Annual Meeting of Shareholders, attended that 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 website 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,
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 did not meet in 2010.
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., W.
Steven Jones, 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 2010.