Progress Energy 2010 Annual Report Download - page 158

PROXY STATEMENT
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Although the Company does not have an official policy regarding the consideration of diversity in
identifying director nominees, diversity is among the factors that are considered in selecting Board nominees. The
Company values diversity among its Board members and seeks to create a Board that reflects the demographics
of the areas we serve, and includes a complementary mix of individuals with diverse backgrounds, viewpoints,
professional experiences, education and skills that reflect the broad set of challenges the Board confronts.
Communications with the Board of Directors
The Board has approved a process for shareholders and other interested parties to send communications
to the Board. That process provides that shareholders and other interested parties can send communications to the
Board and, if applicable, to the Governance Committee or to specified individual directors, including the Lead
Director, in writing c/o John R. McArthur, Executive Vice President, General Counsel and Corporate Secretary,
Progress Energy, Inc., P.O. Box 1551, Raleigh, North Carolina 27602-1551.
We screen mail addressed to the Board, the Governance Committee or any specified individual director for
security purposes and to ensure that the mail relates to discrete business matters relevant to the Company. Mail that
satisfies these screening criteria is forwarded to the appropriate director.
BOARD LEADERSHIP STRUCTURE AND ROLE IN RISK OVERSIGHT
Board Leadership Structure
Our Governance Guidelines allow the Board to select a Chairman based on the needs of the Company at
the time. The Board may appoint the Chief Executive Officer or it may choose another director for the Chairman
position. Thus, the Board has the authority to separate the Chairman and Chief Executive Officer positions if it
chooses to do so, but it is not required to do so.
Currently, the Board believes that the Company’s interests are best served by having the Chief Executive
Officer also serve as Chairman because it allows the Board to most effectively and directly leverage the Chief
Executive Officer’s day-to-day familiarity with the Company’s operations. This is particularly beneficial for the
Board at this time given the rapidly evolving nature of the energy industry and the complexity of the projects being
considered by the Company, including the construction of new nuclear facilities.
Our Governance Guidelines provide that if the Chief Executive Officer currently holds the position of
Chairman, then the full Board shall appoint an independent director to serve as Chair of the Governance Committee
and Lead Director of the Board. The clearly delineated and comprehensive duties of the Lead Director include
presiding over all meetings of the Board at which the Chairman is not present, including executive sessions
and other meetings of the non-management and independent directors and serving as liaison and facilitating
communication between the independent directors and the Chairman. The Lead Director also provides input to the
Chairman and CEO with respect to information sent to the Board and the agendas and schedules for Board and
committee meetings. Any independent director, including the Lead Director, has the authority to call meetings of the
independent directors. If requested by major shareholders, the Lead Director is available for consultation and direct
communication. In addition, the Lead Director serves as a mentor and advisor to the Chairman and Chief Executive
Officer and assures that the Chairman and Chief Executive Officer understands the Board’s views on critical
matters. Pursuant to the Governance Guidelines, Mr. Mullin, an independent director and Chair of the Governance
Committee, has served as Lead Director of the Board since 2004.
In our view, our current leadership structure has fostered sound corporate governance practices and strong
independent Board leadership that have benefitted the Company and its shareholders.