Progress Energy 2010 Annual Report Download - page 223

Progress Energy Proxy Statement
A-1
Exhibit A
POLICY AND PROCEDURES WITH RESPECT TO
RELATED PERSON TRANSACTIONS
A. Policy Statement
The Company’s Board of Directors (the “Board”) recognizes that Related Person Transactions (as defined
below) can present heightened risks of conflicts of interest or improper valuation or the perception thereof.
Accordingly, the Company’s general policy is to avoid Related Person Transactions. Nevertheless, the Company
recognizes that there are situations where Related Person Transactions might be in, or might not be inconsistent
with, the best interests of the Company and its stockholders. These situations could include (but are not limited to)
situations where the Company might obtain products or services of a nature, quantity or quality, or on other terms,
that are not readily available from alternative sources or when the Company provides products or services to Related
Persons (as defined below) on an arm’s length basis on terms comparable to those provided to unrelated third
parties or on terms comparable to those provided to employees generally. The Company, therefore, has adopted the
procedures set forth below for the review, approval or ratification of Related Person Transactions.
This Policy has been approved by the Board. The Corporate Governance Committee (the “Committee”)
will review and may recommend to the Board amendments to this Policy from time to time.
B. Related Person Transactions
For the purposes of this Policy, a “Related Person Transaction” is a transaction, arrangement or relationship,
including any indebtedness or guarantee of indebtedness, (or any series of similar transactions, arrangements or
relationships) in which the Company (including any of its subsidiaries) was, is or will be a participant and the
amount involved exceeds $120,000, and in which any Related Person had, has or will have a direct or indirect
material interest.
For purposes of this Policy, a “Related Person” means:
1. any person who is, or at any time since the beginning of the Company’s last fiscal year was,
a director or executive officer (i.e. members of the Senior Management Committee and the
Controller) of the Company, Progress Energy Carolinas, Inc., or Progress Energy Florida, Inc.
or a nominee to become a director of the Company, Progress Energy Carolinas, Inc., or Progress
Energy Florida, Inc.;
2. any person who is known to be the beneficial owner of more than 5% of any class of the voting
securities of the Company or its subsidiaries;
3. any immediate family member of any of the foregoing persons, which means any child, stepchild,
parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law of the director, executive officer, nominee or more than 5%
beneficial owner, and any person (other than a tenant or employee) sharing the household of such
director, executive officer, nominee or more than 5% beneficial owner; and
4. any firm, corporation or other entity in which any of the foregoing persons is employed or is a
general partner or principal or in a similar position or in which such person has a 5% or greater
beneficial ownership interest.