Regulatory Policy and Operations Committee
CHARTER OF THE
REGULATORY POLICY AND OPERATIONS COMMITTEE
OF THE BOARD OF DIRECTORS
DUKE ENERGY CORPORATION
Amended and Restated as of February 25, 2016)
I. General Focus
The Regulatory Policy and Operations Committee (the "Committee") shall provide assistance to the Board of Directors ("Board") of Duke Energy Corporation (the "Corporation") in fulfilling its responsibilities with respect to its oversight of the Corporation's environmental, health and safety matters and non-nuclear regulated operations, including strategy, public policy positions, and operational risk.
II. Structure and Operations
The Committee shall be comprised of three or more members of the Board.
Each member of the Committee shall be appointed by the Board and shall serve until such member's successor is duly elected and qualified or until such member's earlier resignation or removal. The members of the Committee may be removed, with or without cause, by majority vote of the Board.
The Board shall elect the Chair of the Committee. The Chair will approve the agendas for Committee meetings.
The Committee shall meet at least three times annually or more frequently as circumstances dictate. The Chair of the Committee or a majority of the members of the Committee may call a special meeting of the Committee.
All non-management directors who are not members of the Committee may attend meetings of the Committee, but may not vote. Additionally, the Committee may invite to its meetings any director, member(s) of management of the Corporation and such other persons as it deems appropriate in order to carry out its responsibilities. The Committee may also exclude from its meetings any person it deems appropriate in order to carry out its responsibilities.
A majority of the Committee members, but not less than two, will constitute a quorum. A majority of the Committee members present at any Committee meeting at which a quorum is present may act on behalf of the Committee. The Committee may meet by telephone or videoconference and may take action by unanimous written consent.
The Committee shall appoint a person, who need not be a Committee member, to act as secretary, and minutes of the Committee's proceedings shall be kept in minute books provided for that purpose. The agenda of each Committee meeting will be prepared by the secretary and, whenever reasonably practicable, circulated to each Committee member prior to each meeting.
IV. Responsibilities and Duties
The following functions shall be the common recurring activities of the Committee in carrying out its responsibilities outlined in Section I of this Charter. These functions should serve as a guide with the understanding that the Committee may carry out additional functions and adopt additional policies and procedures as may be appropriate in light of changing business, legislative, regulatory, legal or other conditions. The Committee shall also carry out any other responsibilities and duties delegated to it by the Board from time to time related to the purposes of the Committee outlined in Section I of this Charter.
The Committee, in discharging its oversight role, is empowered to study or investigate any matter of interest or concern that the Committee deems appropriate and shall have the authority to retain outside counsel or other experts for this purpose, including the authority to approve the fees payable to such counsel or experts and any other terms of retention.
- Review the significant state and federal regulatory and legislative activities and strategic initiatives involving the segment of the enterprise identified as the Regulated Utilities segment.
- Review the Regulated Utilities segment's operational performance and strategies.
- Review the Regulated Utilities' segment's major capital projects for consistency with resource planning strategies, compliance with regulatory requirements, and prudent project performance.
- Review the Corporation's environmental, health and safety goals, objectives and compliance status and public policy developments as compared with industry trends and best practices.
- Review with management the principal operational risks, such as regulatory and environmental, health and safety risks.
- Report regularly to the Board (i) following meetings of the Committee, (ii) with respect to such other matters as are relevant to the Committee's discharge of its responsibilities, and (iii) with respect to such recommendations as the Committee may deem appropriate. The report to the Board may take the form of an oral report by the Chair or any other member of the Committee designated by the Committee to make such report.
- Maintain minutes or other records of meetings and activities of the Committee.
V. Annual Performance Evaluation
The Committee shall have oversight to perform a review and evaluation, at least annually, of the performance of the Committee and its members, including a review of the compliance of the Committee with this Charter. In addition, the Committee shall review and reassess, at least annually, the adequacy of this Charter and recommend to the Board any improvements to this Charter that the Committee considers necessary or valuable. The Committee shall conduct such evaluations and reviews in such manner as it deems appropriate.