The Board of Directors has the six standing committees described below:
- Audit Committee Overview
The Audit Committee considers risks and matters related to financial reporting, internal controls and compliance. As part of those responsibilities, the Audit Committee selects and retains a firm of independent public accountants to conduct audits of the accounts of Duke Energy and its subsidiaries. It also reviews with the independent public accountants the scope and results of their audits, as well as the accounting procedures, internal controls, and accounting and financial reporting policies and practices of Duke Energy and its subsidiaries, and makes reports and recommendations to the Board of Directors as it deems appropriate. The Audit Committee is responsible for approving all audit and permissible non-audit services provided to Duke Energy by its independent public accountants. Pursuant to this responsibility, the Audit Committee adopted the policy on Engaging the Independent Auditor for Services, which provides that the Audit Committee will establish detailed services and related fee levels that may be provided by the independent public accountants and review such policy annually. See page 34 of the 2015 proxy statement for additional information on the Audit Committee’s pre-approval policy.
The Board of Directors has determined that Mr. Saladrigas and Mr. Hance are “audit committee financial experts” as such term is defined in Item 407(d)(5)(ii) of Regulation S-K.
This committee met 9 times in 2014. Currently, the Audit Committee is comprised of Carlos A. Saladrigas (Chair), Michael J. Angelakis, Michael G. Browning, James H. Hance, Jr., James B. Hyler, Jr. and E. Marie McKee. Each of these members has been determined to be “independent” within the meaning of the NYSE’s listing standards, Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Company’s Standards for Assessing Director Independence. In addition, each of these members meets the financial literacy requirements for audit committee membership under the NYSE’s rules and the rules and regulations of the SEC.
- Compensation Committee Overview
The Compensation Committee establishes and reviews the overall compensation philosophy, confirms that our policies and philosophy do not encourage excess or inappropriate risk-taking by our employees, reviews and approves the salaries and other compensation of certain employees, including all executive officers of Duke Energy, reviews and approves compensatory agreements with executive officers, approves equity grants and reviews the effectiveness of, and approves changes to, compensation programs. This committee also makes recommendations to the Board of Directors on compensation for independent directors.
This committee met 8 times in 2014. Currently, the Compensation Committee members are E. Marie McKee (Chair), Ann M. Gray, James H. Hance, Jr. and Carlos A. Saladrigas. Each of these members of the Compensation Committee are considered to be “independent” within the meaning of the NYSE’s listing standards, Rule 10C-1(b) of the Exchange Act, and the Company’s Standards for Assessing Director Independence; to be “outside directors” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”); and to be “non-employee directors” within the meaning of Rule 16b-3 of the Exchange Act.
- Corporate Governance Committee Overview
The Corporate Governance Committee considers risks and matters related to corporate governance and formulates and periodically revises governance principles. It recommends the size and composition of the Board of Directors and its committees and recommends potential successors to the Chief Executive Officer. This committee also recommends to the Board of Directors the slate of nominees, including any nominees recommended by shareholders, for director for each year’s annual meeting and, when vacancies occur, names of individuals who would make suitable directors of Duke Energy. This committee may engage an external search firm or a third party to identify or evaluate or to assist in identifying or evaluating a potential nominee. The committee also performs an annual evaluation of the performance of the Chief Executive Officer with input from the full Board of Directors. The Committee also assists the Board in its annual determination of director independence and review of any related person transactions.
This committee met 7 times in 2014. Currently, the Corporate Governance Committee members are Ann M. Gray (Chair), Michael G. Browning, Harris E. DeLoach, Jr., Daniel R. DiMicco, William E. Kennard and E. Marie McKee. Each of these members has been determined to be “independent” within the meaning of the NYSE’s listing standards and the Company’s Standards for Assessing Director Independence.
- Finance and Risk Management Committee Overview
The Finance and Risk Management Committee is primarily responsible for the oversight of financial risk and enterprise level risk assessment at the Company. This oversight function includes reviews of Duke Energy’s financial and fiscal affairs and makes recommendations to the Board of Directors regarding dividends, financing and fiscal policies, and significant transactions. It reviews the financial exposure of Duke Energy, as well as mitigating strategies, reviews Duke Energy’s risk exposure as related to overall company portfolio and impact on earnings, and reviews the financial impacts of major projects as well as capital expenditures.
This committee met 5 times in 2014. Currently, the Finance and Risk Management Committee is comprised of James H. Hance, Jr. (Chair), Michael J. Angelakis, Michael G. Browning, John H. Forsgren, Ann M. Gray, James B. Hyler, Jr. and William E. Kennard.
- Nuclear Oversight Committee Overview
The Nuclear Oversight Committee provides oversight of the nuclear safety, operational performance, and long-term plans and strategies of Duke Energy’s nuclear power program. The oversight role is one of review, observation and comment and in no way alters management’s authority, responsibility or accountability. At least annually, the Nuclear Oversight Committee visits each of Duke Energy's operating nuclear power stations and reviews the station's nuclear safety, operational and financial performance.
This committee met 6 times in 2014. Currently, the Nuclear Oversight Committee members are James T. Rhodes (Chair), Harris E. DeLoach, Jr., Daniel R. DiMicco, John H. Forsgren, John T. Herron and Richard A. Meserve.
- Regulatory Policy and Operations Committee
The Regulatory Policy and Operations Committee provides oversight for regulatory and legislative strategy impacting utility operations in each jurisdiction. The Committee also has oversight over environmental, health and safety issues and the risks related to such issues, including Duke Energy's ash management strategy, as well as the public policies and practices of Duke Energy. This includes reviewing Duke Energy’s regulatory approach to strategic initiatives, the operational performance of Duke Energy’s utilities with regard to energy supply, delivery, fuel procurement and transportation and making visits to Duke Energy's generation facilities. The Committee is also responsible for oversight of Duke Energy’s environmental, health and safety goals and policies as well as its policies and practices with respect to its political activities and community affairs. Additionally, the Committee has the responsibility to ensure that Duke Energy maintains a constructive and transparent working relationship with its utility commissions.
This committee met 12 times in 2014. Currently, the Regulatory Policy and Operations Committee members are James B. Hyler, Jr. (Chair), John T. Herron, William E. Kennard, Richard A. Meserve, James T. Rhodes, and Carlos A. Saladrigas.
Each committee operates under a written charter adopted by the Board of Directors.