I. General FocusThe Operations and Nuclear Oversight Committee (the “Committee”) shall provide assistance to the Board of Directors (the “Board”) of Duke Energy Corporation (the “Corporation”) in fulfilling its responsibilities with respect to the oversight of environmental, health and safety matters, non-nuclear regulated operations, nuclear safety, operational and financial performance as well as operational risks, long-term plans and strategies of the Corporation’s nuclear power program and non-nuclear regulated operations. This oversight role is one of review, observation, and comment and in no way alters management’s authority, responsibility, or accountability.
II. Structure and OperationsThe Committee shall be comprised of two 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.
III. MeetingsThe Committee shall meet at least four times annually or more frequently as circumstances dictate. Meetings shall rotate among the Corporation’s nuclear power stations and the Corporate headquarters; however, the Committee may adjust the rotation 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 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 any 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 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 DutiesThe 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 sole authority to retain or terminate outside counsel or other experts for this purpose, including the sole authority to approve the fees payable to such counsel or experts and any other terms of retention.
1. At each regular meeting of the Committee, review the operational performance of the Regulated Utilities and Commercial Renewables segments of the enterprise and the Corporation’s environmental, health and safety performance.
2. At each regular meeting of the Committee, receive reports on any significant events or incidents that have occurred at the Corporation’s nuclear power stations as well as on any significant external or internal oversight group reports that have been issued since the last meeting of the Committee.
3. Periodically visit each of the Corporation's operating nuclear power stations and receive reports on the station’s nuclear safety, operational and financial performance as well as on significant issues and projects.
4. Meet periodically with external (Nuclear Regulatory Commission, Institute of Nuclear Power Operations) and internal (Nuclear Safety Review Board) oversight groups.
5. At least annually, receive reports on the overall nuclear safety, operational and financial performance of the Corporation’s nuclear power program as compared with commercial nuclear power industry trends, review principal operational risks, long-term plans and strategies, and receive reports on nuclear cybersecurity.
6. At least annually, receive reports on the long-term capital, O&M and strategic plans of the Regulated & Renewable Energy, Transmission, Distribution, Natural Gas, and Commercial Renewables business units.
Reports7. Report regularly to the Board (i) following meetings of the Committee and (ii) with respect to such other matters as are relevant to the Committee’s discharge of its responsibilities; provide 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.
8. 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 modifications 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.