GOVERNANCE

Responsible corporate governance and ethical conduct are key values for CenterPoint Energy.

We believe that corporate governance – including strong ethics and compliance, as well as sustainability programs – are in the best interests of our customers and stakeholders and critical to our long-term success. Along with our diverse, engaged Board, our corporate governance and business policies and procedures help us operate effectively with accountability, integrity and transparency.

The Board has charged the Governance, Environmental and Sustainability Committee with oversight responsibility of the company’s governance and environmental matters, including those matters related to climate change. In addition, this committee assesses the company’s sustainability strategy and initiatives, including the pathways and progress towards achievement of the company’s Net Zero and carbon emissions reduction goals.

The Governance, Environmental and Sustainability Committee, the Board or both receive periodic reports from representatives of the company’s ESG Council regarding the company’s environmental and sustainability activities and risks, including risks related to climate change and to the achievement of the company’s Net Zero and carbon emissions goals, among others.

The company’s ESG Council, led by our Vice President of Environmental and Corporate Sustainability, and our Senior Vice President of Corporate Planning, Investor Relations and Treasury, includes officers and other members of management who identify, evaluate and recommend strategic direction and opportunities that promote ESG objectives aligned with the company’s strategy and goals.

The Board has charged the Audit Committee with oversight of the company’s legal ethics and compliance program. The Audit Committee receives regular reports from the Executive Vice President and General Counsel, and Senior Vice President, Deputy General Counsel, and Chief Ethics and Compliance Officer. In addition, the Board has charged the Governance, Environmental and Sustainability Committee with the responsibility of addressing and resolving any issues with respect to related-party transactions and conflicts of interests involving our executive officers, directors or other “related parties” under applicable disclosure rules of the U.S. Securities and Exchange Commission.