Board Committees
Our President and Chief Executive Officer, Jason P. Wells, serves as a member of our Board but does not serve as a member of any of its standing committees.
Our Board meets throughout the year with each of the Board committees typically meeting at least four times during the year. In 2023, our Board met nine times. Directors are expected to attend annual meetings of shareholders. The Board of Directors routinely meets in executive sessions without members of management present.
The Board’s standing committees help the Board carry out its responsibility for risk oversight by focusing on the following specific key areas of risk:
| Board Committee | Risk Oversight Responsibilities |
|---|---|
| Audit | Accounting and financial matters, including compliance with legal and regulatory requirements, financial reporting and internal controls systems, review of company’s enterprise risk management process, cybersecurity and the company's political contributions |
| Compensation | Compensation policies and practices; human capital management and management succession planning |
| Governance, Environmental and Sustainability | Corporate governance, including Board composition and structure, environmental matters, including those related to climate change and significant environmental hazards, and sustainability, including our Net Zero and carbon emissions reduction goals |
| Safety & Operations | Safety, including significant safety incidents or events; utility operations, including emergency preparedness and response; significant inquiries by regulatory agencies and oversight groups |
The Board of Directors appoints committees of its members to help carry out its responsibilities. Currently, standing committees of the Board are the following:
Board Committee Composition
As of April 26, 2024
| Board Member | Audit | Compensation |
Governance, Environmental |
Safety & |
|---|---|---|---|---|
| Wendy M. Cloonan | – | Member | Chair | – |
| Earl M. Cummings | Member | – | – | Member |
| Barbara J. Duganier | Chair | – | Member | – |
| Christopher H. Franklin | Member | – | Member | Chair |
| Thaddeus J. Malik | – | Member | Member | Member |
| Raquelle W. Lewis | Member | Member | – | – |
| Theodore F. Pound | – | Chair | Member | – |
| Ricky A. Raven | Member | – | – | Member |
| Phillip R. Smith* | – | – | – | – |
| Barry T. Smitherman | – | Member | – | Member |
| Number of meetings held in 2023 | 7 | 5 | 5 | —** |
*Independent Chair of the Board
**Safety & Operations Committee was formed in April of 2024