|Purpose||To provide oversight and review of the Company's safety and regulatory compliance, nuclear facilities and the nuclear power program, focusing on operational and financial performance.
|Membership & Authority||
- The Committee shall be composed of three or more directors as determined by the Board of Directors. Committee members are appointed for one-year terms and can be re-appointed for additional terms.
- The Committee has the authority to perform the duties listed in this Charter, as it determines to be necessary and advisable from time to time in its business judgment.
- The Committee shall meet as necessary, but no fewer than four times per year. The Committee shall keep minutes or other records of its meetings.
- The Committee has the authority to retain independent outside professional advisors or experts as it deems advisable or necessary, including the sole authority to retain and terminate any such advisors or experts, to carry out its duties. The Committee shall have sole authority to approve related fees and retention terms.
|Responsibilities & Duties||
- Review the financial, operational, business and safety performance at the Company's nuclear facilities, including any plans for additional nuclear stations or units.
- Review succession and talent planning for the Company's nuclear program.
- Review the policies, procedures and practices related to health and safety, potential risks, resources and compliance at the Company's nuclear facilities.
- Review the impact of changes in regulation on the Company's nuclear facilities, including issues and trends in the nuclear area.
- Receive reports of inspections and evaluations by external nuclear oversight groups, such as the Nuclear Regulatory Commission and the Institute of Nuclear Power Operations, receive other reports on events and incidents at the nuclear facilities, and review and assess management responses to those reports. Committee members may from time to time attend Nuclear Safety Review Group (NSRG) meetings and may report to the Board on matters relating to NSRG meetings as appropriate.
- Review other matters that may be delegated to the Committee by the Board.
- Make reports to the Board of Directors and keep the Board informed of matters that come before the Committee as the Committee believes necessary and appropriate. Advise the Board of any developments that the Committee believes should have Board consideration.
- Annually conduct a performance evaluation of itself and report results to the Board.
- Review and reassess the adequacy of the charter annually and recommend any proposed changes to the Corporate Governance Committee.