Safety and Nuclear Oversight Committee

RESOLUTION OF THE BOARD OF DIRECTORS OF PACIFIC GAS AND ELECTRIC COMPANY
September 19, 2017



WHEREAS, in connection with the settlement resolving the consolidated shareholder derivative litigation seeking recovery on behalf of PG&E Corporation and Pacific Gas and Electric Company (the “Utility”) (together, the “Companies”) for alleged breaches of fiduciary duty by certain current and former officers and directors of the Companies, the Companies agreed to implement certain corporate governance therapeutics, including therapeutics relating to establishment of safety oversight committees of the Companies’ respective Boards of Directors;


NOW, THEREFORE, BE IT RESOLVED that this Board of Directors hereby establishes a Safety and Nuclear Oversight Committee, to consist of at least three directors, one of whom shall be appointed as the Committee’s chair; and


BE IT FURTHER RESOLVED that all members of the Safety and Nuclear Oversight Committee shall satisfy independence and qualification criteria established by this Board of Directors, as set forth in this company’s Corporate Governance Guidelines, and shall be “independent” as defined by standards established by any stock exchange on which securities of this company or its parent, PG&E Corporation (the “Corporation”), are traded; and


BE IT FURTHER RESOLVED that the basic responsibility of the Safety and Nuclear Oversight Committee shall be to advise and assist this Board of Directors with respect to the oversight and review of (i) policies, practices, goals, issues, risks, and compliance relating to safety (including public and employee safety), and compliance issues related to the Utility’s nuclear, generation, gas and electric transmission, and gas and electric distribution operations and facilities (“Operations and Facilities”), (ii) significant operational performance and other compliance issues related to such Operations and Facilities, and (iii) risk management policies and practices related to such Operations and Facilities. This role is one of oversight and in no way alters management’s authority, responsibility, or accountability. More specifically, with respect to such Operations and Facilities, the Safety and Nuclear Oversight Committee shall, among other things:


  1. Review significant policies and issues related to safety, operational performance, and compliance.
  2. Review with management the principal risks related to or arising out of the Utility’s Operations and Facilities (including risks that are identified through PG&E’s enterprise risk management program and that are selected in consultation with this Board of Directors and its committees, as applicable), and assess the effectiveness of the Utility’s programs to manage or mitigate such risks, including with respect to:
    • the safe and reliable operation of any nuclear facilities owned by the Utility;
    • integrity management programs for the Utility’s gas operations and facilities; and
    • asset management programs for the Utility’s electric operations and facilities.
  3. Review and discuss how the Utility can continue to improve its safety practices and operational performance.
  4. Review and discuss the results of the Utility’s goals, programs, policies, and practices with respect to promoting a strong safety culture.
  5. Review the impact of significant changes in law and regulations affecting safety and operational performance.
  6. Advise the Corporation’s Compensation Committee on appropriate safety and operational goals to be included in PG&E’s executive compensation programs and plans.
  7. Meet at least six times per year. Such meetings shall include at least semiannual joint meetings with the Corporation’s Safety and Nuclear Oversight Committee, the Utility’s Audit Committee, the Corporation’s Audit Committee, and the Corporation’s Compliance and Public Policy Committee to discuss PG&E’s compliance program and any other topics agreed upon by those committees.
  8. (a) Review the adequacy and direction of the Utility’s corporate safety function, including the appointment and replacement of any chief safety officer of the Utility (or any officer who is similarly given direct responsibility for overseeing enterprise-wide safety matters at the Utility) (the “Chief Safety Officer”), (b) review with the Chief Safety Officer the responsibilities, budget, and staffing of the Utility’s safety function, (c) periodically review the Utility’s safety and health functions, goals, and objectives represented in PG&E’s five-year planning process, and (d) periodically review reports provided to management by the Chief Safety Officer.
  9. Serve as a channel of communication between the Chief Safety Officer and this Board of Directors.
  10. Meet separately with the Chief Safety Officer from time to time, at the discretion of the Chair of the Committee.
  11. Report regularly (and at least semiannually) to this Board of Directors on deliberations and actions taken by the Committee, and issues considered and addressed as part of the Committee’s oversight responsibilities.

 

BE IT FURTHER RESOLVED that the members of the Safety and Nuclear Oversight Committee shall periodically visit the Utility’s nuclear and other operating facilities; and


BE IT FURTHER RESOLVED that the Chief Safety Officer shall regularly provide reports to the Safety and Nuclear Oversight Committee regarding (1) the status of the Utility’s policies, practices, standards, goals, issues, risks, and compliance relating to safety, (2) activities relating to creation and instillation of safety culture at the Utility, (3) activities relating to establishment of and performance on safety metrics, and (4) such other topics as may be requested by the Committee; and


BE IT FURTHER RESOLVED that the Utility’s Chief Ethics and Compliance Officer shall regularly provide reports to the Safety and Nuclear Oversight Committee regarding activities relating to establishment of and performance on compliance and ethics metrics related to the Utility’s Operations and Facilities; and


BE IT FURTHER RESOLVED that the Safety and Nuclear Oversight Committee also may request reports from any member of senior management of the Utility, that such reports shall be provided within a reasonable time of the request, and that any dispute or unreasonable delay with respect to such a request shall be documented in the Committee’s minutes; and


BE IT FURTHER RESOLVED that the Safety and Nuclear Oversight Committee shall be empowered to act independently of other committees of this Board of Directors and shall not be subject to direction or limitation by any other committee of this Board, subject to applicable legal restrictions and stock exchange standards; and


BE IT FURTHER RESOLVED that the Safety and Nuclear Oversight Committee shall fix its own time and place of meetings and shall, by a majority vote of its members, and subject to the California Corporations Code and this company’s Articles of Incorporation and Bylaws, prescribe its own rules of procedure; and


BE IT FURTHER RESOLVED that the Safety and Nuclear Oversight Committee shall have the right to retain or utilize, at this company’s expense, the services of such firms or persons, including independent counsel or other advisors, as the Committee deems necessary or desirable to assist it in exercising its duties and responsibilities; and


BE IT FURTHER RESOLVED that the Safety and Nuclear Oversight Committee shall have the right to request and receive from this Board of Directors reasonable resources to assist it in exercising its duties and responsibilities, and that such requests, and any failure to provide such requested resources, shall be documented and explained in the minutes of the Committee and this Board; and


BE IT FURTHER RESOLVED that, unless otherwise designated by the Committee, the Corporate Secretary of this company, or an Assistant Corporate Secretary, shall serve as secretary to the Safety and Nuclear Oversight Committee.