Nuclear, Operations, and Safety Committee

RESOLUTION OF THE BOARD OF DIRECTORS OF PG&E CORPORATION

May 31, 2017

BE IT RESOLVED that the Board of Directors hereby establishes a Nuclear, Operations, and Safety Committee of this Board, to consist of at least three directors, one of whom shall be appointed as the Committee's chair, and all of whom shall satisfy independence and qualification criteria established by this Board of Directors, as set forth in this corporation's Corporate Governance Guidelines; and


BE IT FURTHER RESOLVED that the basic responsibility of the Nuclear, Operations, and Safety Committee shall be to advise and assist this Board and the Board of Directors of Pacific Gas and Electric Company (the "Utility") with respect to the oversight and review of (i) significant safety (including public and employee safety), operational performance, 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"), and (ii) 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 Nuclear, Operations, and Safety 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 the corporation's enterprise risk management program and that are selected in consultation with this Board of Directors, the Board of Directors of the Utility, and their respective committees, as applicable), and assess the effectiveness of the Utility's program to manage or mitigate such risks, including with respect to:

    1. the safe and reliable operation of any nuclear facilities owned by the Utility;

    2. integrity management programs for the Utility's gas operations and facilities; and

    3. 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 Compensation Committee on appropriate safety and operational goals to be included in executive compensation programs and plans.

  7. At least annually, meet jointly with the Audit Committee, the Utility's Audit Committee, and the Compliance and Public Policy Committee to discuss the corporation's compliance program.

  8. (a) Review the adequacy and direction of the corporate safety function, including the appointment and replacement of the chief safety officer of this corporation or the Utility (together, the "Companies") (or any officer who is similarly given direct responsibility for overseeing enterprise-wide safety matters at this corporation or the Utility) (the "Chief Safety Officer"), (b) review with the Chief Safety Officer the responsibilities, budget, and staffing of the corporate safety function, (c) periodically review the corporate safety and health functions, goals, and objectives represented in the Companies' 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 the respective Boards of Directors of this corporation and the Utility.

  10. Meet separately with the Chief Safety Officer from time to time, at the discretion of the Chair of the Nuclear, Operations, and Safety Committee.

  11. Report regularly to the Boards of Directors on the Committee's deliberations and actions taken.


BE IT FURTHER RESOLVED that the members of the Nuclear, Operations, and Safety 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 Nuclear, Operations, and Safety Committee regarding (1) the status of the Companies' policies, practices, standards, goals, issues, risks, and compliance relating to safety, (2) activities relating to creation and instillation of safety culture at the Companies, (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 Nuclear, Operations, and Safety 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 corporation's Articles of Incorporation and Bylaws, prescribe its own rules of procedure; and


BE IT FURTHER RESOLVED that the Nuclear, Operations, and Safety Committee shall have the right to retain or utilize, at this corporation's expense, the services of such firms or persons as the Committee deems necessary or desirable to assist it in exercising its duties and responsibilities; and


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


BE IT FURTHER RESOLVED that the resolution on this subject adopted by this Board on June 17, 2015 is hereby superseded.