Finance Committee

RESOLUTION OF THE BOARD OF DIRECTORS OF PG&E CORPORATION

December 16, 2015

BE IT RESOLVED that, effective immediately, a Finance Committee of this Board of Directors hereby is established to consist of at least three directors, one of whom shall be appointed by this Board of Directors 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 Finance 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 financial and investment policies, risks, and objectives of this corporation, the Utility, and their respective subsidiary companies (hereinafter referred to as "the Corporation"), including specific actions required to achieve those objectives. More specifically, the Finance Committee shall:

  1. Review the Corporation's long-term financial and investment plans and strategies, including the Corporation's investment objectives and current and projected financial results of operations;

  2. Review and make recommendations to this Board of Directors and the Board of Directors of the Utility regarding the Corporation's annual financial plans;

  3. Review and make recommendations to this Board of Directors and the Board of Directors of the Utility regarding the Corporation's dividend policy;

  4. Review Corporation's financing plans;

  5. Review and make recommendations to this Board of Directors and the Board of Directors of the Utility regarding any proposed capital project which is required to be approved by the respective Board of Directors;

  6. Review and make recommendations to this Board of Directors and the Board of Directors of the Utility with respect to any proposal by the Corporation to divest, in any manner, any asset, investment, real or personal property, or business interest if such divestiture is required to be approved by the respective Board of Directors;

  7. Review and make recommendations to the Board of Directors regarding strategic plans and initiatives, including potential investments in businesses, joint ventures, mergers, acquisitions, and other business combinations involving the Corporation;

  8. Review major commercial banking, investment banking, financial consulting, insurance, and other financial relationships of the Corporation;

  9. Discuss (a) the Corporation's major financial risk exposures associated with (i) energy commodities and derivatives, (ii) merger and acquisition transactions considered by this Committee, and (iii) selected risks that are identified in consultation with this Board of Directors, the Board of Directors of the Utility, and their respective committees, as applicable, and assigned by the Audit Committee to this Committee for discussion and oversight, including non-operational risks identified through the Corporation's enterprise risk management program, and (b) the overall steps that management has taken to monitor and control such exposures; 

  10. Advise and make recommendations to this Board of Directors, the Board of Directors of the Utility, and the board of directors of any of their respective subsidiaries with respect to the use of derivative instruments, which may include, without limitation, any election to use the Dodd-Frank Wall Street Reform and Consumer Protection Act's End-User Exception; and

  11. Report regularly to this Board of Directors and the Board of Directors of the Utility, as appropriate, on the Committee's deliberations and actions taken.

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


BE IT FURTHER RESOLVED that the resolution on this subject adopted by the Board of Directors on September 17, 2013 is hereby superseded.