Safety and Nuclear Oversight Committee Charter

Pacific Gas and Electric Company Safety and Nuclear Oversight Committee Charter

As of May 22, 2025

I. Authority and Purpose

This Charter specifies the scope of the responsibilities of the Safety and Nuclear Oversight Committee (the "Committee") of the Board of Directors (the "Board") of Pacific Gas and Electric Company (the "Utility" and, together with PG&E Corporation, the “Companies” or “PG&E”) and the manner in which those responsibilities shall be performed, including its structure, processes and membership requirements.

In Decision 20-05-053, the California Public Utilities Commission (“CPUC”) required, as a condition of its approval of PG&E’s Plan of Reorganization (“POR”), that PG&E implement its proposal to create the positions of Chief Risk Officer and Chief Safety Officer reporting to a Safety and Nuclear Oversight Committee.

II. Membership

The Committee consists of at least three directors, one of whom shall be appointed by the Board as the Committee's chair.

To fulfill the Committee’s oversight role effectively, all members of the Committee are independent from PG&E’s management and possess safety expertise.  All members shall satisfy independence and qualification criteria established by the Board (as set forth in this Utility's Corporate Governance Guidelines), shall be "independent" as defined by standards established by any stock exchange on which securities of the Utility or PG&E Corporation (“Corporation”) are traded, and shall satisfy one or more of the following safety expertise criteria:

• Specific substantial expertise related to wildfire safety, wildfire prevention, and/or wildfire mitigation.
• Specific substantial expertise related to the safe operation of a natural gas distribution or transmission company.
• Specific substantial expertise related to enterprise risk management, including cybersecurity, aviation safety, and/or experience with nuclear safety.

Unless otherwise designated by the Committee, the Corporate Secretary or an Assistant Corporate Secretary, shall serve as secretary to the Committee.

III. Duties and Responsibilities

The  Committee’s responsibility is to advise and assist the Board with respect to the oversight and review of (i) policies, practices, goals, issues, risks, and compliance relating to safety (including public and workforce safety) (ii) significant operational performance and other compliance issues related to PG&E's nuclear, generation, other power generation (i.e. hydro electric), aviation, physical and cyber security , gas and electric transmission, and gas and electric distribution operations and facilities ("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, the Committee has the following responsibilities:

Safety and Risk Governance and Culture:

1. Review and discuss the results of PG&E's goals, programs, policies, and practices with respect to promoting a strong safety culture.
2. (a) Review the adequacy and direction of PG&E's corporate safety functions, including the appointment and replacement of the Chief Safety Officer  (or any officer who is similarly given direct responsibility for overseeing enterprise-wide safety matters), (b) review with the Chief Safety Officer the responsibilities, budget, and staffing of the Company’s safety function, (c) periodically review PG&E's corporate 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.
3. Advise the Corporation's People and Compensation Committee on appropriate safety and operational goals and metrics to be included in PG&E's executive compensation programs and plans.
4. Review with management, including the Chief Risk Officer, the principal risks related to PG&E'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 PG&E's programs to monitor, manage and/or mitigate such risks, including with respect to: (a) the safe and reliable operation of any Operations and Facilities (b) integrity management programs for PG&E's gas operations and facilities; and (c) asset management programs for PG&E's Operations and Facilities.
5. Review PG&E's cybersecurity policies, controls and procedures, including: (a) procedures to identify and assess internal and external cybersecurity risks, (b) controls to protect from cyberattacks, unauthorized access or other malicious acts and risks including overseeing annual employee cybersecurity training, (c) procedures to detect, respond to, mitigate negative effects from and recover from cybersecurity attacks, and (d) controls and procedures for fulfilling applicable regulatory reporting and disclosure obligations related to cybersecurity risks, costs and incidents.
6. Engage external experts as deemed necessary.

Safety Performance:

1. Review and discuss how PG&E can continue to improve its safety practices, operational performance, and implement technology to mitigate safety risk.
2. Review and provide oversight of the Utility's wildfire related activities, other natural disaster mitigation activities, and related investments.
3. Review and provide oversight over the Utility Wildfire Mitigation Plan (WMP) and powerline wildfire safety programs involving Utility-initiated outage events (e.g., operational mitigations including Public Safety Power Shutoff (PSPS), Enhanced Powerline Safety Settings (EPSS)) and related technologies, including: (a) the Utility's commitment to narrow the scope of Utility-initiated outage events, including but not limited to the deployment and utilization of sectionalizing devices, weather stations, and microgrids; and (b) the Utility's commitment to improve its execution of any necessary Utility-initiated outage events, including by reinforcing the Utility's website and call centers, improving the quality and accessibility of outage maps, strengthening coordination with government agencies, promoting customer options, improving outreach to vulnerable customers, and improving the effectiveness of the Utility's Emergency Operations Center.
4. Track progress against the Utility's Wildfire Safety Improvement Plan, as approved by the CPUC. The Committee is to report to the Board of Directors of the Utility at least quarterly, on the Utility's progress in meeting the terms of the approved Wildfire Safety Improvement Plan and if any shortfalls, how the Utility will address the shortfalls.
5. Periodically visit PG&E's nuclear and other operating facilities and receive reports on safety, operational and financial performance as well as on significant issues and projects.

Compliance with External Requirements:

1. Review the impact of significant changes in law and regulations affecting safety and operational performance, cybersecurity, and data privacy.
2. Oversee PG&E's compliance with any safety and operational metrics developed and approved by the CPUC (the Safety and Operational Metrics).
3. Review the Utility's responses to recommendations of the current oversight bodies (including the CPUC Independent Safety Monitor), and any additional or future Independent Safety Advisor or Independent Safety Monitor.
4. Report periodically to the CPUC staff on the Committee's oversight responsibilities, including, when appropriate, recommendations based on the Committee's review of the Utility's protocols, and procedures with respect to the Committee's oversight of the Utility's wildfire mitigation plan, PSPS program, and related investments, and the Utility's compliance with the Safety and Operational Metrics.

Interactions with the Board:

1. Approve candidates for executive officer positions prior to candidates being presented to the full Board for approval, as required by the POR.
2. Serve as a channel of communication between the Chief Safety Officer and the Chief Risk Officer, on the one hand, and the Board, on the other hand.
3. Meet separately with the Chief Safety Officer, Chief Security Officer, and also with the Chief Risk Officer, from time to time, at the discretion of the Chair of the Committee.
4. Report regularly (and at least semiannually) to the Board on deliberations and actions taken by the Committee, and issues considered and addressed as part of the Committee's oversight responsibilities, including, when appropriate, detailed recommendations based on the Committee's review of the Utility's expenditures, protocols, and procedures with respect to the Committee's oversight of the Utility's wildfire mitigation plan, PSPS program, and related investments, and the Utility's compliance with the Safety and Operational Metrics.

IV. Reports

To facilitate the Committee’s oversight role, the Committee will receive periodic reports from the Chief Safety Officer and the Chief Risk Officer.

The Chief Safety Officer will provide reports to the Safety and Nuclear Oversight Committee, including reports related to PG&E's overall workforce safety performance; implementation, and health of PG&E’s Safety Excellence Management System (PSEMS) and safety culture; and reports on such other topics as may be requested by the Committee.

The Chief Risk Officer will provide reports to the Committee, including regular reports regarding PG&E's top safety and operational risks and the effectiveness of PG&E’s programs to manage and mitigate such risks, and reports on such other topics as may be requested by the Committee.

The Utility's Chief Ethics and Compliance Officer shall regularly provide reports to the Committee regarding activities relating to establishment of and performance on compliance and ethics metrics related to PG&E's Operations and Facilities.

The Committee also may request reports from any member of senior management of PG&E, 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.

V. Committee Resources

To fulfill its oversight role effectively, it may be helpful for the Committee to seek the advice of external consultants and advisors. The Committee can choose to retain or utilize, at the Utility's expense, the services of such firms or persons, including independent counsel, third-party safety and utility operations experts, or other advisors, as the Committee deems necessary or desirable to assist it in exercising its duties and responsibilities and to provide analysis and assist the Committee with its oversight obligations. The Committee can also choose to meet with external safety observers, external experts or court-appointed monitors, when established, independently of management in the execution of its duties.

The Committee may request and receive from the Board 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 the Board.

VI. Meetings and Other Duties

The Committee is empowered to act independently of other committees of the Board and is not subject to direction or limitation by any other committee of the Board, subject to applicable legal restrictions and stock exchange standards.

Meetings:

The Committee will meet at least six times per year. Such meetings will include at least semiannual joint meetings with the Corporation's Safety and Nuclear Oversight Committee, the Utility's Audit Committee, and the Corporation's Audit Committee to discuss PG&E's compliance program and any other topics agreed upon by those committees.

The Committee will fix its own time and place of meetings and prescribe its own rules of procedure.

Subcommittees:

The Committee is authorized to establish, and may delegate any of its responsibilities to, one or more subcommittees vested with any authority held by the Committee, so long as such subcommittee is comprised solely of one or members of the Committee. The Committee may establish appropriate charters and procedures for operation of any such subcommittee.

Performance Assessment:

The Committee will conduct an annual performance evaluation of the Committee and review and reassess the adequacy of this Charter of the Committee at least annually.