©2026 Pacific Gas and Electric Company
PG&E Corporation Finance and Innovation Committee Charter
As of September 18, 2025
I. Authority and Purpose
This Charter specifies the scope of the responsibilities of the Finance and Innovation Committee (“Committee”) of the Board of Directors (“Board”) of PG&E Corporation (“Corporation”) and the manner in which those responsibilities shall be performed, including its structure, processes and membership requirements.
II. Membership
The Committee will consist of at least three directors, appointed by the Board and serving at the pleasure of the Board and, as may be authorized from time to time, the Board of Directors of Pacific Gas and Electric Company (“Utility Board”). One member will be appointed by the Board as the Committee’s chair, and all members will satisfy independence and qualification criteria established by the Board, as set forth in the Corporation’s Corporate Governance Guidelines. Any directors appointed to the Committee from the Utility Board are understood to be simultaneously serving in their capacity as members of such Board of Directors.
III. Duties and Responsibilities
The Committee’s responsibilities will include providing advice, assistance, and recommendations to the Board and the Utility Board with respect to:
- The financial and investment policies, risks, and objectives of the Corporation, the Utility, and their respective subsidiary companies (hereinafter referred to as “the Companies”). Emphasis is placed on (a) issues that are long-term in nature and (b) specific actions required to achieve financial objectives.
- Technologies and innovations deployed or contemplated to be deployed by the Companies.
More specifically, the Committee shall:
Finance Matters
- Review the Companies’ long-term financial and investment plans and strategies, including the Companies’ investment objectives and current and projected results of operations.
- Review major commercial banking, investment banking, financial consulting, insurance, and other financial relationships of the Companies.
- Review, and make recommendations for approval to the Corporation and Utility Boards, including:
- The Companies’ annual financial plan
- The Companies’ dividend policy
- Any proposed capital and expense projects and strategic programs that require approval by the respective Board of Directors
- Any proposal by the Companies 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
- Any potential investments in businesses, joint ventures, mergers, acquisitions, and other business combinations involving the Companies
- Discuss the Companies’ major financial risk exposure, and steps taken to monitor and control such risks, 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 the Board, the Utility Board, 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 Companies’ enterprise risk management program.
- Advise and make recommendations to the Companies’ Boards 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.
Innovation Matters
- Review management, Committee member, and/or third-party presentations regarding significant emerging and competing technologies relevant to the Companies, the Companies’ industry and adjacent industries.
- Review the Companies’ strategic direction and planning for technology and innovation, including the financial, strategic, customer- and community- related risks and benefits, along with the impact that proposed significant technology-related projects and initiatives will have on employees
- Review the risks and opportunities of new technology in which the Companies are investing.
- Monitor overall trends in the deployment of technologies in the utility industry.
General Matters
- Review the Companies’ procurement policies and practices, as required to be reported to the California Public Utilities Commission and other government agencies.
- Report regularly to the Board and the Utility Board, as appropriate, on the Committee’s deliberations and actions taken.
IV. Resources
The Committee will have the right to request, and receive, from the Board reasonable resources to assist it in exercising its duties and responsibilities.
The Committee shall have the right to retain or utilize, at the Corporation’s expense, the services of such firms or persons, including independent counsel, third-party 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.
V. Meetings and Other Duties
The Committee will fix its own time and place of meetings and will prescribe its own rules of procedure.
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 more members of the Committee. The Committee may establish appropriate charters and procedures for the operation of any such subcommittee.
The Committee shall conduct an annual performance evaluation of the Committee and review and reassess the adequacy of this Charter of the Committee at least annually.
Unless otherwise designated by the Committee, the Corporate Secretary of the Corporation, or an Assistant Corporate Secretary, shall serve as secretary to the Committee.