Pacific Gas and Electric Company Audit Committee Charter
As of May 20, 2021
I. Authority and Purpose
This Charter specifies the scope of the responsibilities of the Audit Committee (the "Committee") of the Board of Directors (the "Board") of Pacific Gas and Electric Company (the "Utility") and the manner in which those responsibilities shall be performed, including its structure, processes, and membership requirements.
The Committee shall consist of at least three directors, appointed by the Board and serving at the pleasure of the Board, one of whom shall be appointed by the Board as the Committee's chair.
All members of the Committee shall satisfy independence and qualification criteria established by any stock exchange on which securities of the Utility or PG&E Corporation are listed and the Securities and Exchange Commission (the "SEC"), as in effect from time to time, including the requirement that each member of the Committee shall be independent. Further, the Board must affirmatively determine whether the members are "independent" with reference to any appropriate general categorical or other standards established by the Board as may be set forth in the Utility's Corporate Governance Guidelines.
In accordance with the rules of the SEC, as in effect from time to time, at least one member shall qualify as an "audit committee financial expert" as defined by the SEC and determined by the Board, and each other member shall be financially literate (or become financially literate within a reasonable amount of time after appointment).
Any member of the Committee must inform the Board if he or she serves on the audit committee of three or more public companies (other than the Utility and its parent and subsidiaries) and the Board must affirmatively determine that such service does not impair the ability of such member to serve effectively on the Committee in order for that member to continue serving on the Committee.
III. Duties and Responsibilities
The purpose and responsibilities of the Committee include advising and assisting the Board in fulfilling its responsibilities for the Utility in connection with monitoring and overseeing (1)the integrity of the Utility's financial statements, (2)financial and accounting practices, and internal controls over financial reporting, (3)performance of external and internal auditors, (4)independence and qualification of the independent auditors, (5)compliance with legal and regulatory requirements (including U.S. federal securities laws), and (6) legal compliance and business ethics. The Committee shall oversee these areas for the Utility and all of its controlled subsidiaries and affiliates, and, to the extent practicable and desirable, for any of the Utility's subsidiaries and affiliates that it does not control. The management of the Utility is responsible for the preparation and integrity of the Utility's financial statements and day-to-day compliance with applicable laws, regulations, and Utility policies.
More specifically, the Committee shall:
Audit, Financial Statement and Disclosure Matters
- Be directly responsible for the appointment, replacement, compensation, and oversight of the work of the independent auditors, subject to the Board's authority to submit the appointment to shareholders for ratification; and (b) review and approve the scope of the independent audit, including the terms of engagement of the independent auditors. The independent auditors shall report directly to the Committee.
- Review and evaluate, at least annually, the independence, qualifications, and performance of the independent auditors, including (a) reviewing and discussing with the independent auditors the written disclosures and statements from the independent auditors required by applicable requirements of the Public Company Accounting Oversight Board (the "PCAOB") and Rule 2-07 of Regulation S-X promulgated by the SEC delineating all relationships between the independent auditors and the Utility, including any disclosed relationships or services that may impact their objectivity and independence, (b) reviewing, at least annually, the independent auditors' reports regarding its internal quality control procedures, including any material issues raised by internal quality control or peer reviews or by inquiries or investigations by governmental or professional authorities during the past five years with respect to independent audits performed by the independent auditors, as well as any steps taken to address such issues, (c) reviewing and evaluating the lead partner of the independent auditors, and (d) assuring regular rotation of the lead audit partner as required by law. As part of this oversight of the independent auditor, the Committee shall require that the independent auditor inform the Committee and the Utility immediately if it becomes aware that the firm's audit of the Utility is being reviewed as part of the PCAOB's inspection of the independent auditor.
- Present to the Board the results of such evaluation of the independent auditors regarding independence, qualifications, and performance and any action that the Committee deems appropriate based on the evaluation, including considering whether, in order to assure continuing auditor independence, there should be regular rotation of the audit firm itself. In making its evaluation, the Committee should take into account the opinions of management and the Utility's internal auditors.
- Pre approve any audit and non audit services to be performed by the independent auditors, and delegate to one or more independent members of the Committee the authority to pre approve audit and non audit services provided by the independent auditors, provided that any such pre approvals must be presented to the full Committee at the next regularly scheduled Committee meeting.
- Set clear hiring policies with respect to employees or former employees of the independent auditors, taking into account the pressures that may exist for auditors consciously or subconsciously seeking a job with the Utility.
- Review the adequacy and direction of the internal audit function, including the appointment and replacement of the senior internal auditor; (b) review with the independent auditors the responsibilities, budget, and staffing of the Utility's internal audit function; (c) periodically review the Utility's internal audit charter; and (d) periodically review reports provided to management by the senior internal auditor.
- Review major issues as to the design, implementation, and adequacy of the internal controls of the Utility and its subsidiaries and affiliates and any special audit steps adopted in light of material control deficiencies (in consultation with the independent auditors and the senior internal auditor).
- Review and discuss with management and the independent auditors the Utility's internal controls report and the independent auditors' attestation report, prior to the filing of the Utility's annual report on Form 10 K.
- Review and discuss with management and the independent auditors, prior to issuance, the audited consolidated annual and interim financial statements of the Utility and its parent and subsidiaries (the "Financial Statements"), including reviewing the Utility's specific disclosures under "Management's Discussion and Analysis of Financial Condition and Results of Operations."
- Review and discuss with management and the independent auditors (a) any major issues regarding accounting principles and financial statement presentations, including any significant changes in the Utility's selection or application of accounting principles, (b) analyses prepared by management and/or the independent auditors setting forth significant financial reporting issues and judgments made in connection with the preparation of the Financial Statements, including analyses as to the effects of alternative Generally Accepted Accounting Principles ("GAAP") methods on the Financial Statements, and (c) the effect of off balance sheet structures on the Financial Statements.
- Review and discuss with the independent auditors matters required to be discussed under the standards of the PCAOB, as may be modified or supplemented, including any audit problems or difficulties encountered in the course of the audit work, any restrictions on the scope of activities or access to requested information, and any significant disagreements between management and the independent auditors that arose in connection with the preparation of the Financial Statements, and management's response to any audit problems or difficulties. Such discussion may include (a) any accounting adjustments that were noted or proposed by the independent auditors but were "passed" (as immaterial or otherwise), (b) matters that are difficult or contentious for which the auditor consulted outside the engagement team, and (c) any "management" or "internal control" letter issued, or proposed to be issued, by the independent auditors to the Utility.
- Receive and discuss, prior to the Utility's filing of an audit report with the SEC, (a) the independent auditors' report on all critical accounting policies and practices to be used, (b) the independent auditors' report on all alternative treatments within GAAP for policies and practices related to material items that have been discussed with management, including ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditors, and (c) other material written communications between the independent auditors and management.
- Review disclosures made by the principal executive officer and the principal financial officer in connection with the officer certifications required for the Utility's annual report on Form 10 K and the quarterly reports on Form 10 Q regarding all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Utility's ability to record, process, summarize, and report financial information, or any fraud that involves management or other employees who have a significant role in the Utility's internal control over financial reporting.
- Based on its review and discussion with the independent auditors and management, recommend to the Board of Directors that the audited financial statements be included in the Utility's annual report on Form 10 K.
- Review and oversee related party transactions involving the Utility, defined as those transactions required to be disclosed under Items 404(a) and 404(b) of SEC Regulation S K and applicable rules and regulations of the stock exchanges; and (b) discuss with the independent auditors their evaluation of the Utility's identification of, accounting for, and disclosure of its relationships with related parties as set forth under applicable standards of the PCAOB.
- Receive reports from attorneys (including the chief legal officer) that represent or have represented the Utility, about certain information regarding credible evidence of material violations of securities law or material breach of fiduciary duty to the Utility, by the Utility or its agents.
- Establish and oversee procedures for (a) the receipt, retention, and treatment of complaints received by the Utility regarding accounting, internal accounting controls, or auditing matters; and (b) the confidential, anonymous submission by employees of the Utility of concerns regarding questionable accounting or auditing matters.
- As appropriate, request from the independent auditors the information regarding whether Section 10A(b) of the Securities Exchange Act of 1934, as amended, has not been implicated.
- Prepare the Committee's report that is filed with the Utility's annual proxy statement.
- Review legal and regulatory matters that may have a material impact on the Financial Statements, including the effect of regulatory and accounting initiatives.
- Discuss the types of information to be disclosed and the types of presentation to be made in connection with the Utility's earnings press releases (paying particular attention to any use of "pro forma" or "adjusted" non GAAP information) and financial information and earnings guidance provided to analysts and rating agencies.
- Review periodically, and no less than annually, expense reimbursements paid to the Chairman of the Board, the Chief Executive Officer, and the President, if those positions are filled, and to such other officers of the Utility and its subsidiaries and affiliates as may be deemed appropriate by the Committee.
- Serve as a channel of communication between the independent auditors and the Board and between the senior internal auditor and the Board.
- Meet separately with the independent auditors and the senior internal auditor at each meeting at which the Committee reviews and discusses with the independent auditors, prior to issuance, the Financial Statements, and at other meetings at the discretion of the Chair of the Committee. Meet separately and periodically with management at the discretion of the Chair of the Committee.
Compliance and Ethics Matters
- Review and oversee the Utility's compliance and ethics program, including, but not limited to, evaluating the effectiveness of such program.
- Evaluate checks and balances implemented by the Utility designed to support and promote compliance with approved corporate policies, legal rules, and regulations.
- (a) Discuss the Utility's guidelines and policies that govern the processes by which major risks are assessed and managed, (b) discuss the major financial risk exposures and the overall steps that management has taken to monitor and control such exposures, and (c) to the extent that any aspect of risk assessment and management is delegated to another committee of the Board, the Committee shall generally review the processes by which such risk assessment and management are undertaken.
- Consider standards and procedures implemented by the Utility designed to support and promote compliance with approved corporate policies (including the codes of business conduct and/or ethics), legal rules, and regulations.
- Coordinate with management to facilitate the regular receipt by the Boards of appropriate reports and materials regarding significant compliance issues.
- Review periodic reports from management, including, but not limited to, the Chief Ethics and Compliance Officer and other operations, compliance, and legal personnel, with respect to (a) the Utility's compliance with laws, regulations, and internal policies and standards; (b) significant pending or threatened litigation and government investigations, examinations, inquiries, demands, or proceedings, in each case which raise or would be expected to raise significant compliance issues; and (c) any other significant claim or complaint alleging that the Utility is not in compliance with laws, regulations, or internal policies and standards, including all significant reports of alleged violations by "executive officers," as that term is defined in Rule 3b-7 promulgated under the Securities Exchange Act of 1934.
- Review (a) periodic reports with respect to internal or external compliance reviews or audits conducted by the Utility, regulators, or third parties; and (b) reports by management with respect to their work to address any significant deficiencies, findings, and recommendations identified in any such review or audit.
- Monitor that a consistent commitment to maintaining an effective compliance program is conveyed to employees, contractors, and other relevant stakeholders.
- Review and oversee the process by which management identifies, evaluates, and monitors significant external commitments undertaken by the Utility.
- Report regularly to the Board on the Committee's deliberations and actions taken.
IV. Committee Resources
The Committee shall have the authority to engage and obtain advice and assistance from outside legal, accounting, or other advisors, as the Committee deems necessary or appropriate, and to conduct investigations into any matters within its scope of authority, without requiring Board approval.
The Utility shall provide appropriate funding for the Committee, as determined by the Committee, in the Committee's capacity as a committee of the Board, for payment of (a) compensation to any independent auditors, (b) compensation to any advisors, and (c) ordinary administrative expenses that are necessary or appropriate for carrying out its duties.
V. Meetings and Other Duties
The Committee shall fix its own time and place of meetings and shall prescribe its own rules of procedure.
The Committee meeting shall include at least semiannual joint meetings with the PG&E Corporation Audit Committee and each of PG&E Corporation's and the Utility's Safety and Nuclear Oversight Committees to discuss the companies' compliance program and other topics agreed upon by those committees.
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 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 Utility, or an Assistant Corporate Secretary, shall serve as secretary to the Committee.