Compliance and Public Policy Committee
RESOLUTION OF THE BOARD OF DIRECTORS OF PG&E CORPORATION
April 29, 2020
WHEREAS, the Public Policy Committee of this Board of Directors was reconstituted as the Compliance and Public Policy Committee of the Board of Directors effective May 5, 2015;
NOW, THEREFORE, BE IT RESOLVED that the Compliance and Public Policy Committee shall consist of at least three directors, one of whom shall be appointed by this Board of Directors as the Committee's chair; and
BE IT FURTHER RESOLVED that (i) all members of the Compliance and Public Policy Committee shall satisfy independence and qualification criteria established by this Board of Directors, as set forth in this corporation's Corporate Governance Guidelines, (ii) at least one member shall have experience in the utility or related industries, and (iii) unless the Board of Directors determines otherwise, at least one member of each of the PG&E Corporation Audit Committee and the PG&E Corporation Safety and Nuclear Oversight ("SNO") Committee shall serve on this Committee; and
BE IT FURTHER RESOLVED that the basic responsibilities of the Compliance and Public Policy Committee shall be to (i) assist this Board, the Board of Directors of Pacific Gas and Electric Company, and their respective Audit Committees in fulfilling the Boards' oversight responsibility for compliance with legal and regulatory requirements by this corporation and its subsidiary companies (hereinafter collectively referred to as "the corporation"); (ii) coordinate the compliance-related oversight work of the various committees of the Boards; (iii) advise and assist this Board and the Board of Directors of Pacific Gas and Electric Company with respect to public policy and corporate responsibility issues which could affect significantly the interests of the customers, shareholders, or employees of the corporation; and (iv) perform any other duties as directed by the Boards of Directors or the Audit Committees. More specifically, the Compliance and Public Policy Committee shall:
- Review and oversee the corporation's compliance and ethics program, including, but not limited to, evaluating its effectiveness.
- Review periodic reports from management, including, but not limited to, the Chief Ethics and Compliance Officer (the "CECO") and other operations, compliance, and legal personnel, with respect to (a) the corporation'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 corporation is not in compliance with laws, regulations, or internal policies and standards.
- Review (a) periodic reports with respect to internal or external compliance reviews or audits conducted by the corporation, 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.
- Review the corporation's statements of policy concerning conflicts of interest and general business ethics (including the codes of business conduct and/or ethics).
- At least semiannually, meet jointly and coordinate with the Audit Committees, the PG&E Corporation SNO Committee, and the Pacific Gas and Electric Company SNO Committee to discuss the corporation's compliance program and monitor that all significant compliance issues are addressed by the appropriate Board committees, and any other topics agreed upon by those committees.
- Coordinate with management to facilitate the regular receipt by the Boards of Directors of appropriate reports and materials regarding significant compliance issues.
- Monitor that a consistent commitment to maintaining an effective compliance program is conveyed to employees, contractors, and other relevant stakeholders.
Public Policy Matters
- Review the corporation's policies and practices with respect to the corporation's long-term sustainability and the protection and improvement of the quality of the environment, including, but not limited to, the corporation's social, environmental, economic, climate change, and broader environmental policies and programs.
- Review the corporation's policies and practices with respect to charitable and community service organizations and activities, and recommend to the Boards of Directors annual budgets for contributions by the corporation to non-profit organizations.
- Review the corporation's policies and practices with respect to diversity, inclusion, and workforce development.
- Review the corporation's policies and practices with respect to development of diverse suppliers to this corporation, as required to be reported to the California Public Utilities Commission and other government agencies.
- Review significant societal, governmental, and environmental trends and issues which may affect the corporation's operations, and advise the Boards of Directors regarding plans and programs with respect thereto.
- Review the corporation's political contributions. Recommend Board approval limits for political contributions to federal, state, and local candidates, measures, and initiatives. Recommend Board approval limits for funding political action committees and other organizations that may engage in activities involving elections. At the direction of the Compliance and Public Policy Committee, an annual report detailing political contributions of the corporation during the preceding year will be prepared and made available to the full Boards of Directors at the beginning of each calendar year.
- Review and oversee the process by which management identifies, evaluates and monitors significant external commitments undertaken by the corporation.
BE IT FURTHER RESOLVED that the Compliance and Public Policy 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 Compliance and Public Policy Committee shall (i) provide the CECO with direct access to the Chair of the Committee at reasonable times, and (ii) require the CECO to report to the Committee at such times and with respect to such matters as the Committee may think fit; and
BE IT FURTHER RESOLVED that the Compliance and Public Policy Committee shall (i) report regularly to the Boards of Directors on the Committee's deliberations and actions taken, and (ii) with respect to compliance oversight and related matters, report periodically to the Audit Committees; and
BE IT FURTHER RESOLVED that the Compliance and Public Policy 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 Compliance and Public Policy Committee; and
BE IT FURTHER RESOLVED that the resolution on this subject adopted by this Board on June 21, 2019 is hereby superseded.