I. Authority and Purpose
This Charter specifies the scope of the responsibilities of the Executive Committee (the "Committee") of the Board of Directors (the "Board") of PG&E Corporation and the manner in which those responsibilities shall be performed, including its structure, processes and membership requirements.
The Committee shall consist of at least five directors, appointed by the Board and serving at the pleasure of the Board, one of whom shall be the Chair of the Board of Directors, who shall be appointed by the Board as the Committee’s chair, and one of whom shall be the Chief Executive Officer of this Corporation (if the Chair is not the Chief Executive Officer).
III. Duties and Responsibilities
The Committee may exercise any of the powers and perform any of the duties of the Board of Directors, subject to the limits set forth in California Corporations Code Section 311.
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.
The Committee shall have the right to request and receive from the Board reasonable resources to assist it in exercising its duties and responsibilities.
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 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.
Unless otherwise designated by the Committee, the Corporate Secretary of PG&E Corporation, or an Assistant Corporate Secretary, shall serve as secretary to the Committee.