PG&E Corporation Finance and Innovation Committee Charter
As of May 20, 2021
I. Authority and Purpose
This Charter specifies the scope of the responsibilities of the Finance and Innovation 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 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) one of whom shall be appointed by the Board as the Committee's chair, and all of whom shall satisfy independence and qualification criteria established by the Board, as set forth in PG&E Corporation's Corporate Governance Guidelines. Any directors appointed to the Committee from the Board of Directors of Pacific Gas and Electric Company are understood to be simultaneously serving in their capacity as members of such Board of Directors.
III. Duties and Responsibilities
The Committee's responsibilities shall include providing advice and assistance to the Board and the Board of Directors of Pacific Gas and Electric Company (the "Utility") with respect to (i) the financial and investment policies, risks, and objectives of PG&E Corporation, the Utility, and their respective subsidiary companies (hereinafter referred to as "the Companies"), with emphasis on those issues that are long-term in nature, including specific actions required to achieve those objectives and (ii) technologies and innovations deployed or contemplated to be deployed by the Companies. More specifically, the Committee shall:
- Review the Companies' long-term financial and investment plans and strategies, including the Companies' investment objectives and current and projected financial results of operations.
- Review and make recommendations to the Board and the Board of Directors of the Utility regarding the Companies' annual financial plans.
- Review and make recommendations to the Board and the Board of Directors of the Utility regarding the Companies' dividend policy.
- Review the Companies financing plans.
- Review and make recommendations to the Board and the Board of Directors of the Utility regarding any proposed capital project which is required to be approved by the respective Board of Directors.
- Review and make recommendations to the Board and the Board of Directors of the Utility with respect to 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.
- Review and make recommendations to the Board regarding strategic plans and initiatives, including potential investments in businesses, joint ventures, mergers, acquisitions, and other business combinations involving the Companies.
- Review major commercial banking, investment banking, financial consulting, insurance, and other financial relationships of the Companies.
- Discuss (a) the Companies' major financial risk exposures 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 Board of Directors of the Utility, 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, and (b) the overall steps that management has taken to monitor and control such exposures.
- Advise and make recommendations to the Board, the Board of Directors of the Utility, and the board of directors of any of their respective subsidiaries 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: Operations and Technology 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 and customer- and community- related risks and benefits, and impact on employees of proposed significant technology-related projects and initiatives.
- 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.
- Review the Companies' procurement policies and practices, including 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.
- Report regularly to the Board and the Board of Directors of the Utility, as appropriate, on the Committee's deliberations and actions taken.
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.
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 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 PG&E Corporation, or an Assistant Corporate Secretary, shall serve as secretary to the Committee.