2003 Committee Charter : CIN
Charter of the
Executive Committee of the
Board of Directors of
The purpose of the Executive Committee is to assist the Board of
Directors of Cinergy Corp. (the "Corporation") by:
(i) exercising in the intervals between the meetings of the Board its
powers with respect to the executive management of the business
and affairs of the Corporation; and
(ii) making recommendations to the Board of Directors on certain
The members of the Executive Committee (the "Committee") shall be
appointed from time to time by the Board of Directors from among its
The Committee shall be comprised of from three to six members of the
Board of Directors, of which at least a majority must be independent.
The Committee shall meet as deemed necessary and appropriate by the
IV. Executive Management Duties and Responsibilities
1. The Board of Directors may delegate to the Committee the power
to authorize the seal of the Corporation to be affixed to all papers
that may require it.
2. The Board of Directors may delegate to the Committee the
authority to exercise the powers of the Board in the management of
the business and affairs of the Corporation in the intervals between
the meetings, except that the Committee shall not have the power
or authority to take any action for which a Supermajority Vote or
other vote in excess of a majority of the Board is required.
3. The Committee may act by a majority of its members at a duly
convened meeting, or by a writing signed by all of its members.
4. The Committee shall have the following authority and/or
to matters that are to be brought before the full Board; such
that various aspects of a management proposal would be
fully discussed, additional information requested,
modifications suggested, and alternative courses identified
conjunction with the Corporation's Corporate Governance
Committee, including annual review of the effectiveness of
the Board processes;
action, to the extent permitted by law;
a sounding board for the Corporation's Chief Executive
by the Board;
Committee, to review the number of Board Members in
attempts to determine optimum size;
practices in other companies, and recommend changes that
may be desirable for the Corporation;
Corporation's Chief Executive Officer when a vacancy
occurs through retirement or otherwise; review and approve
proposed changes involving other senior management
positions (with the understanding that the Chief Executive
Officer is given considerable discretion in selecting and
retaining members of the management team);
succession in the event of unexpected death, disability, or
departure of the Corporation's Chief Executive Officer;
review management planning for the replacement of other
members of the senior management team.
V. Financial Management Duties and Responsibilities
1. To review annual operating budgets and capital expenditure
programs, with emphasis on those issues or factors that may have
a major long-term impact on the financial objectives of the
2. To review actual financial results against financial projections.
3. To review long-term corporate financial strategy in the overall
context of corporate operations.
4. To approve the issuance and sale of securities or shares of the
Corporation (including subsidiaries) or designate the terms of a
series of a class of securities or shares.
5. To recommend a dividend policy to the Corporations' Board of
6. To review significant corporate financial objectives and policies,
plans to meet those objectives, procedures to carry out those
policies, and to monitor related results as the Committee deems
necessary. Areas of review will include:
7. To review the corporate risk profile, i.e., how the market value of
the Corporation would be affected by unexpected adverse events,
e.g., catastrophic loss or changes in financial or commodity prices
and the Corporation's related risk management activities, e.g.,
hedging program, insurance coverage. The Corporation's Chief
Risk Officer shall report directly both to the Committee and to the
Corporation's Chief Executive Officer.
8. To review merger and acquisition and divestment activity and make
9. To interface closely with the Corporation's Chief Financial Officer.
VI. Committee Governance; Limits of Responsibility
1. The Committee may establish such rules and procedures as it
believes are necessary to fulfill its duties and responsibilities under
2. All action(s) taken or authorized by the Committee shall be reported
to, for ratification by, the Corporation's Board of Directors at its
meeting next succeeding such action(s) by the Committee.