2004 Committee Charter : PSDPurpose and Authority:
The purpose of the Governance and Public Affairs Committee (Committee) is to:
(i) identify individuals qualified to become members of the Board;
(ii) select and recommend to the Board director candidates;
(iii) develop, update as necessary and recommend to the Board corporate governance principles and policies, including the Company's Corporate Governance Guidelines;
(iv) monitor compliance with the corporate governance principles and policies; and
(v) oversee the Company's involvement with its constituencies, including community activities.
The Committee shall have the sole authority to retain and terminate any search firm used to identify director candidates, including the sole authority to approve fees and other retention terms. The Committee also shall have all authority necessary to fulfill the duties and responsibilities assigned to the Committee in this Charter or otherwise assigned to it by the Board (including in the Corporate Governance Guidelines).
As the Committee deems appropriate, it may retain independent counsel, accounting and other professionals to assist the Committee without seeking further Board approval with respect to the selection, fees or retention terms for any such advisers.
The Committee, when appropriate, may form and delegate authority to subcommittees and may delegate authority to one or more designated members of the Committee, the Board or Company officers.
The Committee shall be composed of three or more directors, as determined by the Board, each of whom shall meet the independence requirements in the Company's Corporate Governance Guidelines. The Chair of the Board (if the Chair is a non-management director) or Lead Independent Director (if the Chair is a member of management) shall serve as a member of this Committee.
Appointment and Removal of Members
The members of the Committee shall be appointed by the Board on the recommendation of this Committee, after consultation with the Chair of the Board and, if appointed, Lead Independent Director. The Board may remove any member from the Committee at any time with or without cause.
Duties and Responsibilities:
The Committee shall have the following duties and responsibilities, in addition to any duties and responsibilities assigned to the Committee from time to time by the Board.
Review and recommend for Board consideration, after consultation with the Chief Executive Officer and the Chair of the Board and, if appointed, Lead Independent Director, director candidates, including any current directors to be renominated, based on the Director Recruiting and Selection Criteria outlined in Exhibit A to this Charter, and advise the Board with regard to nomination or election of director candidates.
Periodically review and recommend to the Board, after consultation with the Chair of the Board and, if appointed, Lead Independent Director, appropriate revisions to the Director Recruiting and Selection Criteria outlined in Exhibit A to this Charter.
Determine procedures for the review and recommendation of director candidates, after consultation with the Chief Executive Officer and the Chair of the Board and, if appointed, Lead Independent Director.
The Chair of the Committee and the Chair of the Board shall initiate any contact with a director candidate.
Board and Board Performance
Periodically review and recommend the appropriate size of the Board.
Periodically review appropriateness of any restrictions on Board service, such as term limits and retirement policy, and recommend changes to such policies to the Board.
Establish performance criteria/expectations for directors in areas of attendance, preparedness, candor and participation. Periodically review each director's attendance at Board and applicable committee meetings.
Periodically review and recommend to the Board director stock ownership guidelines and monitor compliance with such guidelines.
Establish, coordinate and review with the Chair of the Board and, if appointed, Lead Independent Director, criteria and method for evaluating the effectiveness of the Board.
After consultation with other non-management directors, recommend frequency of regular meetings of non-management directors, and develop format for such meetings. Identify the non-management Chair or Lead Independent Director as presiding director at non-management director meetings.
Determine a method by which interested third parties may communicate any concerns directly to the non-management Chair or Lead Independent Director, or to the non-management directors as a group.
Determine whether the Chair of the Board shall be a non-management director, or instead shall be the Chief Executive Officer. Develop and recommend to the Board procedures for selection of the Chair of the Board. If Chair is a management director then develop and recommend procedures for selection of a Lead Independent Director.
Develop and recommend to the Board procedures for Board review of the performance of the Chair of the Board or Lead Independent Director as applicable.
Board and Committee Compensation
Annually review director compensation practices in relation to industry comparables and companies of similar size.
Recommend to the Board, as appropriate, revisions to Board and committee compensation practices.
Board Committee Matters
Recommend to the Board, as appropriate, number, type, functions, structure and independence of committees.
Annually recommend to the Board, after consultation with the Chair of the Board and, if appointed, Lead Independent Director, director membership and rotation, as appropriate, on committees and advise the Board and/or committees with regard to selection and rotation, as appropriate, of the Chairs of the committees.
Determine criteria and procedures for selection of committee members and the Chairs, as appropriate.
Establish and coordinate with applicable committee Chair criteria and method for evaluating the effectiveness of the committees.
Director Orientation and Continuing Education
Periodically review and revise, as appropriate, the Company's director orientation program.
Monitor, plan and support continuing education activities of the directors.
Develop and periodically review and recommend to the Board, after consultation with the Chair of the Board and, if appointed, Lead Independent Director, appropriate revisions to the Company's Corporate Governance Guidelines pursuant to and to the extent required by regulations applicable to the Company from time to time.
Monitor compliance with and the effectiveness of the Corporate Governance Guidelines.
In conjunction with the Audit Committee, develop a code of ethics for senior financial officers pursuant to and to the extent required by regulations applicable to the Company from time to time.
In conjunction with the Audit Committee, develop a code of business conduct and ethics applicable to the Company's directors, officers and employees, pursuant to and to the extent required by regulations applicable to the Company from time to time.
Committee Reports to Board
Provide minutes of committee meetings to the Board and report to the Board on any significant matters arising from the committees' work.
Public Affairs Oversight
Monitor activities and recommend action, as appropriate, relating to the Company's constituencies other than shareholders, including customers, local community, outreach programs and charitable organizations.
The Committee shall establish a meeting calendar annually. The Committee may hold such other meetings as are necessary or appropriate in order for the Committee to fulfill its responsibilities. In the absence of a member designated by the Board to serve as the Chair, the members of the Committee may appoint from among their number a person to preside at their meetings. When appropriate, the Governance and Public Affairs Committee of Puget Energy, Inc. shall meet separately from that of Puget Sound Energy, Inc.
The Committee shall review and reassess this Charter at least annually and, if appropriate, propose changes to the Board.
The Committee shall obtain or perform an annual evaluation of the Committee's performance and make applicable recommendations.