2003 Committee Charter : PGN

Purpose and Composition

The Committee on Operations, Environmental, Health and Safety Issues ("Committee") shall be a standing committee of the Board of Directors ("Board"). The Committee shall review the company's load forecasts and plans for generation, transmission and distribution, fuel production and transportation, customer service, energy trading, term marketing, and other company operations; and shall review and assess company policies, procedures, and practices relative to the protection of the environment and the health and safety of employees, customers, contractors, and the public. The Finance Committee will have oversight responsibility for risk management activities. The Committee shall advise the Board and make recommendations for the Board's consideration regarding operational, environmental, health and safety-related issues.

Committee members, usually five to seven non-employee directors, shall be appointed by the Board, normally at the Annual Organizational Meeting of the Board. The Board shall designate one of the members as the Committee's chairman, who shall preside over the Committee meetings and report Committee actions to the Board.



Duties and Responsibilities

Duties and responsibilities of the Committee shall include, but are not limited to, the following:

1. Review and assess the company's policies, procedures, and practices relating to the health and safety of employees, customers, contractors, and the public to ensure compliance with applicable laws and regulations.


2. Review and assess the company's policies, procedures, and practices relating to the protection of the environment to ensure compliance with applicable laws and regulations.


3. Review the company's environmental, health and safety goals and objectives for reasonableness and appropriateness.


4. Review nuclear safety performance to ensure the protection of public health and safety.


5. Review the operational performance of the company's regulated and non-regulated businesses, including energy supply, energy delivery, fuel production and transportation, and energy trading and term marketing.


6. Review the company's generation construction plans.


7. Review the estimates of sales and load growth for reasonableness and soundness.


8. Review management's plans for development of major transmission facilities.


9. Review energy trading and term marketing activities (unrelated to risk management).


10. Receive reports from management on safety and environmental litigation and/or regulatory proceedings, which are material to the company.


11. Conduct or authorize investigations into or studies of matters within the scope of the Committee's duties and responsibilities. Retain, at the company's expense, outside advisors to carry out these investigations or studies as it deems necessary.


12. Conduct an annual self-assessment of the Committee's performance and the adequacy of this Charter.



Meetings

The Committee shall hold at least two meetings each year to accomplish the aforementioned duties and responsibilities. The Committee's chairman, or the Chairman of the Board, may call additional meetings as needed. The Committee may form subcommittees for any purpose that the Committee deems appropriate and may delegate to such subcommittees such power and authority as the Committee deems appropriate. Appropriate officers of the company shall provide staff support to the Committee.

Following each of its meetings, the Committee shall deliver a report on the meeting to the Board, including a description of the actions taken by the Committee at the meeting. The Committee shall keep written minutes of its meetings, which minutes shall be maintained with the books and records of the company.