NUCLEAR OVERSIGHT COMMITTEE
BOARD OF DIRECTORS
DUKE ENERGY CORPORATION
I. General Focus
The Nuclear Oversight Committee (the "Committee") shall provide Board of Directors ("Board")-level oversight of the nuclear safety, operational and financial performance as well as long-term plans and strategies of Duke Energy Corporation's (the "Corporation") nuclear power program and make appropriate reports to the Board. This oversight role is one of review, observation and comment and in no way alters management's authority, responsibility or accountability.
II. Structure and Operations
The Committee shall be comprised of two or more members of the Board.
The members of the Committee shall be appointed by the Board and shall serve until such member's successor is duly elected and qualified or until such member's earlier resignation or removal. The members of the Committee may be removed, with or without cause, by majority vote of the Board.
The full Board shall elect the Chair of the Committee. The Chair shall be entitled to cast an additional vote to resolve any ties. The Chair will chair all regular sessions of the Committee and set the agendas for Committee meetings.
The Committee shall meet at least three times annually or more frequently as circumstances dictate.
All nonmanagement directors that are not members of the Committee may attend meetings of the Committee but may not vote. Additionally, the Committee may invite to its meetings any director, management of the Corporation and such other persons as it deems appropriate in order to carry out its responsibilities. The Committee may also exclude from its meetings any persons it deems appropriate in order to carry out its responsibilities.
A majority of the Committee members, but not less than two, will constitute a quorum. A majority of the Committee members present at any meeting at which a quorum is present may act on behalf of the Committee. The Committee may meet by telephone or videoconference and may take any action by unanimous written consent with respect to matters that may be acted upon without a formal meeting.
The Chair of the Committee shall designate a person, who need not be a Committee member, to act as secretary, and minutes of the Committee's proceedings shall be kept in minute books provided for that purpose. The agenda of each Committee meeting will be prepared by the secretary and, whenever reasonably practicable, circulated to each Committee member prior to each meeting.
IV. Responsibilities and Duties
The following functions shall be the common recurring activities of the Committee in carrying out its responsibilities outlined in Section I of this Charter. These functions should serve as a guide with the understanding that the Committee may carry out additional functions and adopt additional policies and procedures as may be appropriate in light of changing business, legislative, regulatory, legal or other conditions. The Committee shall also carry out any other responsibilities and duties delegated to it by the Board from time to time related to the purposes of the Committee outlined in Section I of this Charter.
The Committee, in discharging its oversight role, is empowered to study or investigate any matter of interest or concern that the Committee deems appropriate and shall have the sole authority to retain outside counsel or other experts for this purpose, including the authority to approve the fees payable to such counsels or experts and any other terms of retention.
1. At each meeting of the Committee, receive reports on any significant events or incidents that have occurred at the Corporation's nuclear power stations as well as on any significant external or internal oversight group reports that have been issued since the last meeting of the Committee.
2. At least annually, visit each nuclear power station and receive reports on the station's nuclear safety, operational and financial performance as well as on significant issues and projects.
3. Meet periodically with
external (Nuclear Regulatory Commission,
4. At least annually, receive reports on the overall nuclear safety, operational and financial performance of the Corporation's nuclear power program as compared with commercial nuclear power industry trends and review long-term plans and strategies.
5. Report regularly to the Board (i) following meetings of the Committee and (ii) with respect to such other matters as are relevant to the Committee's discharge of its responsibilities; provide such recommendations as the Committee may deem appropriate. The report to the Board may take the form of an oral report by the Chair or any other member of the Committee designated by the Committee to make such report.
6. Maintain minutes or other records of meetings and activities of the Committee.
V. Annual Performance Evaluation
The Committee shall have oversight to perform a review and evaluation, at least annually, of the performance of the Committee and its members, including a review of the compliance of the Committee with this Charter. In addition, the Committee shall review and reassess, at least annually, the adequacy of this Charter and recommend to the Board improvements to this Charter that the Committee considers necessary or valuable. The Committee shall conduct such evaluations and reviews in such manner as it deems appropriate.