WISCONSIN ENERGY CORPORATION
2003 Committee Charter : WEC
NUCLEAR OVERSIGHT COMMITTEE OF THE BOARD OF DIRECTORS
Adopted: April 19, 1995; Revised June 13, 2003
The Board of Directors of Wisconsin Energy Corporation hereby constitutes and establishes a Nuclear
Oversight Committee (Committee) with the authority and responsibility as described below.
The Nuclear Oversight Committee is established to advise and assist the Board of Directors in the proper and
complete discharge of its responsibilities relating to the nuclear operations of Wisconsin Energy Corporation
and its subsidiaries (Company). The Nuclear Oversight Committee may be requested by the Board of
Directors to investigate any nuclear related activity of the Company.
The Nuclear Oversight Committee shall be comprised of two or more directors who are periodically
appointed by the Board of Directors. Members shall serve at the pleasure of the Board for such term or
terms as the Board may determine. One of the directors shall be appointed Committee Chair for a term to be
determined by the Board of Directors and shall preside over the meetings of the Committee. The remainder of
the Committee shall be comprised of one or more employees of the Company who are periodically selected
by the Chairman of the Board. The Committee may also include one or more non-employee experts who are
periodically selected jointly by the Committee Chair and the Chairman of the Board.
Each non-employee member of the Committee shall be free from any relationship that would conflict with, or
would give the appearance of conflicting with, the exercise of independent judgment as a Committee member.
DUTIES AND RESPONSIBILITIES
The Nuclear Oversight Committee shall assist the Board of Directors in fulfilling its responsibilities relating to
the ownership and safety of the Company's nuclear facility. The Committee Chair of the Nuclear Oversight
Committee shall periodically report to the full Board of Directors. As a general rule, the Nuclear Oversight
Committee shall communicate its recommendations and observations to the Board of Directors and not
directly to the Company's nuclear personnel. However, as to matters of immediate concern, members of the
Committee may communicate directly with the Company's senior management and, thereafter, to the
Company's Board of Directors.
Specific responsibilities and authority of the Nuclear Oversight Committee shall include, but not be limited to,
A. Review significant inspection and evaluation reports, and associated NMC and Company responses,
pertaining to the Company's nuclear units, including NRC, INPO, NEIL, NMC, off-site
B. Review any significant incidents or events occurring at the Company's nuclear units.
C. Review and evaluate periodic reports of plant "key indicator" trends and other periodic NMC and
Company reports on the overall performance of the Company's nuclear units.
D. Visit and inspect the Company's nuclear facility on an annual basis.
E. Request, as desired, and evaluate reports, presentations and briefings from the Company's senior
management or the NMC on the performance and status of the Company's nuclear facility.
F. Request, as desired, the Company to conduct any special reviews or studies considered necessary.
The Committee shall have access to all Company files, data, reports and personnel, as in its judgment
are deemed necessary to carry out its responsibilities. Access may be requested to similar NMC
reports pertinent to the operations of the Company's nuclear facility.
G. Retain at the Company's expense, legal counsel, consultants or other persons from within or outside the
Company having special competence as necessary to assist the Committee in fulfilling its responsibility.
H. Produce and provide to the Board an annual performance evaluation of the Committee. The evaluation
shall compare the performance of the Committee with the requirements of this Charter. Recommend to
the Board any improvements to the Charter.
I. As appropriate, meet with the Chairman of the Board of Directors of the Company.
The Nuclear Oversight Committee shall meet as often as desired, but in no event less than once per year, to
accomplish the aforementioned duties and responsibilities. The Committee's Chair may call meetings at any
time to review matters of responsibility or interest with the Committee. As deemed necessary by the
Committee, Company personnel shall attend meetings.
The Wisconsin Energy Corporation Corporate Secretary shall serve as secretary to the Committee and, at the
request of the Committee Chair, shall arrange meetings and prepare a meeting agenda. The Company shall
provide administrative support as deemed appropriate by the Committee.