CITIZENS ENERGY GROUP COMMITTEE CHARTERS

Transcription

1 CITIZENS ENERGY GROUP COMMITTEE CHARTERS Energy Resources Executive Committee Charter The Energy Resources Executive Committee shall assist the Board of Directors in matters of oversight and policy guidance with respect to CEG s gas, thermal, oil, and general energy resources. As provided in the Bylaws, the Committee shall, in the intervals between meetings of the Board of Directors, exercise all of the powers and duties of the Board with respect to these matters, as well as with respect to any issue not under the specific purview of another executive committee. All of the acts of the Committee shall be subject to the approval of the full Board of Directors. 1. The Energy Resources Executive Committee shall consist of not more than (3) directors, elected by the Board of Directors (typically at each annual meeting of the Board) to serve until the next annual meeting of the Board and until their successors are elected and shall have qualified. The members of such Committee shall from time to time select from its membership a Chair, serving at the pleasure of the Committee. 2. The Energy Resources Executive Committee should meet at least two times each year (as scheduled by the Board of Directors or by the Chair of such Committee) and, as part of each meeting, should recommend agenda items to be included at subsequent meetings of the Board. In general, the Committee shall be governed by the same rules that apply to meetings of the Board of Directors, including (where applicable) notice, meeting minutes, public meetings and executive sessions, and related matters. 3. The Energy Resources Executive Committee should regularly address overall governance matters (including amendments to CEG s Bylaws, Operating Guidelines, and other general policies, succession planning, conflict of interest issues, and similar questions), review CEG s financial position (both with respect to matters specifically assigned to the Committee and as a consolidated enterprise), and study and provide guidance with respect to significant transactions and the operation and administration of matters under its jurisdiction. 4. The Energy Resources Executive Committee should continually assess, evaluate, take actions, and make recommendations to the Board of Directors regarding the successes and weaknesses of CEG in achieving its overall mission as an executive department of the City and as a public charitable trust (the Trust ). 5. The Energy Resources Executive Committee should fully and promptly report to the Board all significant matters considered or acted upon by the Committee. Last revised December 12, 2012

2 Water Resources Executive Committee Charter The Water Resources Executive Committee shall assist the Board of Directors in matters of oversight and policy guidance with respect to CEG s water resources. The Committee shall, in the intervals between meetings of the Board of Directors, exercise all of the powers and duties of the Board with respect to water resources matters. All of the acts of the Committee shall be subject to the approval of the full Board of Directors. 1. The Water Resources Executive Committee shall consist of not more than (3) directors, elected by the Board of Directors (typically at each annual meeting of the Board) to serve until the next annual meeting of the Board and until their successors are elected and shall have qualified. The members of such Committee shall from time to time select from its membership a Chair, serving at the pleasure of the Committee. 2. The Water Resources Executive Committee should meet at least two times each year (as scheduled by the Board of Directors or by the Chair of such Committee) and, as part of each meeting, should recommend agenda items to be included at subsequent meetings of the Board. In general, the Committee shall be governed by the same rules that apply to meetings of the Board of Directors, including (where applicable) notice, meeting minutes, public meetings and executive sessions, and related matters. 3. The Water Resources Executive Committee should regularly review CEG s financial position with respect to water resources matters, and study and provide guidance with respect to significant transactions and the operation and administration of matters under its jurisdiction. 4. The Water Resources Executive Committee should fully and promptly report to the Board all significant matters considered or acted upon by the Committee

3 Wastewater Resources Executive Committee Charter The Wastewater Resources Executive Committee shall assist the Board of Directors in matters of oversight and policy guidance with respect to CEG s wastewater resources. The Committee shall, in the intervals between meetings of the Board of Directors, exercise all of the powers and duties of the Board with respect to wastewater resources matters. All of the acts of the Committee shall be subject to the approval of the full Board of Directors. 1. The Wastewater Resources Executive Committee shall consist of not more than (3) directors, elected by the Board of Directors (typically at each annual meeting of the Board) to serve until the next annual meeting of the Board and until their successors are elected and shall have qualified. The members of such Committee shall from time to time select from its membership a Chair, serving at the pleasure of the Committee. 2. The Wastewater Resources Executive Committee should meet at least two times each year (as scheduled by the Board of Directors or by the Chair of such Committee) and, as part of each meeting, should recommend agenda items to be included at subsequent meetings of the Board. In general, the Committee shall be governed by the same rules that apply to meetings of the Board of Directors, including (where applicable) notice, meeting minutes, public meetings and executive sessions, and related matters. 3. The Wastewater Resources Executive Committee should regularly review CEG s financial position with respect to wastewater resources matters, and study and provide guidance with respect to significant transactions and the operation and administration of matters under its jurisdiction. 4. The Wastewater Resources Executive Committee should fully and promptly report to the Board all significant matters considered or acted upon by the Committee

4 Audit & Risk Committee Charter The Audit & Risk Committee shall assist the Board of Directors and each of its Executive Committees in assessing the integrity of CEG s financial statements and its systems of internal control, evaluating the performance of CEG s independent auditors and its internal audit function, assessing and monitoring the qualifications and independence of CEG s independent auditors, and insuring compliance with legal and regulatory requirements. 1. The Audit & Risk Committee shall consist of at least three (3) directors, elected by the Board of Directors (typically at each annual meeting of the Board) to serve until the next annual meeting of the Board and until their successors are elected and shall have qualified. The members of such Committee shall from time to time select from its membership a Chair, serving at the pleasure of the Committee. To promote understanding and consistency across the various utilities under the care of CEG, the Board of Directors should endeavor to include on the Audit & Risk Committee one (1) director from each of the Executive Committees of the Board. 2. The members of the Audit & Risk Committee shall be directors who are generally knowledgeable in financial and auditing matters, including at least one member with accounting or related financial management expertise. Each member shall be free of any relationship that, in the opinion of the Board of Directors, would interfere with her or his individual exercise of independent judgment, and shall meet any director independence requirements for serving on audit committees as set forth in the governance standards of any exchange or other governing board as may be currently applicable to CEG. The Committee is expected to maintain free and open communication with the independent auditors, CEG s management, and individuals executing the internal audit function of CEG. The Committee is empowered to conduct or authorize investigations into any matters within the Committee s scope of responsibilities. 3. The Audit & Risk Committee should set the tone for sound business risk practices and ethical behavior in all of CEG s operations and activities. 4. The Audit & Risk Committee annually should engage independent auditors for CEG and present the results of the annual audit to the Board of Directors. 5. The Audit & Risk Committee may conduct periodic reviews of, and recommend to the Board of Directors and the Energy Resources Executive Committee, succession planning policies and procedures for CEG s executive staff, particularly the President and Chief Executive Officer. 6. It is expected that the Audit & Risk Committee will meet at least quarterly, as scheduled by the Board of Directors or by the Chair of such Committee

5 Compensation & Finance Committee Charter The Compensation & Finance Committee shall assist the Board of Directors and each of its Executive Committees, when requested, in conducting performance reviews for employees who hold positions of significant management responsibility with CEG. 1. The Compensation & Finance Committee shall consist of at least three (3) directors, elected by the Board of Directors (typically at each annual meeting of the Board) to serve until the next annual meeting of the Board and until their successors are elected and shall have qualified. The members of such Committee shall from time to time select from its membership a Chair, serving at the pleasure of the Committee. To promote understanding and consistency across the various utilities under the care of CEG, the Board of Directors should endeavor to include on the Compensation & Finance Committee one (1) director from each of the Executive Committees of the Board. 2. The Compensation & Finance Committee annually should review and approve goals and objectives for CEG s President and Chief Executive Officer and evaluate his or her performance in light of those goals and objectives. 3. The Compensation & Finance Committee, on a regular basis, as requested, may recommend to the Board of Directors compensation levels for employees who hold positions of significant management responsibility with CEG, including annual base salary, any short-term or long-term incentive opportunities, and special or supplemental benefits. 4. In making compensation recommendations to the Board of Directors, the Compensation & Finance Committee should collect and report to the Board appropriate comparability data, which may include: Compensation levels paid by similarly situated organizations for functionally comparable positions; The availability of similar services in the geographic area where the individual works; Current compensation surveys compiled by independent firms; and Actual written offers from similar institutions competing for the services of an individual. 5. The Compensation & Finance Committee periodically should review and discuss with the President and Chief Executive Officer the performance of CEG s other executive staff and should report to the Board of Directors any material issue raised during such review or discussion

6 6. The Compensation & Finance Committee should review and recommend to the Board of Directors CEG s yearly operational budget and periodic long-range financial plans. 7. The Compensation & Finance Committee should coordinate with CEG s management regarding implementation of the budget and other financial trends and activities affecting CEG and its related industries. 8. The Compensation & Finance Committee should review and recommend to the Board of Directors appropriate borrowing and investment policies for CEG, and should monitor CEG s borrowing and investing activities, arrangements, and instruments. 9. In fulfilling its responsibilities, the Compensation & Finance Committee may, on behalf of CEG, retain compensation consultants, external legal counsel or accountants, or other advisors to assist in the evaluation of executive compensation and financial matters. 10. It is expected that the Compensation & Finance Committee will meet at least once each year, as scheduled by the Board of Directors or by the Chair of such Committee