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Corporate Governance

2012 Corporate Responsibility Report

Progress Energy has a long-standing commitment to the highest standards of integrity and accountability. Our independent board of directors oversees and directs our company on our shareholders’ behalf, and the company works to balance those needs with the interests of customers, employees, regulators, elected officials and the communities we serve.

We have adopted Corporate Governance Guidelines to document the board’s responsibilities, structure and internal practices. The board of directors meets regularly to review business operations and financial performance.

The board of directors is chaired by President and Chief Executive Officer Bill Johnson. Independence is ensured through the appointment of a lead director, John H. Mullin III. There are five standing committees of the board, and each is composed of non-employee directors and a senior company officer to coordinate staff work. Members of the committees are appointed by the board, normally at the board meeting in May. An executive committee addresses matters that arise between regular board meetings.

View the full list of current directors.

The board committees are:

  • Audit and Corporate Performance Committee – Oversees the integrity of our company’s financial statements and compliance with legal and regulatory requirements;
  • Corporate Governance Committee – Makes recommendations to the full board with respect to the governance of our company and its board;
  • Finance Committee – Reviews and oversees our company’s financial performance and policies;
  • Operations and Nuclear Oversight Committee – Reviews and oversees our company’s operations, environmental, health and safety performance and policies; and
  • Organization and Compensation Committee – Reviews personnel policies as well as executive development and succession plans and administers executive compensation.

To ensure a responsive and accountable board of directors for shareholders, our bylaws require the annual election of directors. Also, candidates must receive a majority of shareholder votes cast to be elected to the board.

The board met 13 times in 2011. Average attendance of directors at the meetings of the board and its committees was 93 percent.

Our company provides an in-depth section on corporate governance on our website. The site contains online links to our Code of Ethics, a list of our directors and corporate governance guidelines for the board to follow. The site also provides access to a complete listing of board committee charters and each charter’s respective responsibilities. The corporate governance section also includes a page examining the importance of director independence. Access more information about corporate governance.

We disclose our business and financial information in accordance with requirements of the Sarbanes-Oxley Act of 2002 and related rules of the U.S. Securities and Exchange Commission (SEC). The annual report to shareholders, annual proxy statement and required SEC filings are available on our Investor Relations website.

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