Today, good corporate governance is an important focus for all of corporate America. At CenterPoint Energy, providing the leadership, tools and oversight necessary to ensure ethical conduct and compliance with the principles of good corporate governance are at the forefront of the responsibilities of our Board of Directors and our leadership team.
Our Board of Directors is our senior decision-making group. The ten people who currently serve on our Board are responsible for overseeing the management and business decisions of the Company. The Board is responsible for selecting our executive management team, as well as for approving major corporate transactions and for reviewing and monitoring various aspects of our corporate affairs.
Our Board is chaired by Mr. Milton Carroll. Our Chief Executive Officer, Mr. Scott M. Prochazka, serves as a member of our Board, but does not serve as a member of any of its committees or receive additional compensation for his service as a director
The Board of Directors appoints committees of its members to help carry out its responsibilities. Currently, standing committees of the Board are the following:
The Audit Committee assists the Board in fulfilling oversight responsibility for the integrity of our financial statements, the qualifications, independence and performance of our independent auditors, the performance of our internal audit function, compliance with legal and regulatory requirements, our system of disclosure controls and internal controls and our system of enterprise risk management. The Board has determined that the Chairman of the Audit Committee, Phillip R. Smith, is an audit committee financial expert within the meaning of SEC regulations.
The Compensation Committee oversees compensation for our senior officers, including salary and incentive compensation awards. It also administers incentive compensation plans, evaluates performance of the Chief Executive Officer and reviews management succession planning and development. The Committee also is responsible for reviewing the Compensation Discussion and Analysis section of our annual proxy statement and recommending to the Board whether that section should be included.
The Finance Committee assists the Board in fulfilling its oversight responsibility with respect to the financial affairs of the Company and its subsidiaries. It reviews our capital structure, financing requirements and financing plan that support our strategic business plan. The Committee also reviews and makes recommendations to the Board regarding the declaration of dividends and the amounts, timing and sources of proposed financing transactions, as well as reviews the capital structure, financing plans and credit exposures of our major subsidiaries.
The Governance Committee identifies, evaluates and makes recommendations to the Board regarding nominees for Director, recommends membership on the Board committees and oversees annual evaluations of the Board and management. The Committee also reviews and recommends fee levels and other elements of compensation for non-employee directors and periodically reviews and makes recommendations regarding changes to our Corporate Governance Guidelines. The Committee also is responsible for reviewing and making any determinations required under applicable regulations with respect to any related party transactions involving a director, nominee for director, executive officer or members of their immediate families.
Our Board meets throughout the year with each of the Board committees typically meeting at least four times during the year. Directors are expected to attend annual meetings of shareholders. The Board of Directors routinely meets in executive sessions, without members of management present, to consider matters requiring the Board's attention.
We have a code of Ethics for our Chief Financial Officer and Senior Financial Officers. Information regarding any amendments to or waivers of provisions of that code will be published on our website. We also have an Ethics and Compliance Code applicable to directors, officers and employees. Any waivers of this code with respect to executive officers or directors of the Company may be made only by the Board of Directors or one of its committees and will be disclosed to shareholders.
|Ethics and Compliance Code|
|Code of Ethics for Chief Executive Officer and Senior Financial Officers|
|Corporate Governance Guidelines|
|Audit Committee Charter|
|Compensation Committee Charter|
|Finance Committee Charter|
|Governance Committee Charter|
|Articles of Incorporation|
|Second Amended and Restated Bylaws|
|Section 16 Filings|