Corporate Governance

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 eleven 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. Phillip R. Smith. Our Chief Executive Officer, Mr. Jason P. Wells, serves as a member of our Board but does not serve as a member of any of its standing committees.

The Board of Directors appoints committees of its members to help carry out its responsibilities. Currently, standing committees of the Board are the following:

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.

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