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Committees of the Board of Directors

The Exelon Board of Directors has six standing committees that have clear roles and responsibilities articulated in charters recommended by the Corporate Governance Committee and approved by the Board. These committees perform a substantial amount of the Board’s work. Directors usually serve on 2 committees, which meet at least four times each year. Based on the needs of the committee and the skills and experience of each director, the Governance Committee recommends committee assignments and the Board approves them.

Audit Committee

Audit Committee Charter [PDF, 404 KB]The charter covers the organization, basic function and purpose, and responsibilities of the Audit Committee. PDFPDFs require software like the Adobe Acrobat Reader to be viewed properly.

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The Audit Committee reviews financial reporting, accounting practices and internal control functions. The Committee also reviews risk management policy, officers’ and directors’ expenses, compliance with appropriate policies and the Code of Business Conduct, and legal compliance matters. The Committee is solely responsible for the selection, retention and compensation of independent auditors, and it approves the scope of both independent and internal audits.

Anthony K. Anderson, Independent DirectorAnn C. Berzin, Independent Director Yves C. de Balmann, Independent Director Paul L. Joskow, Ph.D., Independent Director Admiral Richard W. Mies, Independent Director William C. Richardson, Ph.D., Independent Director Stephen D. Steinour, Independent Director 

 
Compensation and Leadership Development Committee

Compensation and Leadership Development Committee [PDF, 292 KB]The charter covers the organization, basic function and purpose, and responsibilities of the Compensation and Leadership Development Committee. PDFPDFs require software like the Adobe Acrobat Reader to be viewed properly.

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Compensation Consultant Independence Policy [PDF, 34.49 KB]The policy covers the purpose, services, annual independence assessment, corporate governance and disclosure of the Compensation Committee. PDFPDFs require software like the Adobe Acrobat Reader to be viewed properly.

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The Compensation and Leadership Development Committee reviews executive compensation and administers and oversees the employee benefit plans and programs. The Committee recommends the compensation of the CEO, COO, President and EVPs and establishes the compensation of officers, SVP and below. The Committee also reviews and makes recommendations to the Board on leadership development, succession planning (other than the Chairman and CEO and President) and diversity. 

 
Corporate Governance Committee

Corporate Governance Committee Charter [PDF, 179 KB]The charter covers the organization, basic function and purpose, and responsibilities of the Corporate Governance Committee. PDFPDFs require software like the Adobe Acrobat Reader to be viewed properly.

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The Corporate Governance Committee monitors governance trends and makes recommendations to the Board on board and committee functions, composition and effectiveness, and on director compensation. The Committee identifies and recommends director candidates, establishes the CEO’s performance criteria and coordinates the Board’s assessment of the CEO’s performance.

 
Generation Oversight Committee

Generation Oversight Committee Charter [PDF, 144 KB]The charter covers the organization, basic function and purpose, and responsibilities of the Generation Oversight Committee. PDFPDFs require software like the Adobe Acrobat Reader to be viewed properly.

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The Generation Oversight Committee oversees the safe and reliable operation of all generating facilities owned or operated by the Company or its subsidiaries. The Committee reviews potential acquisitions, divestitures and significant investments in generation. It also oversees the Power marketing activities of the Power Team, reviews power trading risk management strategy and performance and the hedged condition of the generation portfolio. The Committee also reviews the Exelon Generation Company’s business plan, budget and financial and operating performance.

 
Investment Oversight Committee

Investment Oversight Committee Charter [PDF, 39 KB]The charter covers the organization, basic function and purpose, and responsibilities of the Investment Oversight Committee charter covers the organization, basic function and purpose, and responsibilities of the Investment Oversight Committee. PDFPDFs require software like the Adobe Acrobat Reader to be viewed properly.

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The Investment Oversight Committee is responsible for general oversight of Exelon’s investment management functions.  The Committee serves as a resource and advisory panel for Exelon’s management-level investment management team.  The Committee oversees the management and investment of the assets held in trusts established by the company or any subsidiary for the purpose of funding the expense of decommissioning nuclear facilities and oversees the administration of the nuclear decommissioning trusts.  The Committee also monitors and receives periodic reports concerning the investment performance of the trusts under the pension and post-retirement welfare plans and the investment options under the savings plans.

 

 
Finance and Risk Committee

Finance and Risk Committee Charter [PDF, 212 KB]The charter covers the organization, basic function and purpose, and responsibilities of the Finance and Risk Committee. PDFPDFs require software like the Adobe Acrobat Reader to be viewed properly.

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The Finance and Risk Committee assists the Exelon Board of Directors and the boards of directors of Exelon's subsidiaries in assessing, monitoring and controlling risk. The Committee makes recommendations to the Board of Directors and the Audit Committee on risk management policy, and the Committee oversees Company-wide risk management policies, programs and procedures, including insurance programs and policies on risk associated with marketing and trading energy and energy-related products. The Commitee also monitors the financial condition, capital structure, financing plans and programs, dividend policy, treasury policies, and liquidity and related financial risks of Exelon and its major subsidiaries.  The Committe also oversees or approves the capital management and planning process, including capital investments, acquisitions and divestitures.

Stephen D. Steinour, Finance and Risk Committee Chair, Independent Director Anthony K. Anderson, Independent Director  Ann C. Berzin, Independent Director Yves C. de Balmann, Independent Director Nicholas DeBenedictis, Independent Director Judge Nelson A. Diaz, Independent Director Paul L. Joskow, Ph.D., Independent DirectorAdmiral Richard W. Mies, Independent Director 

 
Committees