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

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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.

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.

• John M. Palms, Ph.D., Audit Committee Chair, Independent Director
• John A. Canning, Jr., Independent Director
• Sue Ling Gin, 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 Committee

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Compensation Committee Charter [PDF, 292 KB]The charter covers the organization, basic function and purpose, and responsibilities of the Compensation 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.

The Compensation 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.

• Rosemarie B. Greco, Compensation Committee Chair, Independent Director
• John A. Canning, Jr., Independent Director
• M. Walter D’Alessio, Independent Director
• William C. Richardson, Ph.D., Independent Director
• Stephen D. Steinour, Independent Director

 

Corporate Governance Committee

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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.

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. The Committee also oversees succession planning, and diversity.

• M. Walter D'Alessio, Corporate Governance Committee Chair, Presiding Director, Independent Director
• Nicholas DeBenedictis, Independent Director
• Sue Ling Gin, Independent Director
• Rosemarie B. Greco, Independent Director
• John M. Palms, Ph.D., Independent Director
• William C. Richardson, Ph.D., Independent Director
• John W. Rogers, Jr., Independent Director

 

Energy Delivery Oversight Committee

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Energy Delivery Oversight Committee Charter [PDF, 134 KB]The charter covers the organization, basic function and purpose, and responsibilities of the Energy Delivery Oversight Committee. PDFPDFs require software like the Adobe Acrobat Reader to be viewed properly.

The Energy Delivery Oversight Committee assists Exelon’s utility operating subsidiaries in fulfilling their responsibilities to oversee the safe, reliable and cost effective delivery of energy and related differentiated products and services to consumers. The Committee oversees the performance trends of the utilities, compared to benchmarks, and focuses on issues having cross-utility impact or opportunities for sharing best practices and lessons learned. The Committee also reviews issues having significant impact on utility capital budgets and resource adequacy to meet utility service obligations.

• Nicholas DeBenedictis, Energy Delivery Oversight Committee Chair, Independent Director
• Judge Nelson A. Diaz, Independent Director
• Rosemarie B. Greco, Independent Director
• Paul Joskow, Ph.D., Independent Director
• Thomas J. Ridge, Independent Director
• Donald Thompson, Independent Director

 

Generation Oversight Committee

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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.

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.

• Admiral Richard W. Mies, Generation Oversight Committee Chair, Independent Director
• John M. Palms, Ph.D., Independent Director
• Nicholas DeBenedictis, Independent Director
• Judge Nelson A. Diaz, Independent Director

 

Risk Oversight Committee

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

The Risk Oversight 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. In addition, the Committee is responsible for appointing, monitoring and removing fiduciaries for the management and investment of assets held in trust under employee benefit plans.

• Sue Ling Gin, Risk Oversight Committee Chair, Independent Director
• Judge Nelson A. Diaz, Independent Director
• Paul L. Joskow, Ph.D., Independent Director
• Admiral Richard W. Mies, Independent Director
• John M. Palms, Ph.D., Independent Director
• William C. Richardson, Ph.D., Independent Director
• Thomas J. Ridge, Independent Director
• John W. Rogers, Jr., Independent Director

 

Committee Memberships

Legend: C – Chairperson M - Member