Standing Committees of the Boards of Directors

Audit Committees (PG&E Corporation and Pacific Gas and Electric Company)

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Review financial and accounting practices, internal controls, external and internal auditing programs, business ethics, and compliance with laws, regulations, and policies that may have a material impact on the Consolidated Financial Statements. Satisfy themselves as to the independence and competence of the independent public accountants, select and appoint the firm of independent public accountants to audit PG&E Corporation’s and Pacific Gas and Electric Company’s accounts, and pre-approve all audit and non-audit services provided by the independent public accountants.

Forrest E. Miller, Chair
Lewis Chew
Maryellen C. Herringer
Richard C. Kelly
Eric D. Mullins

Compensation Committee (PG&E Corporation)

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Reviews employment, compensation, and benefits policies and practices, Board of Directors compensation, and long-range planning for officer development and succession.

Barry Lawson Williams, Chair
Maryellen Herringer
Forrest E. Miller
Rosendo G. Parra
Barbara L. Rambo

Compliance and Public Policy Committee (PG&E Corporation)

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Reviews public policy issues that could significantly affect the interests of customers, shareholders, or employees, policies and practices with respect to those issues, and significant societal, governmental, and environmental trends and issues that may affect the operations of PG&E Corporation, Pacific Gas and Electric Company, or their respective subsidiaries.

Lewis Chew, Chair
Roger H. Kimmel
Richard A. Meserve
Anne Shen Smith

Executive Committees (PG&E Corporation and Pacific Gas and Electric Company)

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Subject to certain limits, may exercise the powers and perform the duties of the Boards of Directors.

Anthony F. Earley Jr., Chair
Lewis Chew
Maryellen C. Herringer
Richard A. Meserve
Forrest E. Miller
Barbara L. Rambo
Barry Lawson Williams

Finance Committee (PG&E Corporation)

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Reviews financial and capital investment policies and objectives and specific actions required to achieve those objectives, long-term financial and investment plans and strategies, annual financial plans, dividend policy, short-term and long-term financing plans, proposed capital expenditures, proposed divestitures, major commercial and investment banking, financial consulting, and other financial relations, and risk management activities. Annually reviews a five-year financial plan that incorporates PG&E Corporation’s business strategy goals, as well as an annual budget that reflects elements of the approved five-year plan.

Barbara L. Rambo, Chair
Fred J. Fowler
Roger H. Kimmel
Anne Shen Smith
Barry Lawson Williams

Nominating and Governance Committee (PG&E Corporation)

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Recommends candidates for nomination as directors and reviews the composition and performance of the Boards of Directors. Reviews corporate governance matters, including the Corporate Governance Guidelines of PG&E Corporation and Pacific Gas and Electric Company.

Maryellen C. Herringer, Chair
Richard C. Kelly
Roger H. Kimmel
Richard A. Meserve
Rosendo G. Parra
Barbara L. Rambo

Nuclear, Operations, and Safety Committee (PG&E Corporation)

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Reviews significant public and employee safety, operational performance, and compliance issues relating to utility operations and facilities (nuclear, generation, and gas and electric transmission and distribution), and risk management policies and practices related to such operations and facilities.

Richard A. Meserve, Chair
Fred J. Fowler
Richard C. Kelly
Rosendo G. Parra
Anne Shen Smith