ComEd 2006 Annual Report Download - page 334

Chief Operating Officer, Nuclear Generation Group of ComEd from August 2000 through October
2000. President and Chief Operating Officer of South Carolina Electric and Gas from 1995 through
August 2000.
Audit Committee
PECO is a controlled subsidiary of Exelon and does not have a separate audit committee. Instead,
that function is fulfilled by the audit committee of the Exelon board of directors. See discussion of
Exelon’s audit committee to be incorporated by reference to the 2007 Exelon Proxy Statement.
Code of Ethics
Exelon’s Code of Business Conduct is the code of ethics that applies to PECO’s Chief Executive
Officer, Chief Financial Officer, Corporate Controller, and other finance organization employees. See
discussion of Exelon’s Code of Ethics above.
If any substantive amendments to the Code of Business Conduct are made or any waivers are
granted, including any implicit waiver, from a provision of the Code of Business Conduct, to its Chief
Executive Officer, Chief Financial Officer or Corporate Controller, PECO will disclose the nature of
such amendment or waiver on Exelon’s website, www.exeloncorp.com, or in a report on Form 8-K.
ITEM 11. EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Objectives of the Compensation Program
The compensation committee reviews, administers and oversees executive compensation and
employee benefit plans and programs, including annual and long-term incentives and executive
compensation policies. The compensation committee makes recommendations to the independent
directors regarding the compensation of the chairman and Chief Executive Officer (CEO), the president
(if different from the CEO) and executive vice presidents. The compensation committee acts pursuant
to a charter that has been approved by our board of directors. The charter is posted on Exelon’s
website, www.exeloncorp.com, select the Investor Relations page and the Corporate Governance tab.
The committee uses the services of a compensation consultant, Towers Perrin, which reports directly
to the compensation committee.
The compensation committee has designed Exelon’s executive compensation program to attract
and retain outstanding executives. The compensation programs are designed to motivate and reward
senior management for achieving financial, operational and strategic success consistent with Exelon’s
goal of being the best group of electric generation and electric and gas delivery companies in the
country, thereby building value for shareholders. Exelon’s compensation program has three principles,
as described below:
1. A substantial portion of compensation should be performance-based.
The compensation committee has adopted a pay-for-performance philosophy, which places an
emphasis on pay-at-risk. Exelon’s compensation program is designed to reward superior performance,
that is, meeting or exceeding financial and operational goals set by the compensation committee.
When excellent performance is achieved, pay will increase. Failure to achieve the target goals
established by the compensation committee will result in lower pay. There are pay-for-performance
features in both cash and equity-based compensation. Mr. Rowe, the chairman, president and CEO,
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