Progress Energy 2009 Annual Report Download - page 152

PROXY STATEMENT
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In keeping with the Board’s commitment to sound corporate governance, we have adopted a comprehensive
written Code of Ethics that incorporates an effective reporting and enforcement mechanism. The Code of Ethics
is applicable to all of our employees, including our Chief Executive Officer, our Chief Financial Officer and our
Controller. The Board has adopted the Company’s Code of Ethics as its own standard. Board members, our officers
and our employees certify their compliance with our Code of Ethics on an annual basis.
Our Governance Guidelines and Code of Ethics are posted on our Internet Web site and can be accessed at
www.progress-energy.com/investor.
DIRECTOR INDEPENDENCE
The Board of Directors has determined that the following current members of the Board are independent, as
that term is defined under the general independence standards contained in the listing standards of the NYSE:
John D. Baker II E. Marie McKee
James E. Bostic, Jr. John H. Mullin, III
Harris E. DeLoach, Jr. Charles W. Pryor, Jr.
James B. Hyler, Jr. Carlos A. Saladrigas
Robert W. Jones Theresa M. Stone
W. Steven Jones Alfred C. Tollison, Jr.
Melquiades R. “Mel” Martinez
Additionally, the Board of Directors has determined that David L. Burner, who served as a member of the
Board during a portion of 2009, was independent as that term is defined under the general independence standards
contained in the NYSE’s listing standards. In addition to considering the NYSE’s general independence standards,
the Board has adopted categorical standards to assist it in making determinations of independence. The Board’s
categorical independence standards are outlined in our Governance Guidelines. The Governance Guidelines are
available on our Internet Web site and can be accessed at www.progress-energy.com/investor. All directors, former
directors and director nominees identified as independent in this Proxy Statement meet these categorical standards.
In determining that the individuals named above are or were independent directors, the Governance
Committee considered their involvement in various ordinary course commercial transactions and relationships.
During 2009, Ms. McKee and Messrs. DeLoach and Mullin served as officers and/or directors of companies
that have been among the purchasers of the largest amounts of electric energy sold by PEC during the last three
preceding calendar years. Messrs. Baker, Mullin and Saladrigas served as officers and/or directors of companies
that purchase electric energy from PEF. Mr. Robert W. Jones was an employee of Morgan Stanley through May
2009. Morgan Stanley has provided a variety of investment banking services to us during the past several years;
however, Mr. Jones had no direct or indirect material interests or involvement in transactions between the Company
and Morgan Stanley. Mr. Jones is no longer a Morgan Stanley employee although his firm provides services to
Morgan Stanley. Mr. W. Steven Jones serves as a director of a communications technology company that provided
services to us in 2009. Mr. Baker currently serves as a director of Wells Fargo & Company and is a former director
of Wachovia Corporation. Both of these entities have been part of our core bank group and have provided a variety
of banking and investment services to us during the past several years. Mr. Pryor is a director of a company that
has affiliates that provide uranium enrichment services to PEC and PEF. Mr. Tollison is a former employee of PEC
and thus receives a modest pension from us. All of the described transactions were ordinary course commercial
transactions conducted at arm’s length and in compliance with the NYSE’s standards for director independence. In
addition, the Governance Committee considers the relationships our directors have with tax-exempt organizations
that receive contributions from the Company. The Governance Committee considered each of these transactions and
relationships and determined that none of them was material or affected the independence of the directors involved
under either the general independence standards contained in the NYSE’s listing standards or our categorical
independence standards.