Progress Energy 2009 Annual Report Download - page 156

PROXY STATEMENT
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Compensation Committee Interlocks and Insider Participation
None of the directors who served as members of the Compensation Committee during 2009 was our
employee or former employee and none of them had any relationship requiring disclosure under Item 404 of
Regulation S-K. During 2009, none of our executive officers served on the compensation committee (or equivalent),
or the board of directors of another entity whose executive officer(s) served on our Compensation Committee or
Board of Directors.
DIRECTOR NOMINATING PROCESS AND COMMUNICATIONS
WITH BOARD OF DIRECTORS
Governance Committee
The Governance Committee performs the functions of a nominating committee. The Governance
Committee’s Charter describes its responsibilities, including recommending criteria for membership on the Board,
reviewing qualifications of candidates and recommending to the Board nominees for election to the Board. As noted
above, the Governance Guidelines contain information concerning the Committee’s responsibilities with respect
to reviewing with the Board on an annual basis the qualification standards for Board membership and identifying,
screening and recommending potential directors to the Board. All members of the Governance Committee are
independent as defined under the general independence standards of the NYSE’s listing standards. Additionally, the
Governance Guidelines require that all members of the Governance Committee be independent.
Director Candidate Recommendations and Nominations by Shareholders
Shareholders should submit any director candidate recommendations in writing in accordance with
the method described under “Communications with the Board of Directors” below. Any director candidate
recommendation that is submitted by one of our shareholders to the Governance Committee will be acknowledged,
in writing, by the Corporate Secretary. The recommendation will be promptly forwarded to the Chair of the
Governance Committee, who will place consideration of the recommendation on the agenda for the Governance
Committee’s regular December meeting. The Governance Committee will discuss candidates recommended by
shareholders at its December meeting and present information regarding such candidates, along with the Governance
Committee’s recommendation regarding each candidate, to the full Board for consideration. The full Board will
determine whether it will nominate a particular candidate for election to the Board.
Additionally, in accordance with Section 11 of our By-Laws, any shareholder of record entitled to vote for
the election of directors at the applicable meeting of shareholders may nominate persons for election to the Board of
Directors if that shareholder complies with the notice procedure set forth in the By-Laws and summarized in “Future
Shareholder Proposals” below.
Governance Committee Process for Identifying and Evaluating Director Candidates
The Governance Committee evaluates all director candidates, including those nominated or recommended
by shareholders, in accordance with the Board’s qualification standards, which are described in the Governance
Guidelines. The Committee evaluates each candidate’s qualifications and assesses them against the perceived needs
of the Board. Qualification standards for all Board members include: integrity; sound judgment; independence
as defined under the general independence standards contained in the NYSE listing standards and the categorical
standards adopted by the Board; financial acumen; strategic thinking; ability to work effectively as a team member;
demonstrated leadership and excellence in a chosen field of endeavor; experience in a field of business; professional
or other activities that bear a relationship to our mission and operations; appreciation of the business and social
environment in which we operate; an understanding of our responsibilities to shareholders, employees, customers
and the communities we serve; and service on other boards of directors that would not detract from service on our
Board.