BOARD STRUCTURE AND OVERSIGHT RESPONSIBILITIES
Our Board of Directors provides oversight and guidance to help FirstEnergy execute its business strategy and fulfill the company’s mission to make customers’ lives brighter, the environment better and our communities stronger. As part of that effort, the Board also provides oversight and guidance on employee, environmental, social and governance topics significant to the company while ensuring our business strategy, goals and decision making reflect and align with our corporate responsibility priorities. In addition, the Board also collaborates with our management team to keep integrity central to everything we do, drive accountability across the company and increase transparency with our stakeholders.
The Board, through the Compensation Committee, also oversees our executive compensation program, including compensation based on Key Performance Indicators (KPIs) tied to finances, operations, safety and diversity, equity and inclusion. Information on that program can be found in our Proxy Statement.
The Board adheres to the requirements of FirstEnergy’s Code of Conduct, The Power of Integrity, and abides by our Corporate Governance Policies, which – together with the Board committee charters – serve as a framework for meeting its duties and responsibilities with respect to the governance of the company. This framework also addresses organizational changes to the Board should they occur in the future.
The Board has five standing committees, each of which solely comprise independent directors where required by our corporate governance policies, the New York Stock Exchange listing standards and applicable Securities and Exchange Commission rules. Each committee has clear roles and oversight responsibilities as shown below.
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Board of Directors |
The Board is subject to the Code of Conduct, Corporate Governance Policies, and the Third Amended and Restated Code of Regulations (“COR”). |
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Audit Committee |
See full responsibilities included in the Audit Committee Charter |
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Compensation Committee |
See full responsibilities included in the Compensation Committee Charter |
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Governance, Corporate Responsibility and Political Oversight Committee |
See full responsibilities included in the |
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Finance Committee |
See full responsibilities included in the |
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Operations and Safety Oversight Committee |
See full responsibilities included in the |
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Please see our Board of Directors page for additional details, including biographical information and expanded oversight responsibilities.
Our Board of Directors comprises 50% diverse members by race, ethnicity and gender combined.
In addition, because director expertise and subject matter fluency is central to a high-functioning board of directors with strong oversight processes, the Governance, Corporate Responsibility and Political Oversight Committee also considers differences in professional experience, education and other individual skills, qualities, and attributes in its nominee decision-making process.
For information on our current directors' attributes, experience, qualifications and skills, please view the skills matrix provided in our Proxy Statement.
ETHICS AND INTEGRITY
FirstEnergy and its Board are committed to upholding high standards for ethics and integrity – the cornerstones of effective corporate governance. This requires every leader to set the right tone at the top, creating an environment where ethics and compliance are embedded in daily work practices, transparent communication is prioritized and employees feel empowered to speak up and are expected to act in accordance with our core values.
Our Board is working in lockstep with the company’s management team to help ensure a culture of ethics and integrity at FirstEnergy. Please visit the Ethics and Compliance page for details on our company’s larger efforts in this area, and see the Proxy Statement for previous steps the Board has taken to support a culture of ethics and integrity.
BOARD REPRESENTATION
At FirstEnergy, we're focused on creating a more diverse, equitable and inclusive company – and that includes the senior leadership and board levels. We believe that a diverse leadership team will make us a stronger company, enable us to innovate and broaden perspectives, serve our customers better and add value for all stakeholders. For those reasons, we seek to maintain a well-rounded and diverse board, including diverse board and committee leadership, that represents a wide breadth of experiences and perspectives.
SHAREHOLDER OUTREACH
FirstEnergy has a long history of meaningful, robust engagement with our shareholders. We believe consistent, transparent dialogue is essential to understand investor feedback on a broad range of issues and provides valuable insights for our Board, its committees, and our management team into investor perspectives and priorities.
In addition to our proactive shareholder engagement throughout the year focused on corporate governance and executive compensation matters, our management team participates in numerous investor conferences, and in both one-on-one and group meetings.
We periodically meet with institutional shareholders to discuss a variety of topics including:
- Our strategic vision.
- Board oversight of corporate governance, diversity, equity and inclusion, and our ethics and compliance program.
- Federal and state regulatory matters spanning our six-state service territory.
- Financial and operational performance.
- Executive compensation.
- Our political advocacy and lobbying practices, and their alignment with our climate goals.
- Our climate goals and strategies, clean energy transition and sustainable investments.
- Company culture.
Representatives who participated in these meetings over the past year have included Board members, our CEO and members of the management team from the Corporate Secretary, Finance, Human Resources and Investor Relations departments.