Corporate Governance
With respect to investments where we do not operate or control the related entity or operations, we
closely monitor these investments and mitigate risk by carefully selecting our business partners. In addition, we may have representation on the entitys governing body, or we may negotiate contractual protections such as limiting our
liability, having independent audit rights or prohibiting certain actions without our consent; or we may utilize a combination thereof.
The risks inherent in our
businesses, which primarily involve utilities, the generation of energy, the development of liquefied natural gas (LNG) liquefaction facilities, construction of pipelines in the United States and Mexico and liquid fuels storage terminals in Mexico,
and transmission of natural gas and liquefied petroleum gas (LPG) through pipelines, are periodically reviewed by our board and the appropriate board committees. In addition, a review of Sempra Energys major risks and mitigation strategies is
presented to the full board annually.
Board and Management Approach to Sustainability
The board takes an active role in providing oversight of
sustainability through its Environmental, Health, Safety and Technology Committee. This includes reviewing business strategies on safety and reliability, system modernization, and electrification and decarbonization, while overseeing efforts that
minimize the impact of company operations on the environment. We rigorously track performance on environmental, social and governance-related topics and issues and incorporate many elements of sustainability into our risk management approach.
Our annual sustainability report includes companywide and subsidiary goals and results in the areas of emissions reduction, renewable energy, energy efficiency, water
use, employee and public safety, electric reliability, customer assistance programs, diversity and inclusion, employee engagement and community giving. We also publicly report detailed information annually on our greenhouse gas emissions and
climate-related risks and opportunities.
Succession Planning and Management Development
Our Compensation Committee oversees and regularly evaluates
leadership succession planning practices and results. The committee reports annually to the Board of Directors on succession planning, including policies and principles for executive officer selection. In connection with this review and Ms.
Reeds announced retirement as President and Chief Executive Officer effective May 1, 2018, and as Chairman and a director effective December 1, 2018, the board appointed Jeffrey W. Martin, who currently is serving as Executive Vice President
and Chief Financial Officer, as Chief Executive Officer, and Joseph A. Householder, who currently is serving as Corporate Group PresidentInfrastructure Businesses, as President, in each case effective May 1, 2018.
Review of Related Person Transactions
SEC rules require us to disclose certain transactions involving more than $120,000 in which we are a participant and any of our directors, nominees as directors or
executive officers, or any member of their immediate families, has or will have a direct or indirect material interest. The charter of our Corporate Governance Committee requires the committee to review and approve or ratify any such related
person transaction that is required to be disclosed. In accordance with its charter, the Corporate Governance Committee reviewed and approved a transaction with Bicker, Castillo & Fairbanks disclosed on page 18 of this proxy
statement. Gwyn Bicker, a named partner of Bicker, Castillo & Fairbanks, is the sister-in-law of Jeffrey W. Martin. There have been no other transactions or proposed transactions requiring such review during 2017 or 2018 through the date of the
mailing of this proxy statement.
Director Orientation and Education Programs
Every new director participates in an orientation program and
receives materials and briefings to acquaint him or her with our business, industry, management and corporate governance policies and practices. Continuing education is provided for all directors through board materials and presentations,
discussions with management, visits to corporate facilities and other sources. Several directors, at the companys expense, also attend third-party offered education courses and participate in the National Association of Corporate Directors
(NACD), of which the company is a member.
Board Access to Senior Management, Independent Accountants and Counsel
Directors have complete access to our senior management and other
employees, as well as to our independent registered public accounting firm. They also have complete access to counsel, advisors and experts of their choice with respect to any issues relating to the boards discharge of its duties.
Retirement Policy
In accordance with our Corporate Governance Guidelines, directors should not stand for election after attaining the age of 75.
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Sempra Energy
2018 Proxy Statement
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