GOVERNANCE

AUDIT COMMITTEE
The Audit Committee recommends to the Board of Directors the appointment of Duke Energy’s independent auditors; provides independent oversight for financial reporting and internal controls, the internal audit function and the independent auditors; determines the independence of auditors; and makes recommendations on audit matters and internal controls to the Board of Directors.

COMPENSATION COMMITTEE
The Compensation Committee sets the salaries and other compensation of all executive officers of Duke Energy, except the chairman of the board and chief executive officer. This committee makes recommendations to the Board of Directors regarding the chairman and CEO’s salary and other compensation, without his presence or participation. The committee also makes recommendations to the Board of Directors on compensation for outside directors.

CORPORATE GOVERNANCE COMMITTEE
The Corporate Governance Committee considers matters related to corporate governance, and formulates and periodically revises governance principles. It recommends the size and composition of the Board of Directors, within the limits of the Articles of Incorporation and By-Laws, and recommends potential successors to the chief executive officer. This committee also considers nominees recommended by shareholders for the Board of Directors.

FINANCE AND RISK MANAGEMENT COMMITTEE
The Finance and Risk Management Committee reviews Duke Energy’s financial and fiscal affairs, and makes recommendations to the Board of Directors regarding dividends, financing and fiscal policies. It reviews the financial exposure of Duke Energy as well as mitigating strategies, and determines whether actions taken by management with respect to financial matters are consistent with internal controls approved by the Audit Committee.

Complete Committee Charters, as well as Duke Energy’s Principles for Corporate Governance and Code of Business Ethics, are available in the Investors section of our Web site under Corporate Information.