Governance Highlights
Director Independence
- Of the 13-member Board of Directors of NextEra Energy, 12 directors are independent. The CEO is the only management director.
- All members of board committees (other than the executive committee) are independent.
Board Leadership
- The Board has an independent lead director.
- The lead director has a clearly defined role and significant governance duties, including chairing regularly-scheduled executive sessions of independent directors.
Board Accountability
- All directors stand for election annually.
- In uncontested elections, directors must be elected by a majority of votes cast.
- The company has no supermajority vote requirements in its articles of incorporation.
- Shareholders holding 20% of the outstanding shares may call a special meeting.
- The company does not have a shareholder rights (also known as a "poison pill") plan.
Board Evaluation and Effectiveness
- NextEra Energy's Board committees and Board members engage in annual self-assessments.
- The independent directors annually evaluate the chairman and CEO.
Board Refreshment & Diversity
- The Board has a balance of new and experienced directors, with tenure of current directors averaging nine years.
- The Board added six new directors in the last eight years and has a specified retirement age for directors.
- Five of the 13 directors are women or ethnically diverse and the average age of directors is 65.
Director Engagement
- Each director attended the annual meeting of shareholders in 2019.
- Non-employee directors may not serve on more than four public company boards.
Clawback and Anti-Hedging Policies
- The company has a recoupment or clawback policy to recover certain executive pay.
- The company has a policy prohibiting short sales, hedging and margin accounts.
Share Ownership
- The CEO is required to hold shares equivalent to seven times base salary. All senior executives are required to hold shares equivalent to three times base salary.
- Non-employee directors are required to hold shares equivalent to seven times the cash portion of their annual retainer.
Proxy Access
- A shareholder, or group of up to 20 shareholders, owning 3% of the company's outstanding shares for the last three years may nominate candidates for the greater of two directorships or up to 20% of the current board membership.
The Board's Role in Risk Oversight
The NextEra Energy Board of Directors discharges its risk oversight responsibilities primarily through its committees, each of which reports its activities to the Board. The Board committees meet periodically with the company's senior management team to review the company's risk management practices and key findings.
Further, NextEra Energy's chief executive officer serves as the company's chief risk officer. In that capacity, the chief executive officer, together with other members of the company's senior management team, oversees the execution and monitoring of the company's risk management policies and procedures. NextEra Energy's management maintains a number of risk oversight committees that assess operational and financial risks throughout the company. NextEra Energy also has a Corporate Risk Management Committee, composed of senior executives, that assesses the company's strategic risks and the strategies employed to mitigate those risks.
Our Corporate Values and Code of Conduct
Underscoring all of our business practices at NextEra Energy are three simple core values:
- We are committed to excellence: By establishing high standards of quality, driving continuous improvement, making fact-based decisions, working safely, and holding ourselves accountable, we cultivate the expertise and passion to deliver the best for our shareholders, customers, employees and other stakeholders.
- We do the right thing: By acting with integrity and humility in everything we do, living up to our commitments, and being forthright and honest in our communications, we create an environment of openness and trust.
- We treat people with respect: By leading respectfully, promoting teamwork, building a diverse and inclusive team, and investing in development, we strengthen and engage our greatest asset: our people.
Integrity and ethical behavior are at the very foundation of who we are, what we do and how we do it. We expect all representatives of our company and our subsidiaries to act with the highest standards of personal and professional integrity, and to comply with all applicable laws, regulations and company policies. This is the reason we have three principal codes of conduct that embody these values and help ensure our values are upheld.
- All employees, officers and directors of NextEra Energy and its subsidiaries are expected to adhere to our Code of Business Conduct & Ethics. Each year, all employees are required to review the Code and certify compliance with it via an annual Code of Conduct required training session.
- Senior executives and financial officers also have to comply with our Code of Ethics for Senior Executive and Financial Officers.
- Suppliers must comply with our Supplier Code of Conduct and Ethics.
These three codes are a manifestation of our corporate values and apply to everyone who works for us either, directly or indirectly, or represents us.
Compensation Aligned with Sustainability
Senior executive compensation is tied directly to performance that drive long-term shareholder value. Our senior executive compensation program includes goals tied to sustainability, a variety of which have been included as compensation metrics since 2001. Current senior executive compensation metrics include:
Environment
Renewable energy – To maintain our position as the world’s leading renewables developer, compensation is tied to executing the approved wind and solar projects on schedule and on budget, as well as adding significant new wind and solar opportunities to our backlog to support future growth.
Environmental events – To support our commitment to the environment, metrics include achieving zero significant environmental violations across all of our businesses.
Social
Customer value proposition – To emphasize the delivery of an outstanding customer value proposition, compensation metrics include O&M costs per retail MWh, capital expenditures, service reliability and customer satisfaction scores. These metrics help ensure the delivery of low bills, high reliability, clean energy solutions and outstanding customer service.
Safety – Safety is always our highest priority. We include the number of OSHA recordable incidents in our compensation metrics to emphasize our focus on a ZeroToday! workplace.
Governance/Operations
Operational performance – To support continued delivery of clean energy to our customers, compensation metrics include availability metrics across the generation fleets.
Nuclear safety and reliability – To prioritize the highest levels of nuclear safety and reliability, compensation metrics include the nuclear fleet’s performance against industry-wide operating performance measures, as measured by a third party.