Good corporate governance and risk oversight promotes well-informed, effective decision-making and ensures that Dominion Energy remains a reliable steward of the resources in our care and a trusted partner to our customers and communities.
For Dominion Energy, governance extends beyond the top of the organizational chart. Governance encompasses the manner in which we operate, including the management of risk.
Dominion Energy’s experienced, engaged and diverse Board of Directors oversees the company’s management and direction and is led by our Chair and an active, independent Lead Director with robust and well-defined duties. The Board has a fiduciary duty to uphold business and investor interests, including ESG concerns. Accordingly, our Board of Directors has oversight of the company’s environmental performance and sustainability initiatives, along with our long-term growth strategy.
The Board of Directors operates through five committees: Audit, Compensation and Talent Development (CTD), Finance and Risk Oversight, Nominating and Governance, and Sustainability and Corporate Responsibility. The Board formed its SCR Committee in 2018 and in 2021 separated its former Compensation, Governance and Nominating Committee into two committees — Compensation and Talent Development and Nominating and Governance — in its ongoing effort to incorporate governance best practices. After considering trends in executive compensation best practices and shareholder feedback, the CTD Committee approved changes to the 2022 long-term incentive plan (LTIP) program designed to increase emphasis on the performance component of the program and to incentivize officers to achieve the company’s long-term earnings goals and its goal to reduce carbon emissions. These changes include increasing the weighting of the performance grant to 60% of the total LTIP award, replacing the return on invested capital (ROIC) goal with a long-term earnings per share (EPS) goal, and adding a new goal (10% of the performance grant) tied to increasing the company’s long-term non-carbon generation capacity.
In 2021, the Board of Directors and its committees discussed ESG matters including:
- The company’s sustainability commitments and performance;
- Investor expectations regarding Board oversight of climate-related matters, which included a presentation to the Board by one of the company’s largest institutional investors;
- The company’s Scope 3 emissions;
- The company’s TCFD-aligned Climate Report with 1.5-degree scenario modeling;
- The company’s current initiatives and strategy with respect to human capital, including employee recruitment, retention, and development; and
- The company’s ongoing response and actions with respect to COVID-19, including workplace reintegration.
On July 20, 2022, Dominion Energy’s Board of Directors elected technology and cybersecurity leader Kristin G. Lovejoy to serve as a director, effective August 1, 2022. Lovejoy serves as Global Security and Resilience Practice Leader for Kyndryl Inc., an IT infrastructure provider. Lovejoy’s addition brought the size of Dominion Energy’s Board to 13, further strengthening the Board’s expertise in security, risk management, compliance, and governance.
For more about our Board and its operations, see our latest Proxy Statement, available hereopens in a new window.
Sustainability and Corporate Responsibility Committee
The SCR Committee is composed of independent directors who oversee the company’s performance as a sustainable organization and responsible corporate citizen. This includes oversight of strategies, activities, and policies regarding environmental sustainability, climate strategy, corporate social responsibility, and public issues of significance that might affect company stakeholders — including shareholders, employees, customers, and the communities where the company operates. ESG matters were discussed at each of the SCR Committee’s meetings in 2021.
Effective management of the company’s strategy and operations starts with the CEO and the senior leadership team, which consists of six senior officers who report to the CEO. Together, they develop and oversee the company’s sustainability strategy and initiatives.
The senior leadership team carries out oversight of climate strategy3 through a Climate Council — composed of the CEO, the CEO’s leadership team, and operating unit presidents — which develops and oversees sustainability strategy and initiatives and reviews the company’s sustainability commitments and performance (meets quarterly). Climate working groups and strategy teams composed of various combinations of senior leaders, subject-matter experts and business-unit advisors manage key initiatives at the Council’s direction, support the Council on achieving climate goals and evaluate policy and technology developments in clean energy.
Dominion Energy’s Board of Directors oversees our long-term strategy and the various risks the company faces, including climate-related risk. The Board believes the company’s interests are advanced by responsibly addressing these risks, whether they are operational, financial, regulatory, environmental, or strategic in nature.
While the Board and its committees oversee risk policies, company management is responsible for executing them. The company has robust enterprise risk management (ERM) processes embedded throughout the organization. We identify and assess, at least annually, major risks and mitigation strategies at the corporate level and for each of our key operating segments and report those findings to the Board. We are committed to discussing our approach to risk management in our external reporting, including our SEC filings and our most recent Climate Reportopens in a new window.
We recognize cyber threats as a key risk for our company and our industry. To minimize that risk, we employ an extensive system of rigorous security protocols, overseen by experts responsible for protecting against cyberattacks. We deploy cybersecurity controls using a defense-in-depth approach, strengthening our posture to identify and prevent external attacks as well as insider threats. We revise the cybersecurity strategic plan at least annually and provide status updates and performance metrics to the Board of Directors and senior leadership.
We maintain industry-leading relationships with government agencies, trade groups, and other energy sector elements — including the Federal Bureau of Investigation (FBI), the Department of Homeland Security (DHS), and the Electricity Information Sharing and Analysis Center (E-ISAC) — to obtain actionable intelligence information, mitigate threats, close gaps, and identify vulnerabilities, and to help assess the overall security posture of the organization. These partnerships are instrumental components of our cybersecurity program to ensure that information and critical infrastructure remain protected.