The Board of Directors

Committees

 Our committees work together to focus on key areas of our operations.

The Corporate Governance and Nominating Committee


Members are responsible for determining the size and composition of the Board and committees, and recommending candidates to fill vacancies. They make recommendations to the Board about the compensation of Board members as well as other corporate governance matters, including Board independence criteria, determinations, and corporate governance guidelines.

The Environment, Health and Safety Committee


Members advise the company's management on corporate environment, health, and safety policies, and review compliance with environment, health, and safety laws and regulations. They recommend actions to promote sound planning by the company to protect health, safety, and the environment.

The Executive Committee


Members may exercise all the powers vested in the Board during intervals between meetings, except for certain specified matters.

The Finance Committee


Members review and make recommendations to the Board about the company's financial condition and policies, its dividend policy, bank credit arrangements, financings, investments, capital and operating budgets, major contracts and real estate transactions, and litigation and other financial matters, as well as review financial forecasts.

The Management Development and Compensation Committee


Members report and make recommendations to the Board about officer and senior management appointments and compensation. They also make incentive compensation awards to officers participating in Con Edison's Long Term Incentive Plan, and Con Edison of New York's Executive Incentive Plan, subject to confirmation by the Board, and they administer Con Edison's 1996 Stock Option Plan.

They also review and recommend orderly succession and transition for company executives, and consider the company’s recruitment efforts to attract a diverse workforce.  Members also oversee the company’s compliance with the Employment Retirement Income Security Act of 1974 (ERISA), and review and recommend benefit plans and plan amendments. They select plan trustees and the policies and contributions to fund the plans, and they review plan performance.

The Operations Oversight Committee


Members oversee the company’s efforts relating to the company’s operating systems.

Corporate Governance and Nominating Committee

Environment, Health and Safety Committee

Executive Committee

Finance Committee

Management Development and Compensation Committee

Operations Oversight Committee

Vincent A. Calarco Non-Executive Chairman of Newmont Mining Corporation, Denver, Colorado

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George Campbell, Jr. Non-Executive Chairman of the Webb Institute, Glen Cove, New York

X

X

Chair

X

Michael J. Del Giudice Corporate Governance and Nominating Committee Chair and Lead Director, Founder, and Senior Managing Director, Millennium Capital Markets LLC, New York, New York

Chair and Lead Director

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X

Ellen V. Futter Environment, Health and Safety Committee Chair President, American Museum of Natural History, New York, New York

Chair

X

John F. Killian Former Executive Vice President and Chief Financial Officer, Verizon Communications Inc., New York, New York

X

X

John McAvoy Executive Committee Chair

Chair

Armando J. Olivera Former President and Chief Executive Officer, Florida Power & Light Company, Juno Beach, Florida

X

X

X

Michael W. Ranger Operations Oversight Committee Chair

X

Chair

Linda S. Sanford Former Senior Vice President, Enterprise Transformation, International Business Machines Corporation, Armonk, New York

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X

X

L. Frederick Sutherland Former Senior Advisor to the Chief Executive Officer andFormer Executive Vice President and Chief Financial Officer, Aramark Corporation, Philadelphia, Pennsylvania

Chair

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