Integrity and Accountability in Governance

We’re committed to integrity and accountability in all aspects of our business, and our governance structure and business policies support that commitment.


HIGHLIGHTS
  • Of the 12-member Board of Directors of NextEra Energy, 11 directors are independent. The CEO is the only management director.
  • Our board has an independent lead director.
  • The independent directors meet in executive sessions after each regularly scheduled board meeting without management present. The lead director presides over these executive sessions. Board committees have executive sessions after regularly scheduled in-person committee meetings.
  • The company has rigorous share ownership requirements for both non-employee directors and executives, and prohibits short sales, hedging and margin accounts.
  • NextEra Energy does not have a shareholder rights plan.
  • The company has no supermajority vote requirements in its articles of incorporation.
  • Shareholders holding 20 percent of the outstanding shares may call a special meeting.
  • All directors stand for election annually.
  • Non-employee directors may not serve on more than four public company boards.
  • In uncontested elections, directors must be elected by a majority of votes cast.
  • NextEra Energy’s board committees engage in annual self-assessments and the board annually reviews its effectiveness.
  • Our board’s Governance and Nominating Committee engages in a continuous process of assessing whether current board members provide the mix of skills and experience needed by the Board. As a result of this process, five new members have joined the board since July 2012.
  • The company’s bylaws allow for shareholder proxy access nominees.


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 codes of business conduct that embody these values and ensure they are upheld.

  • For temporary employees to directors and officers who work for NextEra Energy and its subsidiaries, we have our Code of Business Conduct & Ethics. Each year, every NextEra Energy employee must review the Code and certify that they are in compliance with it.
  • Senior executives and financial officers also have to comply with our Code of Ethics for Senior Executive and Financial Officers.
  • Suppliers must adhere to our Supplier Code of Conduct and Ethics.

These three codes are a manifestation of our corporate values and encompass everyone who works for us either directly or indirectly, or represents us.