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Governance, Commitments and Engagement





Governance structure

NRG’s board of directors is responsible for directing and providing oversight of the management of the Company’s business in the best interests of the shareholders and consistent with good corporate citizenship practices. In carrying out its responsibilities, the board selects and monitors top management, provides oversight for financial reporting and legal compliance, determines the Company’s governance principles, and implements its governance policies. The board, together with management, is responsible for establishing the firm's operating values and Code of Conduct and for setting strategic direction and priorities. For more information, see NRG's Corporate Governance Guidelines.


Chairman of the Board

Mr. Cosgrove has served as non-executive Chairman of the Board and a director of NRG since Dec. 2003.


Independence of the Board and number of board meetings in 2011

As of Dec. 31, 2011, the NRG Board of Directors consisted of 14 members, including one non-executive chairman (Mr. Cosgrove), 11 independent directors, and two non-independent directors (Mr. Crane, the Chief Executive Officer, and Mr. Hobby, whose sister-in-law is a Partner at the Company’s independent audit firm).

There were 8 Board meetings in 2011.


Mechanisms for shareholders and employees to provide recommendations or direction to the highest governance body.

Shareholders and employees can communicate with the Board and senior executives in a variety of ways. Shareholders and other interested parties may communicate with the Board by writing to the Corporate Secretary, NRG Energy, Inc., 211 Carnegie Center, Princeton, N.J. Employees are able to question senior staff during quarterly town hall meetings, where executives including the CEO share the status of the financial, operational and environmental performance of the Company.


Linkage of performance and executive compensation

See pages 42-58 of NRG's Form DEF 14 Proxy Statement published on 03/13/12.


Avoiding conflicts of interest

NRG's Code of Conduct addresses conflicts of interests.


Process for determining the composition, qualifications and expertise of the members of the highest governance body and its committees, including any consideration of gender and other indicators of diversity.

See "Size, Compensation and Membership Criteria" on pages 1 and 2 of the NRG Corporate Governance Guidelines and pages 12-14 of NRG's Form DEF 14 Proxy Statement published on 03.12.12.


Corporate mission and values

NRG's mission is to become the premier energy company of the 21st century for the benefit of our customers, our Company and our country.
At NRG, our Core Values provide a framework for all strategies, decisions and behavior. They are the standards by which we STRIVE to conduct our daily business, work with one another and interact within our communities.


Procedures of the highest governance body for overseeing the organization's identification and management of economic, environmental, and social performance, including relevant risks and opportunities, and adherence or compliance with internationally agreed standards, codes of conduct, and principles.

See page 8 of NRG's Form DEF 14 Proxy Statement published on 03/13/12.


Performance evaluation of the Board

The Board and each of its committees conduct annual self-evaluations to assess their effectiveness. Individual directors are also evaluated by the Board. In connection with its self-evaluation, each committee reviews its charter. The Governance and Nominating Committee coordinates the Board’s self-evaluation.


Explanation of whether and how the precautionary approach or principle is addressed by the organization.

Risks are assessed by NRG's Risk department and by department heads without specific reference to the precautionary principle.


Externally developed economic, environmental, and social charters, principles, or other initiatives to which the organization subscribes or endorses.

Since 2008, NRG has been a member of the Electrification Coalition that issued the Electrification Roadmap in 2009. The Roadmap serves as a public policy guide to transforming the U.S. transportation system into one that accommodates and supports electric vehicles.

NRG is an active member of the National Climate Coalition (NCC), a multi-sector industry organization focused on devising positive templates for how U.S. Environmental Protection Agency regulation of GHGs could be achieved in the least burdensome, most cost-effective manner. As part of NCC, NRG signed on to principles to inform the EPA on how to set new source performance standards for greenhouse gases under Section 111(d) of the Clean Air Act.

Since 2007, NRG has been a member of the U.S. Climate Action Partnership (USCAP), a group of businesses and leading environmental organizations that have come together to call on the federal government to quickly enact strong national legislation to require significant reductions of greenhouse gas emissions. In 2009, NRG, along with other USCAP members, signed on to “A Blueprint for Legislative Action,” a framework for national climate change legislation.



  • Agua Hedionda Lagoon Foundation
  • American Council on Renewable Energy
  • Association of Electric Companies of Texas
  • Boys and Girls Club of Carlsbad
  • Business Environmental Leadership Council (BELC) of the Center for Energy and
  • Environment Solutions (C2ES)
  • California Council for Environmental and Economic Balance
  • California Foundation on the Environment and the Economy
  • Center for Energy Efficiency and Renewable Technology
  • City of El Segundo Sustainable Community Initiative (in conjunction with CA Center for Sustainable Energy)
  • Clean Coal Technology Foundation of Texas
  • Clean Energy Group
  • Climate Action Reserve
  • Coal Utilization Research Council
  • Electric Drive Transportation Association
  • Electric Power Supply Association
  • Electric Power Research Institute
  • Electrification Coalition
  • Galveston Bay Foundation
  • Gulf Coast Power Association
  • Harbor Association of Industry and Commerce
  • Heal the Bay (Santa Monica Bay)
  • Independent Energy Producers of California
  • Independent Power Producers of New York
  • Industrial Environmental Association
  • LA Conservation Corps The SEA Lab
  • Large Scale Solar Association
  • National Climate Coalition
  • New England Power Generators Association
  • PJM Power Providers
  • Plug-In-Texas
  • Semper Fi Wounded Warriors Foundation
  • Solar Energy Industries Association
  • Texas Competitive Power Advocates
  • Texas Renewable Energy Industry Association
  • Third Way
  • US Partnership for Renewable Energy Finance
  • Womens's Energy Network
  • Western Power Trading Forum


Stakeholder groups

NRG Stakeholder Profile


Stakeholder identification and selection

NRG Stakeholder Profile


Stakeholder engagement

NRG believes that regular two-way engagement with stakeholders is a fundamental part of good business. Different groups at NRG are accountable for outreach, dialog and providing feedback to the business. See the NRG Stakeholder Profile which identifies various stakeholders and the groups within NRG that manage their engagement. Surveys, focus groups and open dialog are used to determine which issues are most important. We marry these with our own values and business goals. 


Use of stakeholder engagement

Since the permitting process began for NRG's Astoria Repowering project in New York City, NRG has worked closely with the Astoria community throughout the DEC permitting process to address the community’s concerns about air emissions, traffic and jobs. Based on input from the community, for example, NRG committed to reduce emissions at the existing site, retire existing generation and to use barges during construction to minimize the impact on road traffic. It was this collaborative effort between the community and NRG that has created a project with no opposition and significant support (the Astoria Community Board issued a letter in support of the project; and local environmental groups including Citizens Helping Organize a Kleaner Environment and the National Resource Defense Council support the project).



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