STOCKHOLDER ENGAGEMENT

The Company believes that good corporate governance includes proactive stockholder engagement as well as accepting invitations to discuss matters of interest to stockholders. The Company shared with the Board the feedback it received from institutional investors and stockholders following the 2016 proxy season on issues relating to disclosure practices, corporate governance, and environmental, health and safety matters. The Company’s engagement with institutional investors resulted in the Board’s adoption of proxy access, which enables the stockholders of the Company to include their own director nominees in the Company’s Proxy Statement and form of proxy along with candidates nominated by the Board, so long as they meet certain requirements, as set forth in the Company’sBy-laws. (See “The Board of Directors – Proxy Access” on page 15 and “Compensation Discussion and Analysis – Executive Summary – Stockholder Engagement and Say on Pay” on page 29 for additional information.)

BOARDKEY CORPORATE GOVERNANCE PRACTICES

Ten Directors are to be elected at the Annual Meeting to hold office until the next annual meeting and until their respective successors are elected and qualified. (See “Information About the Director Nominees” on pages 67 to 11.12.) Directors are permitted to stand for election until they reach the mandatory retirement age of 75. Of the Board members standing for election, John McAvoy is the only member who is an officer of the Company. All of the nominees were elected Directors at the last Annual Meeting.

The Corporate Governance and Nominating Committee recommends candidates for election orre-election to the Board and reviews the qualifications of possible Director candidates. When recommending to the Board the slate of Director nominees for election at the Annual Meeting, the Corporate Governance and Nominating Committee strives to maintain an appropriate balance of tenure, diversity, and skills on the Board. The Corporate Governance and Nominating Committee also strives to ensure that the Board is composed of Directors who bring diverse viewpoints, perspectives, professional experiences and backgrounds, and effectively represent the long-term interests of stockholders. The Board and the Corporate Governance and Nominating Committee believe that striking an appropriate balance between fresh perspectives and ideas and the valuable experience and familiarity contributed by longer-serving Directors is critical to a forward-looking and strategic Board. The Corporate

The Board and the Corporate Governance and Nominating Committee consider the qualifications of Directors and Director candidates individually and in the broader context of the Board’s overall composition and the Company’s current and future needs. The Board believes that the Board, as a whole, should possess a combination of skills, professional experience, and diversity of backgrounds necessary to oversee the Company’s business. The Board has adopted Corporate Governance Guidelines to assist it in exercising its responsibilities to the Company and its stockholders. In evaluating Director candidates and considering incumbent Directors for renomination to the Board, the Board and the Corporate Governance and Nominating Committee consider various factors. Pursuant to the Guidelines, the Corporate Governance and Nominating Committee reviews with the Board the skills and characteristics of Director nominees, including independence, integrity, judgment, business

The demographic makeup of the Director nominees is set forth in the pie charts below:

		John F. Killian   Director since: 2007   Age: 6264   Board Committees: •  Audit (Chair) •  Corporate Governance and    Nominating •  Executive •  Management Development and    Compensation

Career Highlights: Mr. Killian was the Executive Vice President and Chief Financial Officer of Verizon Communications Inc., a telecommunications company, from March 2009 to DecemberNovember 2010. Mr. Killian was the President of Verizon Business, Basking Ridge, NJ from October 2005 until February 2009, the Senior Vice President and Chief Financial Officer of Verizon Telecom from June 2003 until October 2005, and the Senior Vice President and Controller of Verizon TelecomCorporation from April 2002 until June 2003. Mr. Killian also served in executive positions at Bell Atlantic and was the President and Chief Executive Officer of NYNEX CableComms Limited.

Other Directorships: Mr. Killian is a Trustee of Con Edison of New York and Goldman Sachs Trust II and a Director of Houghton Mifflin Harcourt Company. Mr. Killian is also served as a Trustee and Chairman of the Board of Providence College.

Attributes and Skills: Mr. Killian has leadership experience at regulated consumer services companies, including experience with financial reporting and internal auditing. Mr. Killian’s experience from his leadership positions at Verizon Communications, Inc., Bell Atlantic and NYNEX CableComms Limited supports the Board in its oversight of the Company’s auditing, financial, operating, and strategic planning activities, and the Company’s relationships with stakeholders.

Career Highlights: Mr. Mulrow is a Senior Advisory Director since May 2017 at The Blackstone Group, the world’s largest alternative asset management firm. Previously, he served as Secretary to New York State Governor Andrew Cuomo from January 2015 to April 2017, and was a Senior Managing Director at Blackstone from April 2011 to January 2015. From 2005 to 2011, he was a Director of Citigroup Global Markets Inc. Mr. Mulrow also held various management positions at Paladin Capital Group, Gabelli Asset Management, Inc., Rothschild Inc., and Donaldson, Lufkin & Jenrette Securities Corporation. In addition, Mr. Mulrow served in a number of other government positions including Chairman of the New York State Housing Finance Agency and State of New York Mortgage Agency.

Other Directorships: Mr. Mulrow is a Trustee of Con Edison of New York, and a Director of JBG Smith Properties since July 2017, and Titan Mining Corporation since 2018. Mr. Mulrow also served as a Director of Arizona Mining, Inc.

Attributes and Skills: Mr. Mulrow has business and leadership experience in both the public and the private sector. He also has financial, accounting and asset management experience from his leadership positions at Blackstone, New York State government, and his service on other boards which supports the Board in its oversight of the Company’s financial and strategic planning activities.

Career Highlights: Mr. Ranger has been Senior Managing Director of Diamond Castle Holdings LLC, New York, NY, a private equity investment firm, since 2004 andNon-Executive Chairman of KDC Solar LLC since 2010. Mr. Ranger was an investment banker in the energy and power sector for twenty years, including at Credit Suisse First Boston, Donaldson, Lufkin and Jenrette, DLJ Global Energy Partners, and Drexel Burnham Lambert. Mr. Ranger was also a member of the Utility Banking Group at Bankers Trust.

Other Directorships: Mr. Ranger is a Trustee of Con Edison of New York and a Director of Covanta Holding Corporation. Mr. Ranger is also Chairman of the Board of Trustees and a Trustee of St. Lawrence University and a Director orof KDC Solar LLC. Mr. Ranger also served as a Trustee of Morristown-Beard School through 2017 and Director of Bonten Media Group KDC Solar LLC, Morristown-Beard School,Inc. through 2017 and Professional Direction Enterprise,Directional Enterprises, Inc., and St. Lawrence University. through 2018.

Attributes and Skills: Mr. Ranger has investment experience focusing on the energy and power sector, investment banking experience in the energy and power sector, and experience as a member of a utility banking group. Mr. Ranger’s experience from his investment activities in the energy and power sector and his service on other boards supports the Board in its oversight of the Company’s corporate governance and financial and strategic planning activities.

		Deirdre Stanley Director since: 2017 Age: 54 Board Committees: •  Corporate Governance and    Nominating •  Safety, Environment, Operations and    Sustainability

Career Highlights: Ms. Stanley has been Executive Vice President and General Counsel to Thomson Reuters, a leading source of news and information for professional markets, since 2008 where she also currently serves as Corporate Secretary to the Board of Directors, chairs the Disclosure Committee, and oversees the company’s enterprise risk management process and reporting. Ms. Stanley was Senior Vice President and General Counsel to The Thomson Corporation from 2002 to 2008, when it combined with Reuters PLC to form Thomson Reuters. Prior to 2002, Ms. Stanley held various legal and senior executive positions at InterActive Corporation (previously USA Networks, Inc.) and GTE Corporation (a predecessor company to Verizon). She was also an attorney with the law firm of Cravath, Swaine & Moore.

Other Directorships: Ms. Stanley is a Trustee of Con Edison of New York. Ms. Stanley is also a Trustee of the Hospital for Special Surgery and a Director of The Dalton School and Refinitiv.

Attributes and Skills: Ms. Stanley has leadership, legal and operations experience at an international news and information company, including experience with mergers and acquisitions, corporate governance, and risk management. Ms. Stanley’s experience from her leadership positions at Thomson Reuters and InterActive Corporation, her legal experience and service on other boards support the Board in its oversight of the Company’s operations, risk management, strategic planning, and relationships with stakeholders.

MEETINGS AND BOARD MEMBERS’ ATTENDANCE

During 2018, the Board consisted of the following members: Vincent A. Calarco (until his retirement from the Board on May 21, 2018), George Campbell, Jr., Michael J. Del Giudice (until his retirement from the Board on January 18, 2018), Ellen V. Futter, John F. Killian, John McAvoy, William J. Mulrow, Armando J. Olivera, Michael W. Ranger, Linda S. Sanford, Deirdre Stanley, and L. Frederick Sutherland. The Board of Directors held 11 meetings in 2018. At its meetings, the Board considers a wide variety of matters involving such things as the Company’s strategic planning, its financial condition and results of operations, its capital and operating budgets, personnel matters, succession planning, risk management, industry issues, accounting practices and disclosure, and corporate governance practices.

In accordance with the Company’s Corporate Governance Guidelines, the Chair of the Corporate Governance and Nominating Committee (Mr. Ranger) serves as independent Lead Director and, as such, chairs the executive sessions of thenon-management Directors and the independent Directors. The Board routinely holds executive sessions at which onlynon-management Directors are present, and the independent Directors meet in executive session at least once a year. The Company’s independent Directors met three times in executive session and thenon-management Directors met eight times in executive session during 2018.

During 2018, each current member of the Board attended more than 75% of the combined meetings of the Board of Directors and the Board Committees on which he or she served held during the period that he or she served. Directors are expected to attend the Annual Meeting. All of the Directors who then served on the Board attended the 2018 annual meeting of stockholders.

CORPORATE GOVERNANCE

The Company’s corporate governance documents, including its Corporate Governance Guidelines, the charters of the Audit, Corporate Governance and Nominating, and Management Development and Compensation Committees, and the Standards of Business Conduct, are available on the Company’s website atconedison.com/shareholders.The Standards of Business Conduct apply to all Directors, officers and employees. The Company intends to post on its website atconedison.com/shareholders amendments to its Standards

policies and procedures for managing risk. The Board administers its risk oversight function primarily through its Committees that report to the Board.

Board Committees have assumed oversight of various risks that have been identified through the Company’s enterprise risk management program. The Audit Committee reviews the Company’s risk assessment and risk management policies and reports to the Board on the Company’s risk management program. Management regularly provides reports to the Board and its Committees concerning risks identified through the Company’s enterprise risk management program. Cybersecurity has been identified as a key enterprise risk for the Company. An annual presentation on cybersecurity risks continues to be provided to the Board and the Audit Committee has commenced reviewing morein-depth cybersecurity matters on a semi-annual basis. In addition, the Board receives regular updates as to cybersecurity risks from management.

PROXY ACCESS

The Company developed and implemented a proxy access framework that allows a stockholder or a group of up to 20 stockholders who have owned at least three percent (3%) of the outstanding shares of the Company for at least three years to submit nominees for up to twenty percent (20%) of the Board, or two nominees, whichever is greater, for inclusion in the Company’s Proxy Statement and form of proxy, subject to complying with the requirements identified in the Company’sBy-laws.

RELATED PERSON TRANSACTIONS AND POLICY

The Company has adopted a written policy for approval of transactions between the Company and its Directors, Director nominees, executive officers, greater-than-five-percent (5%) beneficial owners, and their respective immediate family members, where the amount involved in the transaction since the beginning of the Company’s last completed fiscal year exceeds or is expected to exceed $100,000.

The policy provides that the Corporate Governance and Nominating Committee review certain transactions subject to the policy and determine whether or not to approve or ratify those transactions. In doing so, the Corporate Governance and Nominating Committee takes into account, among other factors it deems appropriate, whether the transaction is on terms that are no less favorable to the Company than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person’s

Board has determined that each of the following relationships is categorically immaterial and therefore, by itself, does not preclude a Director from being independent:

of John F. Killian, Armando J. Olivera, Michael W. Ranger, and L. Frederick Sutherland is an “audit committee financial expert” as the term is defined in Item 407(d)(5) of RegulationS-K of the Securities Exchange Act of 1934. The Audit Committee held six meetings in 2018.

Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee, currently Michael W. Ranger, Chair, George Campbell, Jr., John F. Killian, Linda S. Sanford, and Deirdre Stanley, is composed of five independent Directors. The Corporate Governance and Nominating Committee annually evaluates each Director’s individual performance when considering whether to nominate the Director forre-election to the Board and is responsible for recommending candidates to fill vacancies on the Board. In addition, the Corporate Governance and Nominating Committee assists with respect to the composition and size of the Board and of all Committees of the Board. The Corporate Governance and Nominating Committee also makes recommendations to the Board as to the compensation of Board members, as well as other corporate governance matters, including Board independence criteria and determinations and corporate governance guidelines. Additionally, the Corporate Governance and Nominating Committee oversees the Company’s management of risks relating to its duties and responsibilities that have been identified through the Company’s enterprise risk management program.

Among its duties, the Corporate Governance and Nominating Committee reviews the skills and characteristics of Director candidates, including their independence, integrity, judgment, business experience, areas of expertise and availability for service, factors relating to the composition of the Board (including its size and structure) and the Company’s principles of diversity.

The Corporate Governance and Nominating Committee has the authority under its charter to hire advisors to assist it in its decisions. The Corporate Governance and Nominating Committee identifies director candidates through a variety of means, including professional search firms, recommendations from members of the Board, suggestions from senior management, and submissions by the Company’s stockholders. When using a professional search firm, the firm assists in developing criteria for potential Board members to complement the Board’s existing strengths. Based on such criteria, the firm also provides, for review and consideration, lists of potential candidates with background information. After consulting with the Corporate Governance and Nominating Committee, the firm further screens and interviews candidates as directed to determine their qualifications, interest and any

Safety Committee provided advice and counsel to the Company’s management on corporate environment, health and safety policies and on such other environment, health, safety, and sustainability matters as it from time to time deemed appropriate.

The Environment, Health and Safety Committee also reviewed significant issues identified by management relating to the Company’s environment, health, and safety programs and its compliance with environment, health, and safety laws and regulations, and made such other reviews and recommended to the Board such other actions as it deemed necessary or desirable to help promote sound planning by the Company with due regard to the protection of the environment, health, and safety. Additionally, the Environment, Health and Safety Committee oversaw the Company’s management of risks relating to its duties and responsibilities that were identified through the Company’s enterprise risk management program. Immediately prior to its dissolution, the Environment, Health and Safety Committee was composed of fournon-management Directors–Ellen V. Futter, Chair, William J. Mulrow, Linda S. Sanford, and Deirdre Stanley. The Environment, Health and Safety Committee held four meetings in 2018.

Executive Committee

The Executive Committee, currently John McAvoy, Chair, and four Directors (three of whom are independent), George Campbell, Jr., Ellen V. Futter, John F. Killian, and Michael W. Ranger, may exercise, during intervals between the meetings of the Board, all the powers vested in the Board, except for certain specified matters. No meetings of the Executive Committee were held in 2018.

Finance Committee

The Finance Committee, currently L. Frederick Sutherland, Chair, William J. Mulrow, Armando J. Olivera, Michael W. Ranger, and Linda S. Sanford, is composed of five independent Directors. The Finance Committee reviews and makes recommendations to the Board with respect to the Company’s financial condition and policies, capital and operating budgets, financial forecasts, major contracts and real estate transactions, financings, investments, bank credit arrangements, its dividend policy, strategic business plan, litigation, and other financial matters. Additionally, the Finance Committee oversees the Company’s management of risks, relating to its duties and responsibilities that have been identified through the Company’s enterprise risk management program. The Finance Committee held nine meetings in 2018.

In addition, the Compensation Committee also reviews and makes recommendations as necessary to provide for orderly succession and transition in the senior management of the Company and receives reports and makes recommendations with respect to minority and female recruitment, employment and promotion.

The Compensation Committee also oversees and makes recommendations to the Board with respect to the Company’s compliance with the Employee Retirement Income Security Act of 1974 (“ERISA”), and reviews and makes recommendations with respect to benefit plans and plan amendments, the selection of plan trustees and the funding policy and contributions to the funded plans, and reviews the performance of the funded plans.

Each of the members of the Compensation Committee is “independent,” as defined in the New York Stock Exchange’s listing standards under Rule10C-1 of the Securities Exchange Act of 1934, and meets the “outside director” criteria of Section 162(m) of the Internal Revenue Code and the“Non-Employee” Director criteria of Rule16b-3 under the Securities Exchange Act of 1934.

Operations Oversight Committee

Effective December 31, 2018, the Board of Directors dissolved the Operations Oversight Committee as a standing committee of the Board. The duties and responsibilities of the Operations Oversight Committee were merged with the duties and responsibilities of the Environment, Health and Safety Committee and a new standing committee was formed effective January 1, 2019–the Safety, Environment, Operations and Sustainability Committee. The Operations Oversight Committee oversaw the Company’s efforts relating to the Company’s operating systems and their impact on the customer. The Operations Oversight Committee also reviewed significant issues identified by the Company relating to the Company’s subsidiaries’ operating systems and their impact on the customer. The Operations Oversight Committee also reviewed the compliance of the Company’s subsidiaries’ operating systems with laws and regulations and the Company’s corporate policies and procedures, as it deemed necessary or appropriate. Additionally, the Operations Oversight Committee oversaw the Company’s management of risks relating to its duties and responsibilities that were identified through the Company’s enterprise risk management program. Immediately prior to its dissolution, the Operations Oversight Committee was composed of fournon-management Directors–Armando J. Olivera, Chair, George Campbell,

executive and director compensation consulting to the committees in 2018 were approximately $510,340.

During 2018, the Company retained Marsh & McLennan affiliates (other than Mercer) to provide services, unrelated to executive compensation. These services were approved by the Company’s management. The aggregate fees paid for these other services, which include auction services, compensation planning surveys, and employee benefit guides, were approximately $45,050.

The Compensation Committee considered the independence of Mercer under the rules of the Securities and Exchange Commission and the listing standards of the New York Stock Exchange. The Compensation Committee concluded that the services provided by the Marsh & McLennan affiliates (other than Mercer) did not raise any conflicts of interest and did not impair Mercer’s ability to provide independent advice to the Compensation Committee concerning executive or director compensation matters.

OVERVIEW

The Corporate Governance and Nominating Committee reviews director compensationbi-annually. The Corporate Governance and Nominating Committee considers information, analyses, and objective advice regarding director compensation provided by Mercer. Director compensation is assessed relative to the Company’s compensation peer group (the same group used to evaluate executive compensation), general industry trends, and the total cost of governance. The Board reviews the recommendations of the Corporate Governance and Nominating Committee when determining whether changes, if any, will be made.

In February 2018, as part of its review of Director compensation, the Corporate Governance and Nominating Committee requested that Mercer conduct anin-depth analysis of each element of compensation and the compensation program structure relative to the compensation peer group. Mercer’s review found that Committee member meeting fees were on the decline for the assessment group as companies focused more on compensating Directors for their expertise than their time. Following the recommendation of the Corporate Governance and Nominating Committee, effective April 1, 2018, the Board approved the elimination of Committee member meeting fees and an increase to the stock ownership guidelines. Certain retainers and the value of the annual equity award were increased to replace the Committee member meeting fees.

In November 2018, the Board dissolved two committees effective December 31, 2018 and established a new committee effective January 1, 2019. In connection with these committee changes, the Corporate Governance and Nominating Committee requested that Mercer conduct a second, limited analysis of committee chair retainers relative to the compensation peer group. Mercer’s review found that the amount of the retainer provided to the Chair of the Finance Committee was below the median paid tonon-employee directors in the assessment group. Following the recommendation of the Corporate Governance and Nominating Committee, effective January 1, 2019, the Board approved an annual retainer for the Chair of the newly established Safety, Environment, Operations and Sustainability Committee of $15,000 (or $7,500 for eachCo-Chair) and an increase to the annual retainer for the Chair of the Finance Committee to $15,000 (from $5,000). Compensation for individual Directors approximates the median of compensation for Directors in similar positions at the compensation peer group.

Company or its subsidiaries do not receive retainers, meeting fees, or annual equity awards for their service on the Board.

STOCK OWNERSHIP GUIDELINES

The Company has stock ownership guidelines fornon-employee Directors which provide that, within five years of joining the Board, each Director should own, and continue to hold during his or her tenure on the Board, shares (including stock equivalents and restricted stock units) with a value (measured at the time the shares are acquired) equal to five times (increased in 2018 from four times) the annual retainer (not including committee and/or committee chair fees) paid to such Director during the previous fiscal year. As of December 31, 2018, all Directors have either exceeded their stock ownership guideline requirement or are making satisfactory progress towards meeting the requirement.

LONG TERM INCENTIVE PLAN

Non-employee Directors participate in the Company’s long term incentive plan. Pursuant to the long term incentive plan, eachnon-employee Director then serving was allocated an annual equity award of $150,000 of deferred stock units on the first business day following the 2018 Annual Meeting (increased from $135,000 effective April 1, 2018). If anon-employee Director is first appointed to the Board after an annual meeting, his or her first annual equity award will be prorated.

Settlement of the 2018 annual equity awards of stock units was automatically deferred until the Director’s termination of service from the Board of Directors. Eachnon-employee Director may elect to receive some or all of his or her 2018

At the Annual Meeting, as a matter of sound corporate governance, stockholders will be asked to ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP (“PwC”) as independent accountants for the Company for 2017.2019. If the appointment of PwC is not ratified, the Audit Committee will take this into consideration in the future appointment of independent accountants.

PwC has acted as independent accountants for the Company for many years. The Audit Committee considered PwC’s qualifications in determining whether to appoint PwC as independent accountants for 2017.2019. The Audit Committee reviewed PwC’s performance, as well as PwC’s reputation for

of John F. Killian, Armando J. Olivera, Michael W. Ranger, and L. Frederick Sutherland is an “audit committee financial expert” as the term is defined in Item 407(d)(5) of RegulationS-K of the Securities Exchange Act of 1934. The Audit Committee held six meetings in 2018.

RISK OVERSIGHTCorporate Governance and Nominating Committee

The Board’s primary functionCorporate Governance and Nominating Committee, currently Michael W. Ranger, Chair, George Campbell, Jr., John F. Killian, Linda S. Sanford, and Deirdre Stanley, is onecomposed of oversight. In connection with its oversight function,five independent Directors. The Corporate Governance and Nominating Committee annually evaluates each Director’s individual performance when considering whether to nominate the Director forre-election to the Board and is responsible for recommending candidates to fill vacancies on the Board. In addition, the Corporate Governance and Nominating Committee assists with respect to the composition and size of the Board and of all Committees of the Board. The Corporate Governance and Nominating Committee also makes recommendations to the Board as to the compensation of Board members, as well as other corporate governance matters, including Board independence criteria and determinations and corporate governance guidelines. Additionally, the Corporate Governance and Nominating Committee oversees the Company’s policiesmanagement of risks relating to its duties and procedures for managing risk. The Board administers its risk oversight function primarily through its Committees that report to the Board. Board Committees have assumed oversight of various risksresponsibilities that have been identified through the Company’s enterprise risk management program. The Audit Committee reviews the Company’s risk assessment and risk management policies and the Audit Committee reports to the Board on the Company’s risk management program. Management regularly provides reports to the Board and

Among its Committees concerning risks identified through the Company’s enterprise risk management program.

RELATED PERSON TRANSACTIONS AND POLICY

The Company has adopted a written policy for approval of transactions between the Company and its Directors, Director nominees, executive officers, greater-than-five percent (5%) beneficial owners, and their respective immediate family members, where the amount involved in the transaction since the beginning of the Company’s last completed fiscal year exceeds or is expected to exceed $100,000.

The policy provides thatduties, the Corporate Governance and Nominating Committee reviews certain transactions subjectthe skills and characteristics of Director candidates, including their independence, integrity, judgment, business experience, areas of expertise and availability for service, factors relating to the policycomposition of the Board (including its size and determines whether or not to approve or ratify those transactions. In doing so, the Corporate Governance and Nominating Committee takes into account, among other factors it deems appropriate, whether the transaction is on terms that are no less favorable to the Company than terms generally available to an unaffiliated third party under the same or similar circumstancesstructure) and the extentCompany’s principles of the related person’s interest in the transaction. In addition, the Board has delegated authority to the Chair of the Corporate Governance and Nominating Committee topre-approve or ratify transactions where the aggregate amount involved is expected to be less than $1.0 million. A summary of any new transactionspre-approved by the Chair will be provided to the full Corporate Governance and Nominating Committee for its review in connection with a regularly scheduled committee meeting.diversity.

The Corporate Governance and Nominating Committee has consideredthe authority under its charter to hire advisors to assist it in its decisions. The Corporate Governance and adopted standingpre-approvals underNominating Committee identifies director candidates through a variety of means, including professional search firms, recommendations from members of the policy for limited transactions with related persons.Pre-approved transactions include:

Safety Committee provided advice and counsel to the Company’s management on corporate environment, health and safety policies and on such other environment, health, safety, and sustainability matters as it from time to time deemed appropriate.

The Environment, Health and Safety Committee also reviewed significant issues identified by management relating to the Company’s environment, health, and safety programs and its compliance with environment, health, and safety laws and regulations, and made such other reviews and recommended to the Board such other actions as it deemed necessary or desirable to help promote sound planning by the Company with due regard to the protection of the environment, health, and safety. Additionally, the Environment, Health and Safety Committee oversaw the Company’s management of risks relating to its duties and responsibilities that were identified through the Company’s enterprise risk management program. Immediately prior to its dissolution, the Environment, Health and Safety Committee was composed of fournon-management Directors–Ellen V. Futter, Chair, William J. Mulrow, Linda S. Sanford, and Deirdre Stanley. The Environment, Health and Safety Committee held four meetings in 2018.

Executive Committee

The Executive Committee, currently John McAvoy, Chair, and four Directors (three of whom are independent), George Campbell, Jr., Ellen V. Futter, John F. Killian, and Michael W. Ranger, may exercise, during intervals between the meetings of the Board, all the powers vested in the Board, except for certain specified matters. No meetings of the Executive Committee were held in 2018.

Finance Committee

The Finance Committee, currently L. Frederick Sutherland, Chair, William J. Mulrow, Armando J. Olivera, Michael W. Ranger, and Linda S. Sanford, is composed of five independent Directors. The Finance Committee reviews and makes recommendations to the Board with respect to the Company’s financial condition and policies, capital and operating budgets, financial forecasts, major contracts and real estate transactions, financings, investments, bank credit arrangements, its dividend policy, strategic business plan, litigation, and other financial matters. Additionally, the Finance Committee oversees the Company’s management of risks, relating to its duties and responsibilities that have been identified through the Company’s enterprise risk management program. The Finance Committee held nine meetings in 2018.

In addition, the Compensation Committee also reviews and makes recommendations as necessary to provide for orderly succession and transition in the senior management of the Company and receives reports and makes recommendations with respect to minority and female recruitment, employment and promotion.

The Compensation Committee also oversees and makes recommendations to the Board with respect to the Company’s compliance with the Employee Retirement Income Security Act of 1974 (“ERISA”), and reviews and makes recommendations with respect to benefit plans and plan amendments, the selection of plan trustees and the funding policy and contributions to the funded plans, and reviews the performance of the funded plans.

Each of the members of the Compensation Committee is “independent,” as defined in the New York Stock Exchange’s listing standards under Rule10C-1 of the Securities Exchange Act of 1934, and meets the “outside director” criteria of Section 162(m) of the Internal Revenue Code and the“Non-Employee” Director criteria of Rule16b-3 under the Securities Exchange Act of 1934.

Operations Oversight Committee

Effective December 31, 2018, the Board of Directors dissolved the Operations Oversight Committee as a standing committee of the Board. The duties and responsibilities of the Operations Oversight Committee were merged with the duties and responsibilities of the Environment, Health and Safety Committee and a new standing committee was formed effective January 1, 2019–the Safety, Environment, Operations and Sustainability Committee. The Operations Oversight Committee oversaw the Company’s efforts relating to the Company’s operating systems and their impact on the customer. The Operations Oversight Committee also reviewed significant issues identified by the Company relating to the Company’s subsidiaries’ operating systems and their impact on the customer. The Operations Oversight Committee also reviewed the compliance of the Company’s subsidiaries’ operating systems with laws and regulations and the Company’s corporate policies and procedures, as it deemed necessary or appropriate. Additionally, the Operations Oversight Committee oversaw the Company’s management of risks relating to its duties and responsibilities that were identified through the Company’s enterprise risk management program. Immediately prior to its dissolution, the Operations Oversight Committee was composed of fournon-management Directors–Armando J. Olivera, Chair, George Campbell,

executive and director compensation consulting to the committees in 2018 were approximately $510,340.

During 2018, the Company retained Marsh & McLennan affiliates (other than Mercer) to provide services, unrelated to executive compensation. These services were approved by the Company’s management. The aggregate fees paid for these other services, which include auction services, compensation planning surveys, and employee benefit guides, were approximately $45,050.

The Compensation Committee considered the independence of Mercer under the rules of the Securities and Exchange Commission and the listing standards of the New York Stock Exchange. The Compensation Committee concluded that the services provided by the Marsh & McLennan affiliates (other than Mercer) did not raise any conflicts of interest and did not impair Mercer’s ability to provide independent advice to the Compensation Committee concerning executive or director compensation matters.