Corporate Governance

The Board of Directors

The Audit Committee

Members assist the Board of Directors in its oversight of the integrity of the financial statements, the Company’s compliance with legal and regulatory requirements, the independent auditor’s qualifications and independence, and the performance of the Company’s internal audit function and independent auditors.

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 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 projects 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.

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.

Committees	Audit Committee	Corporate Governance and Nominating Committee	Executive Committee	Finance Committee	Management Development and Compensation Committee	Safety, Environment, Operations, and Sustainability Committee
Committees Tim Cawley, Chairman and Chief Executive Officer	Audit Committee	Corporate Governance and Nominating Committee	Executive Committee Chair	Finance Committee	Management Development and Compensation Committee	Safety, Environment, Operations, and Sustainability Committee
Committees ELLEN V. FUTTER, INTERIM PRESIDENT, MARKLE FOUNDATION, SENIOR CONSULTANT TO THE BOSTON CONSULTING GROUP AND PRESIDENT EMERITA, AMERICAN MUSEUM OF NATURAL HISTORY, NEW YORK, NEW YORK	Audit Committee	Corporate Governance and Nominating Committee	Executive Committee X	Finance Committee	Management Development and Compensation Committee	Safety, Environment, Operations, and Sustainability Committee X
Committees John F. Killian, Former Executive Vice President and Chief Financial Officer, Verizon Communications Inc., New York, New York	Audit Committee CHAIR	Corporate Governance and Nominating Committee X	Executive Committee X	Finance Committee	Management Development and Compensation Committee X	Safety, Environment, Operations, and Sustainability Committee
Committees Karol V. Mason, President, City University of New York, John Jay College of Criminal Justice, New York, New York	Audit Committee	Corporate Governance and Nominating Committee X	Executive Committee	Finance Committee	Management Development and Compensation Committee	Safety, Environment, Operations, and Sustainability Committee X
Committees Dwight A. McBride, Gerald Early Distinguished Professor and Senior Advisor to the Chancellor, Washington University, St. Louis, Missouri	Audit Committee	Corporate Governance and Nominating Committee	Executive Committee	Finance Committee	Management Development and Compensation Committee X	Safety, Environment, Operations, and Sustainability Committee X
Committees William J. Mulrow, Senior Advisory Director, Blackstone, New York, New York	Audit Committee	Corporate Governance and Nominating Committee	Executive Committee	Finance Committee X	Management Development and Compensation Committee X	Safety, Environment, Operations, and Sustainability Committee X
Committees Armando J. Olivera, Former President and Chief Executive Officer, Florida Power & Light Company, Juno Beach, Florida	Audit Committee X	Corporate Governance and Nominating Committee	Executive Committee X	Finance Committee X	Management Development and Compensation Committee	Safety, Environment, Operations, and Sustainability Committee CHAIR
Committees Michael W. Ranger, Senior Managing Director, Diamond Castle Holdings, New York, New York	Audit Committee X	Corporate Governance and Nominating Committee CHAIR	Executive Committee X	Finance Committee X	Management Development and Compensation Committee X	Safety, Environment, Operations, and Sustainability Committee
Committees Linda S. Sanford, Former Senior Vice President, Enterprise Transformation, International Business Machines Corporation, Armonk, New York	Audit Committee X	Corporate Governance and Nominating Committee X	Executive Committee	Finance Committee X	Management Development and Compensation Committee	Safety, Environment, Operations, and Sustainability Committee
Committees DEIRDRE STANLEY, FORMER EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL, THE ESTÉE LAUDER COMPANIES, INC., NEW YORK, NEW YORK	Audit Committee	Corporate Governance and Nominating Committee X	Executive Committee	Finance Committee	Management Development and Compensation Committee CHAIR	Safety, Environment, Operations, and Sustainability Committee
Committees L. Frederick Sutherland, Former Executive Vice President and Chief Financial Officer, Aramark Corporation, Philadelphia, Pennsylvania	Audit Committee X	Corporate Governance and Nominating Committee	Executive Committee	Finance Committee CHAIR	Management Development and Compensation Committee X	Safety, Environment, Operations, and Sustainability Committee
Committees Catherine Zoi, Former Director and Chief Executive Officer of EVgo Inc., Los Angeles, California	Audit Committee	Corporate Governance and Nominating Committee	Executive Committee	Finance Committee X	Management Development and Compensation Committee	Safety, Environment, Operations, and Sustainability Committee X