CenterPoint Energy Inc

The Audit Committee assists the Board in fulfilling its responsibility for independent oversight of the quality and integrity of the accounting, auditing and financial reporting practices of CenterPoint Energy and is directly responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm retained to audit CenterPoint Energy's financial statements. The Audit Committee is composed of five directors, each of whom is independent as defined by the NYSE listing standards. The Audit Committee Charter further describes the committee's responsibilities and is available at https://investors.centerpointenergy.com/governance. During 2024, the Audit Committee met 8 times, including meetings to discuss the interim financial information contained in each quarterly earnings announcement with management and Deloitte & Touche LLP, CenterPoint Energy's independent registered public accounting firm (independent auditors), prior to public release. [...] Consistent with SEC policies regarding auditor independence, the Audit Committee is responsible for pre-approving audit and non-audit services performed by the independent auditor. In addition to its approval of the audit engagement, the Audit Committee takes action at least annually to authorize the independent auditor's performance of several specific types of services within the categories of audit-related services and tax services. Audit-related services include assurance and related services that are reasonably related to the performance of the audit or review of the financial statements or that are traditionally performed by the independent auditor. Authorized tax services include compliance-related services such as services involving tax filings, as well as consulting services such as tax planning, transaction analysis and opinions. Services are subject to preapproval of the specific engagement if they are outside the specific types of services included in the periodic approvals covering service categories or if they are in excess of specified fee limitations. The Audit Committee may delegate preapproval authority to subcommittees.

CenterPoint Energy's Board of Directors has responsibility for and is actively involved in the oversight of risks that could impact the company, including environmental and climate risks. Management is responsible for developing and implementing the company's enterprise risk management (ERM) program, with a risk oversight committee of senior executives from across CenterPoint Energy monitoring and overseeing risks facing the company. Throughout the year, the Board participates in reviews with management of the major risks facing the company and steps taken to mitigate those risks. The areas reviewed include Net Zero and carbon reduction targets, climate change, and generation transition. [...] CenterPoint Energy's Board of Directors has charged the Governance, Environmental and Sustainability Committee of the Board with responsibility for oversight of the company's environmental and sustainability strategy, initiatives and risks, including those related to climate change. This Committee, the Board or both receive quarterly reports from the Vice President of Environmental and Corporate Sustainability on environmental and sustainability activities and performance. These reports also cover initiatives to work with partners, customers, employees and other stakeholders to reduce carbon emissions across our operations and throughout the supply chain. [...] The Board's Compensation Committee is responsible for executive compensation and beginning in 2022 introduced an absolute carbon reduction goal as a weighted component of the company's long-term incentive performance-based awards. This new component measures the progress of our Net Zero and carbon emission reduction targets and holds senior management accountable for the achievement of these goals.

CenterPoint Energy requires all employees to adhere to its policies and procedures concerning political and lobbying activities and contributions, as well as to all applicable federal, state and local laws. The company has decision-making and oversight processes in place for political and lobbying activities and contributions to ensure activities and contributions are legally permissible, supportive of and consistent with CenterPoint Energy's business strategy, goals and priorities. All company political contributions require the oversight of CenterPoint Energy's employee-led PAC council. Key issues, lobbying activities, lobbying expenses and trade association dues are overseen and evaluated by senior management. These expenses and dues are also included in the company's annual budget, which is reviewed and approved by the Board of Directors.