Governing PG&E

The five commissioners of the California Public Utilities Commission (CPUC) listened intently at a public forum in April 2019 as PG&E Corporation’s out-going chairman Richard Kelly described the company’s proposed new board. PG&E, which provided electricity and natural gas to millions of Californians, had once been recognized for its vision in foreseeing energy’s potential to reshape the state and power its economy. But PG&E was now in the crosshairs of investors, regulators, and the public for something else entirely: its role in a series of deadly and destructive wildfires that had ravaged the region and precipitated PG&E’s bankruptcy months earlier. Called “the first climate-change bankruptcy,” it was the largest utility bankruptcy in U.S. history. The commissioners at the CPUC, PG&E’s primary regulator, were particularly concerned about PG&E’s governance and had convened the forum to solicit opinions from experts and the public and to hear for themselves what steps the company was taking to improve it. The Commissioners are considering whether to make specific recommendations regarding the board’s composition and functioning, including how the board assesses and compensates PG&E’s CEO. A principal issue is the use of non-financial metrics to evaluate and reward CEO performance.