BE IT RESOLVED that, effective April 29, 2020, a Technology and Cybersecurity Committee of the Board of Directors hereby is established to consist of at least three directors, appointed by and serving at the pleasure of the Board of Directors, one of whom shall be appointed by this Board of Directors as the Committee’s chair;
BE IT FURTHER RESOLVED that the basic responsibility of the Technology and Cybersecurity Committee shall be to advise and assist this Board and the Board of Directors of Pacific Gas and Electric Company in fulfilling their fiduciary responsibilities with respect to the oversight and review of (i) risks and opportunities in the utility industry and adjacent industries arising from emerging or competing technologies, (ii) technologies and innovations deployed or contemplated to be deployed by the PG&E Corporation, Pacific Gas and Electric Company, and their subsidiaries (together, the "companies"), and (iii) cybersecurity and information technology programs and issues. More specifically, the Technology and Cybersecurity Committee shall:
BE IT FURTHER RESOLVED that the Technology and Cybersecurity Committee shall fix its own time and place of meetings and shall, by a majority vote of its members, and subject to the California Corporations Code and this corporation's Articles of Incorporation and Bylaws, prescribe its own rules of procedure; and
BE IT FURTHER RESOLVED that the Technology and Cybersecurity Committee shall (i) report regularly to the Boards of Directors on the Committee's deliberations and actions taken, and, (ii) with respect to compliance oversight and related matters, report periodically to the Audit Committees; and
BE IT FURTHER RESOLVED that the Technology and Cybersecurity Committee shall have the right to retain or utilize, at this corporation's expense, the services of such firms or persons as the Committee deems necessary or desirable to assist it in exercising its duties and responsibilities; and
BE IT FURTHER RESOLVED that, unless otherwise designated by the Committee, the Corporate Secretary of this corporation, or an Assistant Corporate Secretary, shall serve as secretary to the Technology and Cybersecurity Committee.