Consolidated Edison Inc

As disclosed in our Proxy Statement, the Company is firmly committed to sustainability, which is broadly overseen by the Board. The Board reviews and discusses various sustainability topics throughout the year and routinely reviews environmental issues, including climate change, and their impact on the Company's operations, strategies, and risk profile.

In addition, the Board has delegated to the appropriate committees, responsibility for the specific sustainability categories relating to the oversight with which such committees are charged.

Committees not specifically tasked with oversight of sustainability also periodically review sustainability related matters. As part of its review of strategy and financial plans, the Finance Committee considers the financial sustainability of the Company.

To help guide and oversee our sustainability strategy, we have developed a governance structure that extends from our Board of Directors to the employee level. Our structure includes:

| Safety, Environment, Operations, and Sustainability Committee of the Board | Corporate Governance and Nominating Committee of the Board | Management, Development and Compensation Committee of the Board |
| --- | --- | --- |
| Oversees sustainability matters relating to safety and the environment and reviews the Company's Annual Sustainability Report prior to its publication. At each of its meetings, the Safety, Environment, Operations and Sustainability Committee reviews certain key performance indicators relating to climate risk | Charged with sustainability matters relating to governance, including overseeing the Company's approach to political and lobbying activities and receiving periodic reports about the Company's political contributions, lobbying, and trade association activities. | Responsibilities include oversight of sustainability topics relating to human capital management. The Management, Development, and Compensation Committee annually reviews performance results as well as proposed performance indicators for the following year. |

| Vice President-level Environmental, Social, and Governance Committee | Employee Sustainability Culture Ambassadors (ESCA) |
| --- | --- |
| Supports and advances the Company's on-going commitment to environmental, health and safety, corporate social responsibility, corporate governance, sustainability, and other public policy matters relevant to the Company (collectively "ESG Matters"). | Grassroots employee organization devoted to sharing information across the company and provide updates on sustainability-driven projects, share best practices from around the company, and discuss sustainability topics that are relevant |

We continuously review our lobbying activities and those of our trade associations to pursue alignment with our corporate policies and values. [...] The Corporate Governance and Nominating Committee of Con Edison's Board of Directors oversees the company's approach to political and lobbying activities and receives periodic reports with respect to the company's political contributions, lobbying and trade association activities. [...] Con Edison's Corporate Affairs department holds primary responsibility for all the company's lobbying and other external communications. Preparation and review of any company policy positions, messaging, or other communications are carefully considered and reviewed to ensure compliance with and/or furtherance of the CEC. [...] Once a member of a trade association or business group, Con Edison typically designates specific employees to serve on committees, attend meetings, and generally monitor and engage with the association's policy development and lobbying. Through this continual engagement the company works to prevent misalignments from happening by ensuring Con Edison's perspectives are fully represented and will be shaping the association's policies as they develop. [...] If/when a misalignment is identified, the employees will attempt to remedy the misalignment at the committee level through voicing the company's position during discussions, editing proposed language, and voting against or otherwise opposing the proposed action. If these steps do not fully address the misalignment, the employees will typically escalate the issue internally by engaging their managers, other relevant departments (e.g. Law, Government Affairs, Media Relations), and executives to discuss the matter and determine next steps. [...] Regarding certain trade associations in which Con Edison is a leading member, such as the Edison Electric Institute (EEI) and the American Gas Association (AGA), senior Con Edison executives serve on the Board of Directors and other governing bodies of the organizations. These trade associations are aware of Con Edison's CEC and that we seek alignment of their policy positions and lobbying activities with the CEC.

Public policy decisions can have significant implications for our customers, the energy systems we manage, and the future direction of our Company. That's why we participate in the political process, adhering to all the national, state, and local laws and regulations. Our engagement in the political process is grounded in and guided by our commitment to our Standards of Business Conduct. [...] No corporate funds are used directly for political contributions to candidates, political parties, or political committees other than contributions to the Consolidated Edison, Inc. Employees' Political Action Committee (CEIPAC). No corporate payments have been made, nor do we intend to make payments, to influence the outcome of ballot measures. Additionally, neither Con Edison nor CEIPAC makes independent expenditures in support of or in opposition to, candidates, political parties, or ballot measures. Also, Con Edison does not contribute to "independent expenditure" committees organized under section 527 of the Internal Revenue Code. [...] Con Edison is a member of several trade associations that may engage in political activities or make political contributions to federal and state candidates and political committees. Con Edison's main purpose of membership in trade associations is the business, technical, and industry benefits these organizations provide. Trade organizations take a wide variety of positions on many political matters, not all of which Con Edison supports. [...] In 2022, Con Edison paid membership dues in excess of $25,000 to industry groups and trade associations which spent a percentage of those dues on lobbying. See a list of these industry groups and trade associations. [...] In addition to lobbying, some industry groups and trade associations use a portion of Con Edison's membership dues for election-related purposes. Con Edison is working to obtain this information and will post it to our Political Engagement site if it becomes available.

Charged with sustainability matters relating to governance, including overseeing the Company's approach to political and lobbying activities and receiving periodic reports about the Company's political contributions, lobbying, and trade association activities."
"Public policy decisions can have significant implications for our customers, the energy systems we manage, and the future direction of our Company. That's why we participate in the political process, adhering to all the national, state, and local laws and regulations. Our engagement in the political process is grounded in and guided by our commitment to our Standards of Business Conduct. [...] Our engagement in the political process is grounded in and guided by our commitment to our Standards of Business Conduct. Our efforts in this regard meet high ethical standards, are done in accordance with strict company procedures and guidelines, and in a manner that demonstrates accountability and transparency. [...] Con Edison is a member of several trade associations that may engage in political activities or make political contributions to federal and state candidates and political committees. Con Edison's main purpose of membership in trade associations is the business, technical, and industry benefits these organizations provide. Trade organizations take a wide variety of positions on many political matters, not all of which Con Edison supports. [...] In 2022, Con Edison paid membership dues in excess of $25,000 to industry groups and trade associations which spent a percentage of those dues on lobbying. Please see our Political Engagement site (https://www.conedison.com/en/about-us/corporate-governance/political-engagement) which contains a list of these industry groups and trade associations. [...] In addition to lobbying, some industry groups and trade associations use a portion of Con Edison's membership dues for election-related purposes. Con Edison is working to obtain this information and will post it to our Political Engagement site if it becomes available.

#### Corporate Governance and Nominating Committee of the Board

Charged with sustainability matters relating to governance, including overseeing the Company's approach to political and lobbying activities and receiving periodic reports about the Company's political contributions, lobbying, and trade association activities

# Policy Regarding Evaluation of Direct and Indirect Lobbying Related to the Clean Energy Commitment

## Con Edison Lobbying

Consolidated Edison, Inc. ("Con Edison," "the Company") and its representatives directly and indirectly lobby policy makers at all levels of government both in our own name and via trade and other associations.

When lobbying in our own name, the Company typically evaluates how and on what issues to lobby on, based on its operational responsibilities and corporate values. Con Edison's primary operational responsibility is to ensure the safe and reliable delivery of electricity, gas, and steam service to its customers throughout its service territory.

The Con Edison Clean Energy Commitment (CEC) serves as the primary guidance document for Con Edison's corporate values pertaining to clean energy, sustainability, and climate change. Through the CEC, Con Edison has committed itself to taking a leadership role in the delivery of a clean energy future for our customers by building, investing, and operating reliable, resilient, and innovative energy infrastructure, while advancing electrification of heating and transportation, and aggressively transitioning away from fossil fuels to a net-zero economy by 2050.

The CEC has been institutionalized within Con Edison and serves as a primary filter and an anchor for the Company's overall values, priorities, public messaging, and lobbying. Con Edison's Corporate Affairs Department holds primary responsibility for all the Company's lobbying and other external communications. Preparation and review of any Company policy positions, messaging, or other communications are carefully considered and reviewed to ensure compliance with and/or furtherance of the CEC.

Issues on which Con Edison lobbies can be divided into two primary groups: reactive and proactive.

Reactive issues are those that arise separately from, or external to, Con Edison requests. These issues are often advanced by policymakers and advocacy groups without consultation with Con Edison. When confronted with a reactive policy issue, the Company first evaluates the proposal(s) to determine if it is in alignment with our operational responsibilities and corporate values. If the proposed policies restrict Con Edison's ability to fulfil its responsibilities or conflict with its corporate values, the Company will develop an engagement plan to lobby policymakers, often communicating our concerns directly to those individuals and endeavoring to either find alternative solutions or prevent the policy from taking effect.

Proactive issues, however, are those that arise at the behest of Con Edison based on our corporate priorities and present needs. Such proactive policy changes are typically sought to support the Company's ability to fulfil its operational responsibilities and/or advance its corporate values. Regarding proactive issues, Con Edison first identifies the enterprise need for potential policy changes, then we evaluate the alignment of the issue against advancing the Company's responsibilities and values, and finally, we evaluate the feasibility of achieving the proposed change. If, based on this evaluation criteria and relevant political analysis, Con Edison decides to pursue the policy change, the Company will develop a lobbying and engagement strategy to pursue enactment of the subject policy change.

## Trade Association Lobbying

Con Edison and its subsidiaries are members of numerous trade and other associations, and some of these associations lobby indirectly on the company's behalf. Con Edison approaches lobbying conducted by its member associations differently than lobbying done in its own name.

As a threshold matter, it should be noted that as a matter of policy, Con Edison does not engage in grassroots lobbying nor do we engage in independent expenditures.

Generally, Con Edison pursues membership in these trade and business organizations to:

* access additional operational resources and expertise, and/or;
* leverage the power of collective action to lobby for policies that advance the Company's corporate values and/or operational responsibilities.

When considering joining a new association or business group, Con Edison performs an initial review of the organization's public statements, policy documents, membership lists, and other relevant materials to assess alignment with the Company's operational responsibilities and/or corporate values. The Company then communicates directly with association staff with any questions or to gather additional information as needed. If alignment—or substantial alignment—is found the Company will decide whether to join the organization in question.

If, during the above review, conflicts, or potential conflicts, with the trade association in question are identified, the Company will evaluate the degree to which Con Edison can separate itself from these conflicting positions of the association. If the conflicts are substantial, such that the association's lobbying or other activities would significantly undermine the Company's operational responsibilities or corporate values, Con Edison will not join the group.

More minor conflicts with prospective trade associations can typically be addressed via direct discussions with the association staff and the establishment of procedures to allow Con Edison to be distinguished from the larger group's positions when necessary. The most common of these procedures are Con Edison issuing its own statements or comments separate from the association and/or explicitly indicating Con Edison's difference of position when necessary.

After joining an association, Con Edison typically designates specific employees to serve on committees, attend meetings, and generally monitor and engage with the association's policy development and lobbying. Through this engagement the Company can ensure its perspectives are fully represented, help shape the association's policies when necessary, and ensure proper actions are taken to address any potential conflicts. If new significant conflicts with an association arise that cannot be addressed to Con Edison's satisfaction the Company may end its affiliation with the group, once all the appropriate factors are weighed.

Regarding certain trade associations in which Con Edison is a leading member, such as the Edison Electric Institute (EEI) and the American Gas Association (AGA), senior Con Edison executives serve on the Board of Directors and other governing bodies of the organizations. In addition to the trade association evaluation discussed above, Con Edison also utilizes its executives' engagement in the associations' leadership to further enhance its influence over association policies to ensure they align with the Company's values, priorities, and responsibilities. These trade associations are aware of Con Edison's CEC and we seek alignment with the CEC and an associations' positions when required. There may be times, when consensus cannot be reached on issues concerning Con Edison's corporate values, where the company will ask a trade association to include a footnote in an official comment that states Con Edison's opposition to or disagreement with the overall association position being outlined.

It should also be noted that Con Edison is a leading member of the Energy Coalition of New York (ECNY), a New York State–based trade association consisting of the State's investor-owned utilities. Because ECNY is a New York State–specific trade association the operating rules of the organization allow for Con Edison, along with the other individual members, to maintain a veto over any public statement or advocacy positions that ECNY takes. Con Edison takes an active role in ECNY to forge consensus on issues, but we do use our veto when consensus cannot be reached.

The Safety, Environment, Operations and Sustainability Committee oversees sustainability matters relating to safety and the environment, including climate change, and reviews the Company's Annual Sustainability Report prior to its publication. In discharging its responsibilities, the Safety, Environment, Operations and Sustainability Committee reviews, at each of its meetings, certain key performance indicators relating to climate risk, including energy efficiency and environmentally beneficial electrification. [...] Development of five-year capital budget, long-range plan, Climate Change Vulnerability Study (2019) and Climate Change Implementation Plan (2020), Enterprise Risk Management assessments and mitigation plans; regular meetings of VP-level ESG Committee and Climate Risk and Resilience Executive Committee; participation in trade group sustainability initiatives. Executive compensation is tied to several climate-related key performance indicators. [...] A newly created Climate Change Adaptation and Resiliency Corporate Instruction establishes clear responsibilities within our company for climate change adaptation and resiliency efforts. It creates a new Climate Change Risk and Resilience Group, with oversight by an executive level Climate Risk and Resilience Committee. The Company's Strategic Planning department and Enterprise Risk Management department are both overseen by the Chief Financial Officer. [...] The Audit Committee of the Board oversees the risk management framework and meets with the director of risk management at least annually to discuss program initiatives and to provide strategic direction for the program.

Does your organization have a public commitment or position statement to conduct your engagement activities in line with the goals of the Paris Agreement?[…]No, and we do not plan to have one in the next two years

Describe the process(es) your organization has in place to ensure that your external engagement activities are consistent with your climate commitments and/or climate transition plan?[…]The Government and Regulatory Affairs and Energy Policy and Regulatory Affairs teams at Consolidated Edison, Inc. are experts on our organization's "Clean Energy Commitment" and this commitment anchors and guides our direct engagement with policy makers and trade associations. In addition, Con Edison Transmission participates in policy development at the federal level and in several states with respect to electric transmission development activities. Ensuring that our engagement activities are consistent with the "Clean Energy Commitment" is straightforward when we are directly engaging with policy makers in our own name and solely on our own behalf. When engaging indirectly with trade associations, Con Edison carefully reviews association comment letters and other advocacy materials to ensure consistency with the "Clean Energy Commitment" and other Company positions. When such reviews yield inconsistencies, Con Edison seeks necessary edits in the comment letters and other advocacy materials. If those edits are unacceptable to the associations and their other members, Con Edison will express its concern with the comment letters or other advocacy materials to the trade association and, if necessary, seek to have our divergent positions expressed in the subject material(s), have the comment letter or other advocacy material explicitly note that we are not signing on to it, or even take a public position in opposition to such materials (when circumstances warrant); we also may submit our own comments on any policy when we do not agree in full or in part with trade association comments.