By Matt Daily
RALEIGH, North Carolina (Reuters) - Duke Energy's
Ann Maynard Gray, the Duke director, told the North Carolina Utilities Commission that lack of disclosure about the plant and Johnson's "controlling" management style prompted Duke's board to seek his resignation shortly after Duke completed the $18 billion deal that put him in the CEO job.
"I think the reasons why Bill was asked to resign were unique to his leadership style," Gray testified.
The quick CEO switch that put James Rogers back in the top job has created turmoil over the past two weeks for Duke in North Carolina around the deal that created the nation's largest utility.
The North Carolina Utilities Commission has heard testimony from Rogers, Johnson and members of the Duke board from both companies, although the commissioners have not yet said what steps, if any, they may take.
But Commission Chairman Edward Finley indicated the NCUC had the power to reconsider its order granting approval of the merger, or to force Duke to re-install Johnson as CEO.
"It's been told to us that we didn't include in our order a requirement that the person who was told to us would be CEO (actually) would be the CEO for some reasonable time," he said.
Gray said regulatory moves to alter the merger order would be damaging to the company, which has promised to deliver savings to North Carolina's power consumers of $650 million in the coming years.
Duke again criticized the proceedings, especially Finley's refusal to allow its lawyers to question Johnson.
"The Commission has a responsibility to the State of North Carolina to investigate objectively, and its proceedings so far do not remotely satisfy fundamental fairness that due process compels," Duke lawyer Carter Phillips, a partner at Sidley Austin LLP, said in a statement.
ROCKY START
Gray testified under oath that Johnson got off to a rocky start even ahead of the companies' announcement that they planned to merge, when he gave a presentation in 2010 and discussed how he liked to operate.
"He did describe himself as an individual who likes to learn but not to be taught. That was an expression that stayed with the board," Gray said.
Gray said she and board member Dan DiMicco, the CEO of steelmaker Nucor
Gray's testimony largely echoed Rogers' comment to the NCUC that it was Johnson's management style, the issues around Progress's Crystal River nuclear plant and the poor performance of other Progress nuclear plants that eroded the Duke board's confidence in Johnson.
Rogers, who is also Duke's chairman, also testified that it was Gray who first brought board's concerns about Johnson to him in the months ahead of the deal's closing, but that he was excluded from the decision to oust him.
'RADIO SILENT'
As regulatory approvals dragged on, the Duke board judged information provided by Progress on the status of repairs at the Crystal River plant as lacking.
Duke's board requested that Johnson set up a face-to-face meeting with Rogers and the head of Nuclear Electric Insurance Ltd (NEIL) to discuss a claim Progress filed with NEIL, but it only yielded a telephone call with NEIL nine weeks later. NEIL insures the nuclear operations of electric utilities.
That type of delay to a board request would never have happened inside Duke, she said.
"You'd never go radio silent for nine weeks like that," she said. "I think a number of the Duke directors were stunned."
On Thursday, Johnson testified before the commission that he believed Duke tried to back out of the deal after the Federal Energy Regulatory Commission imposed expensive requirements on the companies to reduce their market power.
Duke has denied it sought to scuttle the deal, and said it made every effort to comply with the merger agreement.
Marie McKee, one of the Progress board members who joined the Duke board, testified on Thursday that she felt blindsided by Gray's quick effort to remove Johnson after the deal had closed.
She testified that Gray refused to elaborate on the reasons for Johnson's removal during an hour-long board discussion and would only say the Progress CEO was not a "good fit."
Shares of Duke, which have dropped more than 5 percent since the deal closed, were up less than 1 percent at $66.23.
(Reporting By Matt Daily; Editing by Steve Orlofsky, Bernard Orr)
