To promote lawful and ethical behavior by all employees, officers
and members of the Board of Directors and to ensure that the Company's business
is conducted according to the values of the Company and all applicable rules,
regulations and laws.
Applies to
This policy applies to all employees and officers of the Company.
This policy also applies to Directors, where applicable.
Guidelines
The Company is committed to conducting its business ethically
and with integrity. The ethical conduct of the Company depends on the collective
conduct of its employees, officers and Directors. The Company has established
the Dominion Ethics Program to coordinate compliance oversight activities company-wide.
The Ethics Program establishes processes to assist employees, officers and Directors
in obtaining guidance and resolving questions regarding ethical and compliance
issues. The Company has adopted principles in the following areas to guide employees,
officers, and, where applicable, Directors, on behaving with respect, honesty
and decency towards everyone affected by our business:
Each of these principles is described briefly in the paragraphs
that follow. (Select any link for quick access.)
Compliance with laws, regulations,
rules and policies
Each employee and officer is expected to be familiar and comply
with all of the policies of the Company that apply to their employment. In addition,
a commitment to ethical conduct requires that employees and officers comply
with the spirit of the law as well as the letter of the law. It is the duty
of each employee and officer to know, understand and comply with any laws, regulations,
and rules that apply in his/her job. Violating the law can seriously damage
the Company's reputation, subject the Company to liability, and subject the
employee or officer to personal liability. Questions concerning any legal responsibility
should be referred to the Law Department. Examples of some significant laws
and regulations are:
Antitrust Laws;
Environmental Laws and Regulations;
Nuclear Regulatory Commission Regulations;
Electric Safety Requirements;
Pipeline Safety Requirements;
Employee Health and Safety Laws and Regulations;
Labor and Employment Laws;
Securities Laws;
Sarbanes-Oxley Act of 2002;
Affiliate Transaction and Code of Conduct Regulations;
Appearance of good conduct and avoidance
of conflicts of interest
Each employee, officer and Director has a responsibility not
only to do the right thing but also to avoid behavior that could be perceived
as failing to do the right thing. Employees, officers and Directors should always
act in the best interest of the Company and avoid even the appearance of a conflict
of interest. A conflict of interest occurs when an individual's private interest
interferes in any way with the interests of the Company as a whole. A conflict
situation can arise when an employee, officer or Director takes actions or has
interests that may make it difficult to perform his or her Company work objectively
and effectively. Conflicts of interest also arise when an employee, officer
or Director, or a member of his or her family, receives improper personal benefits
as a result of his or her position with the Company. (To obtain additional guidance, employees and officers should see "Conflict of Interest" policy.)
Loans and guarantees of obligations
The Company has determined that the making of any new guarantees
or loans to executive officers, Directors, and their family members is prohibited.
Each employee and officer should promote diversity, inclusiveness,
and understanding in the workplace by valuing the individuality and creativity
that every employee brings to the Company. The Company is committed to hiring,
placing and promoting employees on the basis of ability and merit and evaluating
employees on a fair and consistent basis.
Harassment
Management firmly believes that harassment of any kind seriously
undermines the integrity of the employment relationship and respect for human
dignity. The Company is committed to providing a work environment free from
harassment, intimidation, and coercion based on or related to race, sex, religion,
national origin, age, disability, or any other classification protected by law.
Each employee and officer has a responsibility to uphold the Company's commitment
to provide a workplace free from harassment of any kind.
Each employee and officer should perform his/her job safely
at all times, protecting the public, customers, other employees and themselves
from injury. It is each employee's responsibility to look out for and resolve
unsafe situations. An employee should immediately report to management any unsafe
situation he/she is unable to resolve.
Commitment to excellence
Each employee and officer should:
Represent the Company with dignity and in a respectful
manner.
Strive for continuous improvement and maximize efficiency
in his/her job.
Work with others to achieve the common goal of quality
service.
Officers and employees should be responsible citizens of our
local, state and national communities. The Company supports civic projects and
community programs that contribute to the improvement of our society and encourages
employee participation in these projects and programs.
Appropriate use of Company assets
Each employee, officer and Director has a responsibility to
properly use Company property, facilities and equipment. This responsibility
includes protecting Company property from loss, theft, abuse and unauthorized
use. All Company assets should be used for legitimate business purposes.
Employees, officers and Directors are prohibited from (a)
taking for themselves, personally, opportunities that are discovered through
the use of corporate property, information or position; (b) using corporate
property, information, or position for personal gain; and (c) competing with
the Company. Employees, officers and Directors owe a duty to the Company to
advance its legitimate interests when the opportunity to do so arises.
Fair Dealing
Each employee, officer and Director should endeavor to deal
fairly with the Company's customers, suppliers, competitors and employees. None
should take unfair advantage of anyone through manipulation, concealment, abuse
of privileged information, misrepresentation of material facts, or any other
unfair-dealing practice.
It is important that the Company maintain accurate and reliable
records that meet applicable legal, financial, regulatory and management requirements.
Each employee and officer has a responsibility to ensure all Company records,
such as accounts, reports, bills, invoices, work and timekeeping records, and
correspondence are accurate and maintained in accordance with the applicable
document and data retention policies of his/her applicable business area. The
Company's Chief Executive Officer, Chief Financial Officer, Principal Accounting
Officer, Controller, and Treasurer ("Senior Financial Officers"),
are responsible for ensuring that the Company's financial statements, public
reports and communications contain disclosure that is full, fair, accurate,
timely and understandable. In that regard, the Senior Financial Officers are
responsible for establishing and maintaining effective disclosure controls and
procedures and internal controls and procedures for financial reporting.
Confidential Company information
Confidential information is any non-public information that
- if disclosed - would be damaging to the best interests of the Company or might
be of use to competitors. Each employee, officer and Director has a responsibility
to hold all confidential information obtained from the Company or its customers
in confidence, except when disclosure is authorized or legally mandated. Confidential
information should not be shared with the media, competitors or any other third
parties. If there is any doubt about whether such information has been publicly
released or if disclosure is legally mandated, the employee, officer or Director
should contact Corporate Communications, the Law Department, or Investor Relations
for guidance.
If an employee or officer knows about or suspects misconduct,
illegal activities, fraud, misuse of Company assets or violations of Company
policies, he/she has a duty to report his/her concerns. Employees are encouraged
to report any such concerns to their supervisor, the Dominion Law Department,
Dominion Audit Services, the Dominion Compliance Line or the Dominion Compliance
Line Online. (Calls and Internet reports can be anonymous). There will be no
retribution against any employee making such a report in good faith.
In addition, each year all non-union employees will be sent
a Compliance Survey in which they are asked whether they are aware of violations
of laws, regulations or Dominion policies during the preceding year. This survey
also serves as a certification that each employee who completes the survey has
read and understands the Company's Code of Ethics. However, employees should
not wait for the Compliance Survey to report violations. Violations should be
reported as soon as they are discovered or suspected.
Changes to the Code of Ethics
The Audit Committee may approve any updates or changes to
the provisions of this Code and will report any such changes or updates to the
Board of Directors. Additionally, any updates or changes to the provisions of
this Code must be publicly disclosed in a prompt manner.
Any waiver of the provisions of this Code for Senior Financial
Officers or Directors may be made only by the Board of Directors or the Board
committee to which such responsibility has been delegated. Any waiver of the
provisions of this Code for Senior Financial Officers or Directors must be publicly
disclosed in a prompt manner.
Administration of Code of Ethics
The Company's General Counsel serves as the Company's Chief
Compliance Officer. As such, he/she appoints several high level officers to
serve as Compliance Officers. Each Compliance Officer is responsible for ensuring
that the Company's Ethics Program functions effectively within his or her area
of responsibility and for ensuring that the Code of Ethics is effectively communicated
to employees and implemented on an ongoing basis.
The Chief Compliance Officer appoints a Deputy General Counsel,
Compliance to handle the day-to-day administration of the Dominion Ethics Program.
Retaliation
It is a violation of this policy for any Company employee,
officer or Director to retaliate or discriminate, directly or indirectly, or
encourage others to do so, against an individual who reports a suspected violation
or provides information relevant to an investigation of any conduct which the
individual reasonably believes to be a violation of applicable laws, regulations,
or Company policies.
The Company will investigate any violation or suspected violation
of this Code and take appropriate corrective action. Disciplinary action may
include termination, referral for criminal prosecution, and/or reimbursement
to the Company for any losses or damages resulting from violations of the Code
of Ethics. Examples of violations include:
Authorizing or participating in actions which violate applicable
laws, regulations, or Company policies.
Failing to report a violation or willfully withholding
relevant and material information concerning a violation.
Retaliating against individuals who report or assist
in investigations of suspected violations of applicable laws, regulations,
or Company policies.
