Good governance is fundamental to our long-term
success as a public corporation. It helps identify
us as a competent and trustworthy steward of shareholder resources.
At Dominion, sound governance boils down to providing a
foundation for constructive management oversight, maintaining
a rigorous culture of accountability, and respecting the
rights of shareholders. A well-governed company does best
over time by acknowledging the interests of all legitimate
stakeholders, including the communities and customers we
serve, employees, shareholder advocates, and other companies
and individuals with whom we do business.
Upholding shareholder interests is the board’s fiduciary
responsibility. The board also seeks to be fair and responsive
to all stakeholder groups. It is good business practice.
This supports our core values of excellence and ethical
conduct. We believe that independent directors with broad
experience and diverse perspectives are best equipped to
oversee management and promote sound business decisions,
and we have structured ourselves accordingly.
The Dominion Board of Directors is comprised of nine
independent directors, plus the company’s Chairman,
President & CEO. The board’s three committees —
Compensation, Governance & Nominating; Audit; and
Finance & Risk Oversight — are made up entirely of independent
directors. Through these committees, the board
oversees director nominations, executive compensation,
governance practices, financial reporting, internal controls,
legal and regulatory compliance, independence and qualifications
of outside auditors, and financial and risk management
policies.
Each board committee has a charter that describes its
responsibilities in detail. The full board’s structure and
responsibilities are outlined in its governance guidelines and director independence standards. Related party transaction
guidelines provide additional guidance to the board
on selecting independent directors and identifying conflicts
of interest resulting from financial transactions and arrangements
between Dominion and related parties. |
 |
The independent
chairman of the Compensation, Governance & Nominating Committee leads non-management executive
sessions at regularly scheduled board meetings. Our board
committees also conduct executive sessions without management
presence. These practices help promote board
independence.
We believe strongly in open communication with our
shareholders and the public. We provide many avenues of
access for those interested in Dominion’s financial news and
public filings, as well as company policies, position papers and executive speeches that address our commitments and
activities in the environmental, public policy, community,
political and governance arenas. This includes our policies
and practices regarding political activities and contributions.
In addition, Dominion’s political contributions are disclosed
on the Web site of the Federal Election Commission. And the company has long supported
the Virginia Public Access Project, a nonprofit, nonpartisan
group dedicated to improved transparency and disclosure of
funding sources for state elections. Stakeholders can communicate
with our independent directors via our Web site or
by sending letters to the Corporate Secretary, Dominion
Resources, Inc., P.O. Box 26532, Richmond, VA, 23261.
We work to promote the accurate disclosure of all material
matters affecting the company with equal and timely
access by all. We also strive to present all announcements,
positive or negative, in a clear and balanced way.
The
Dominion board fully recognizes that maintaining a robust
Code of Ethics, good governance practices, director independence
standards, and guidelines for transactions with
related parties, is an ongoing duty and challenge shaped by
changing times, laws and social values. We believe the
board has met this challenge by adopting or revising its
policies to reflect changing conditions.
|
