Code of Ethics

Intent

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:
  

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;
  • Other Governmental Regulatory Requirements.
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.

Employee relations;

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.

Commitment to safety;

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.
Community relations;

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.

Corporate Opportunities;

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.

Accurate Company records;

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.

Reporting violations;

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.

Granting and disclosing waivers;

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.

Violations;

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.

NYSE : (March 16, 2010) D 39.86 0.15

Subscribe