We believe that good governance is central to sustainable performance and success. It helps identify Dominion as a competent and trustworthy steward of the resources entrusted to our care. It also provides a foundation for constructive management oversight, upholds a rigorous culture of accountability and helps protect the rights of shareholders.
Board of Directors
It is the fiduciary responsibility of the board of directors to uphold shareholder interests. The board values the diverse opinions of all stakeholder groups, including customers, the community, employees, shareholder advocates and various other individuals and organizations. It is good business practice, and it also reinforces the company’s emphasis on business excellence and ethical conduct.
The Dominion Board of Directors is composed of nine independent directors, plus the company’s chairman, president and CEO. The board has three committees to help execute its responsibilities. All committee members are independent directors. The committees include:
- Compensation, Governance and Nominating
- Finance and Risk Oversight
In 2011, we amended our corporate governance guidelines to formally designate the chairman of the Compensation, Governance and Nominating Committee to serve as independent Lead Director.
Each board committee has a charter that describes its responsibilities. The full board’s structure and responsibilities are outlined in its corporate governance guidelines, which also include the duties and responsibilities of our Lead Director and our director independence standards.
We review our governance documents and policies regularly. We propose changes to those documents with the advent of new rules or regulations; or whenever changes are consistent with good governance practice and in the best interests of Dominion and its shareholders.
We have a number of practices in place that are viewed as “best practices” and reflect Dominion’s commitment to good governance. These include:
- Majority voting standard in uncontested director elections;
- Annual election of directors;
- Regular executive session of independent directors without company management; and
- Elimination of supermajority voting provisions in our Articles of Incorporation and Bylaws.
Stakeholders may contact our independent directors on dom.com.
Correspondence should be sent to the following address:
Board of Directors c/o Corporate Secretary
Dominion Resources, Inc.
P.O. Box 26532
Richmond, VA 23261
In 2011, we adopted a formalized sustainability governance structure that includes a 12-member Executive Sustainability Council to provide strategic direction, set goals and monitor performance; a new Director of Sustainability to lead our program initiatives and to help engage our stakeholders; and a cross-functional Employee Sustainability Team to help implement programs, benchmark best practices and share information across the organization.
Questions or comments about Dominion’s sustainability program should be sent to:
Environmental Policy & Sustainability
P.O. Box 26666
Richmond, VA 23261