Code of Ethics and Business Conduct

Transcription

1 Code of Ethics ad Busiess Coduct

2 OUR CORE VALUES Safety, Ethics, Excellece, Oe Domiio Table of Cotets Ethics ad Compliace Our Shared Resposibility 2 Our Commitmet to Fellow Employees 6 Our Commitmet to Customers ad Busiess Parters 10 Our Commitmet to the Compay ad its Shareholders 18 Our Commitmet to the Commuity 24 Admiistratio of this Code 28

3 CODE OF ETHICS AND BUSINESS CONDUCT 1 A MESSAGE FROM TOM FARRELL Ethics is a core value at Domiio. That meas qualities such as itegrity, idividual resposibility ad accoutability matter every bit as much as bottom-lie results. Doig right ad doig well are iseparable. Every compay eeds a compass to avigate through these complex, fast-paced times i which the potetial for ethical abuse is ever preset. The cosequeces of uethical behavior or eve perceived uethical behavior ievitably show up sooer or later: a employee gets ijured, earigs ad share price plummet, or the compay s credibility suffers. Domiio s Code of Ethics ad Busiess Coduct serves as our moral compass. The Code helps defie ad guide our decisios ad actios. It articulates the policies ad practices that gover ethical coduct ad compliace issues. It icludes oe set of rules that apply to you ad me ad everyoe alike. These rules must be read ad uderstood by every Domiio employee, regardless of job title or work locatio. The Code exists to promote lawful coduct ad provide you with aswers to questios that have a ethical or legal dimesio. It covers a broad rage of issues, icludig such thigs as workplace safety, coflicts of iterest, use of compay assets ad protectio of employee iformatio. Use our Code whe faced with a ethical choice or cocer. It is a valuable resource for meetig our high stadards of coduct ad our obligatios to shareholders, customers, busiess parters, the commuity ad each other. TOM FARRELL Chairma, Presidet ad Chief Executive Officer

4 1 Ethics ad Compliace Our Shared Resposibility

5 CODE OF ETHICS AND BUSINESS CONDUCT 3 About this Code This Code is iteded to promote lawful ad ethical behavior by all Domiio employees ad members of the board of directors. Its purpose is to esure that the compay ad those actig o its behalf coduct busiess accordig to our core values ad all applicable compay policies ad legal requiremets. Domiio s reputatio is a priceless asset. To preserve ad protect this reputatio, members of the compay s board of directors, all Domiio employees (both uio ad o-uio) ad Domiio s agets are expected to coduct compay busiess i accordace with the highest level of ethical stadards. Our Code provides a itroductio to importat policies ad legal requiremets that we must follow. You should use it for guidace to help uderstad the compay s ethical stadards ad expectatios. However, the Code is oly a startig poit. It is ot iteded to describe every policy, regulatio, or law that may apply to you. May of the compay s writte policies go ito more detail o various topics. You will fid refereces to applicable policies throughout the Code. These policies are available to all employees ad members of the board of directors o DomNet. Additioal policies or legal requiremets may apply to you depedig o your work locatio. Our Resposibilities for Ethical Behavior Each of us has a resposibility to comply with the spirit ad the letter of the laws, regulatios, ad compay policies that apply to our work. We are expected to behave with respect, hoesty ad dececy towards everyoe affected by our busiess. A legal or regulatory violatio could subject the compay to liability ad i some cases also subject employees or board members to persoal liability. Eve a allegatio of a violatio could seriously damage Domiio s reputatio. Those who supervise others have the additioal resposibility of settig a example with their ow ethical coduct. Maagers are expected to keep lies of commuicatio ope so that employees feel comfortable askig questios ad reportig cocers. Maagers also are expected to esure that employees uder their supervisio complete assiged traiig ad have adequate kowledge to follow the requiremets ad expectatios established by this Code. Aswers to ethical questios are ot always clear. Whe faced with a difficult decisio that may raise a ethical or compliace issue, it might help to ask yourself the followig questios: Is the actio i compliace with compay policy? Is it legal? If a actio is agaist compay policy or is illegal, do ot do it. How will I feel if I do it? Will I be able to fuctio with a clear cosciece? Ask yourself if a actio or decisio is cosistet with the compay s values ad your persoal values. What will others thik if they fid out? Would you be ashamed ad embarrassed if others fid out about your decisio? What if it is reported publicly i ews reports? Could the reportig of your actios reflect badly o your reputatio or the compay s reputatio?

6 4 CODE OF ETHICS AND BUSINESS CONDUCT ASK QUESTIONS It is our resposibility to ask questios ad immediately brig potetial problems to the compay s attetio. SEEK ADVICE If you are usure about the proper course of actio, seek guidace from maagemet, a Compliace Officer or the Ethics ad Compliace Program staff. Q. I reported my cocer aoymously, so why was I iterviewed? A. The perso ivestigatig your report is resposible for gatherig facts pertaiig to the reported cocer. To do this, the ivestigator idetifies idividuals who may have kowledge of the cocer ad cotacts them. If the ivestigator believes you might kow relevat facts, you could be iterviewed. However, that does ot mea the ivestigator is aware that you are the aoymous caller. Your supervisor is ofte the best perso to go to for advice. He or she is probably most familiar with you, other members of your departmet, ad the work that you do. I some situatios, however, there may be other resources better suited to address your cocers or to provide guidace. For example, your supervisor might be the subject of the cocer. I that case, there are umerous resources available to you, icludig the Domiio Compliace Lie, Huma Resources represetatives, Domiio Compliace Attoreys ad Compliace Officers, ad represetatives of the Ethics ad Compliace Program. REPORT CONCERNS You have a duty to report ay cocer that is perceived as uethical or i violatio of compay policies or legal requiremets. If you are aware of suspected miscoduct, illegal activities, fraud, misuse of compay assets, or violatios of compay policies, it is your resposibility to report the cocer immediately. May issues ca be addressed perso to perso by speakig with your supervisor, your supervisor s boss, a Huma Resources represetative, or a member of the Ethics ad Compliace Program staff. If you are ot sure where to go, or prefer to report a cocer aoymously, you should call the Domiio Compliace Lie or report the cocer electroically through the Domiio Compliace Lie Olie. Domiio has cotracted with a idepedet compay for Compliace Lie services. This compay does ot record telephoe calls, track caller ID, trace electroic commuicatios, or otherwise attempt to determie your idetity. To report a cocer call You may call the Domiio Compliace Lie 24 hours a day, seve days a week. All calls are hadled by persoel traied to respod to compliace-related calls. The perso who aswers your call will take detailed otes of your coversatio, ad the will read the otes back to you to esure that the iformatio you provided has bee accurately documeted. Or go olie If you report a cocer electroically through the Domiio Compliace Lie Olie, you will be directed through a series of screes where you will be asked to provide iformatio about your cocer.

7 CODE OF ETHICS AND BUSINESS CONDUCT 5 Represetatives of the Ethics ad Compliace Program will receive a report with the details of your cocer withi 24 hours of your call or website report. Reports that describe a emergecy situatio (immiet threats to life, health, property or the eviromet) will be reported immediately to the appropriate Domiio official. After you describe your cocer or questio, you will be issued a report idetificatio umber. You ca use this umber to call back or to access the website at a later date to fid out how your cocer was hadled, or to obtai the aswer to your questio. INVESTIGATIONS AND CONSEQUENCES OF CODE VIOLATIONS Whe you report a cocer, the iformatio is thoroughly reviewed. If the cocer is idetified as a ethics or compliace matter, it will be ivestigated. Sometimes employees use the Domiio Compliace Lie to report cocers that are ot related to ethical or compliace issues. The Ethics ad Compliace Program staff will refer such cocers to the appropriate departmet for review. Ofte, the ivestigatio of a cocer will idicate that additioal traiig is the appropriate course of actio. If the ivestigatio of a ethics or compliace issue reveals that a violatio of this Code has occurred, appropriate discipliary actio will be take, up to ad icludig termiatio of employmet. Please refer to the compay s Disciplie Policy for more iformatio. Depedig o the ature of the violatio, other cosequeces may iclude reimbursemet to the compay for ay losses or damages resultig from the violatio or referral for crimial prosecutio. GOOD-FAITH REPORTING Employees who report suspected miscoduct or a compliace issue are expected to be truthful i their reportig. Makig a false allegatio kowigly is cosidered bad-faith reportig ad is a violatio of this Code. Domiio will disciplie ay employee who makes a false accusatio kowigly or provides false iformatio to the compay or others. Such disciplie may iclude termiatio of employmet. Protectio from Retaliatio Domiio values opeess ad respects the cotributios of employees who help eforce this Code. Q. I observed a co-worker showig sexually explicit pictures o his compay computer. I am offeded ad wat to report the cocer, but I do ot feel comfortable reportig it to my supervisor. What should I do? A. You ca call the Domiio Compliace Lie ad speak directly to a traied specialist or you ca report the cocer through the Compliace Lie Olie website. If you choose, you may report the cocer aoymously. Domiio does ot tolerate retaliatio agaist ay employee who i good faith reports suspected uethical coduct or violatios of laws, rules, regulatios, or compay policies. If you believe that your hoest reportig of a cocer has subjected you to retaliatory actio, cotact the Domiio Compliace Lie.

8 2 Our Commitmet to Fellow Employees

9 CODE OF ETHICS AND BUSINESS CONDUCT 7 Diversity ad Equal Employmet Opportuity We expect employees to create ad reiforce a iclusive, creative ad productive work eviromet i which everyoe feels accepted ad respected. Fosterig a diverse ad iclusive workplace is everyoe s resposibility. At Domiio, diversity refers to who we are the various characteristics that make us uique. It icludes age, physical ability, educatio, religio, ethic backgroud, sexual orietatio, socioecoomic status, as well as race ad geder. We are expected to treat each other fairly ad with respect. You ca help do this by followig the compay s Guidig Priciples ad Behaviors for a Iclusive Workplace. Iclusive behaviors: Ecourage a uderstadig of self ad others Make it safe to talk Foster clear two-way commuicatios Provide coachig ad feedback Coect idividual jobs to Domiio s missio Maagers are resposible ad accoutable for ecouragig appropriate workplace behaviors ad addressig iappropriate behaviors. Uder o circumstace should ay employee, cotractor or job applicat be treated less favorably because of age, race, color, religio, geder, marital status, atioal origi, vetera status, disability, sexual orietatio or other status protected by federal, state, ad/or local laws. It is your resposibility to report ay actio that you thik is discrimiatory. For more iformatio, please read the Equal Employmet Opportuity Policy. Q. I applied for a supervisory positio. I was iterviewed but did ot get the job. Istead, the positio was offered to someoe who is much youger tha I am. Is this a violatio of the compay s Equal Employmet Opportuity Policy? A. Not ecessarily. The fact that the idividual who was offered the positio is youger tha you are does ot make the decisio discrimiatory. The compay expects maagemet to make good-faith decisios whe hirig, placig ad promotig employees. Although maagemet is prohibited from makig promotio decisios based o age or ay other iappropriate factor, maagemet could coclude i good faith that a employee who happes to be youger tha you is best suited for the supervisory positio. If you believe that a maager has discrimiated agaist you or made a decisio i bad faith, you should report your cocer.

10 8 CODE OF ETHICS AND BUSINESS CONDUCT Freedom from Harassmet We are committed to a workplace free from ay form of harassmet. Harassmet udermies the itegrity of the employmet relatioship ad respect of huma digity. You have a resposibility to uphold the compay s commitmet ad report ay acts (verbal, physical, or visual) of harassmet, itimidatio or coercio related to race, color, acestry, sex, religio, atioal origi, age, disability, sexual orietatio, geder idetity or expressio, amog others. Maagemet is held to a eve higher stadard to esure that the compay is ot creatig a eviromet of distrust or uwilligess to report a cocer. For more iformatio, please read the Harassmet Policy. Safety i the Workplace Safety is a core value at Domiio. Every employee shares the resposibility for esurig that we work i a safety-coscious eviromet. EVERYONE WINS WHEN SAFETY COMES FIRST Report safety cocers immediately - ALWAYS Our shared commitmet to safety is simple. Everyoe wis whe safety comes first. Whether we work i a office, out of a bucket truck, at a power plat, alog a gas pipelie, or ay other place where Domiio does busiess, safety is our top priority i all that we do, every day. We have a shared resposibility to resolve usafe coditios ad maitai a safe work eviromet for employees, customers, ad the geeral public. We must be midful of the importace of workig i a safety-coscious eviromet ad do our part to keep it that way. We must complete all safety traiig assiged to us as promptly as possible. Each of us is resposible without exceptio for reportig ay workplace coditio that might be usafe. If you become aware of ay workplace ijury, you must advise maagemet immediately so that appropriate actio ca be take, icludig documetatio of OSHA recordable accidets. I additio you are required to uderstad ad follow the basic expectatios ad safe work practices described i the Safety Policy as well as the safety-related policies ad procedures that apply to your particular work locatio. WORKPLACE ENVIRONMENT Oe of the may ways the compay esures that we provide a safe ad productive work eviromet is by requirig all employees to be fit for duty. Whe issues arise regardig your physical, emotioal, or metal health, ask yourself if you are equipped to work safely. If you believe that you or oe of your co-workers is ot able to work safely, you should immediately cotact your supervisor or report your cocer to the Domiio Compliace Lie or electroically through the Domiio Compliace Lie Olie. For additioal iformatio, please review the Fitess for Duty Policy.

11 CODE OF ETHICS AND BUSINESS CONDUCT 9 As part of our commitmet to safety, we will ot tolerate ay form of workplace violece. Violece icludes ay verbal or physical coduct occurrig i the workplace or affectig the workplace that causes someoe to fear for their persoal safety, the safety of co-workers, or the safety of compay property. Firearms ad other weapos are ot allowed o compay property without prior writte authorizatio from the maager of Corporate Security. If you have kowledge of ay workplace violece issue that does ot ivolve immiet dager, cotact your supervisor, or report the issue through the Domiio Compliace Lie. For additioal iformatio, please refer to the Violece i the Workplace Policy. If you kow of actual or potetial workplace violece, or if you believe someoe is i dager, immediately cotact Corporate Security at , or call 911. Protectio of Employee Iformatio We have a ethical ad legal resposibility to preserve the privacy, cofidetiality ad security of persoal employee iformatio. Durig the course of our employmet, Domiio collects ad uses cofidetial persoal iformatio about us as part of its admiistratio of the employmet relatioship. Examples of cofidetial persoal iformatio iclude data related to compesatio, beefit pla erollmet, disability ad family medical leave, performace reviews, phoe umbers, home addresses, social security umbers, ad other persoal iformatio. At times, the compay eeds to disclose persoal iformatio to third parties, such as vedors that admiister our retiremet plas ad other beefit programs. The compay also may eed to disclose persoal iformatio to comply with legal ad regulatory requiremets. Federal ad state laws gover the disclosure of certai types of persoal iformatio. We must be able to trust that ayoe who has access to our persoel records or other persoal iformatio will treat the iformatio cofidetially ad use it oly for appropriate busiess reasos ad i compliace with applicable privacy laws. If you are i a job with the authority to access cofidetial persoal iformatio, you must ot provide this iformatio to ayoe iside or outside the compay who does ot have a busiess eed to kow it. I additio, you must be familiar with Domiio s ecryptio procedures ad other methods of securig persoal iformatio. Q. I work i Huma Resources o beefits admiistratio. I just leared by processig some compay paperwork that a fried i aother departmet eeds to take a medical leave of absece. My fried has ot told me about her coditio, but I wat to call her to let her kow I am cocered ad to offer my help. Is it okay to call her? A. No, it is ot okay to call her to iquire about her coditio. At the preset time, the oly reaso you have iformatio about your fried s medical coditio is because of your job. You ca oly use this iformatio to the extet ecessary to perform your beefit pla admiistratio duties. I fact, callig your fried may be a violatio of applicable laws that protect persoal health iformatio ad could subject you to discipliary actio ad the compay to legal liability ad pealties. You eed to wait to call util either your fried tells you about her medical coditio or you hear about it i a maer urelated to ay job resposibilities at Domiio.

12 3 Our Commitmet to Customers ad Busiess Parters

13 CODE OF ETHICS AND BUSINESS CONDUCT 11 Coflicts of Iterest Coflicts of iterest ca udermie busiess judgmet ad threate Domiio s reputatio i the busiess commuity. Eve the perceptio of a coflict of iterest ca cause the itet of your actios to be questioed. Employees ad members of the board of directors must avoid activities that udermie their busiess judgmet or that could result i improper persoal beefits because of their positio with the compay. Potetial coflicts of iterest must always be disclosed to maagemet, ad, i some cases, to the Chief Compliace Officer or the board of directors. Uder Domiio s Coflicts of Iterest Policy, you must iform maagemet before you: Accept or offer thigs of sigificat value from or to ay vedor, supplier, customer, or competitor of the compay; Have ay persoal fiacial iterest i ay busiess trasactio i which the compay is ivolved; or Egage i ay busiess arragemet or other trasactio that coflicts with the iterests of the compay. If you are a employee, you should make your supervisor aware of a potetial coflict of iterest. If you are a officer or a board member, you should otify the Chief Compliace Officer or the Chair of the Audit Committee, respectively. The facts i each circumstace must be evaluated to determie if the activity is i keepig with our ethical stadards. I reachig a determiatio, the guidig priciple will be whether the activity is cosistet with the spirit ad itet of our Code. Whether a activity is a actual or perceived coflict of iterest depeds o several factors, such as value, frequecy, busiess purpose, udue preferece to a particular party, ad whether the situatio iterferes or could appear to iterfere with your idepedet judgmet or objectivity i doig your job. RECOGNIZING CONFLICTS OF INTEREST I geeral, a coflict of iterest occurs whe a persoal or family iterest iterferes with or could be perceived to iterfere with our ability to make soud, objective busiess decisios o behalf of Domiio. A coflict of iterest or the appearace of a coflict of iterest may arise eve if you are ot i a decisio-makig role for the compay. If you are ot sure whether a coflict of iterest may exist, you should ask your supervisor. The followig sectios provide guidace for some commo situatios.

14 12 CODE OF ETHICS AND BUSINESS CONDUCT BUSINESS COURTESIES The givig ad receivig of gifts, etertaimet, meals ad other busiess courtesies ca be importat ad appropriate ways of buildig ad maitaiig proper busiess relatioships. I certai istaces, however, such exchages ca create a coflict of iterest or the appearace of a coflict of iterest. We should declie ay busiess courtesy that is iteded to or may appear to be iteded to ifluece our busiess decisios. Similarly, we must ot offer ay busiess courtesy if our itet or the appearace of our itet may be to ifluece the recipiet s busiess decisios. GIFTS As a geeral rule, we must ot accept or give gifts, services, discouts, or other thigs of value from or to a vedor, customer, uio official, govermet official or employee, or other third party doig busiess or seekig to do busiess with Domiio. Gifts received from a third party must be retured to the door. Q. My team just completed work o a sigificat project with a outside vedor. The vedor has offered to give me ad my co-workers tickets to a major league baseball game. Noe of the vedor s busiess associates will be goig with us to the game so this will ot be a busiess etertaimet evet. The value of each ticket is $75. Ca we accept this gift of tickets? A.Yes. The tickets to the baseball game have a omial value. If additioal gifts are offered to ay of you from this vedor, you should cosult with maagemet before acceptig them. There are limited exceptios to this geeral rule. Gifts with a omial value that are related to the maiteace of ogoig legitimate busiess relatioships are allowed. As a geeral guidelie, a gift with a value of less tha $100 is cosidered to be omial i value. Over the course of a caledar year, you should ot accept gifts from a sigle source that, o a combied basis, exceed $200 i value. Examples of appropriate gifts iclude gifts of promotioal items, food or beverages durig the holiday seaso, tickets to ordiary sports ad etertaimet evets, ad supplier discouts available to all employees. Gifts i the form of cash or aythig that ca be coverted to cash, such as cash gift cards, are ever permitted. BUSINESS ENTERTAINMENT AND MEALS Meals ad tickets to sports, theater ad other etertaimet evets that have more tha a omial value ca be accepted provided there is a busiess relatioship with the door, the door is preset at the evet or meal, ad the cost of the etertaimet is reasoable uder the circumstaces. TRAVEL AND OVERNIGHT ACCOMMODATIONS I most cases, you should ot accept offers to pay for commercial travel ad overight accommodatios from a vedor that is doig busiess or seekig to do busiess with the compay. Domiio s policy is to pay for commercial travel ad accommodatio expeses associated with fuctios that ivolve travel or overight stays wheever such fuctios have a busiess purpose. There may be times whe it is ot practical or feasible for Domiio to pay for overight accommodatios. For example, a vedor may ow the accommodatios beig offered or there is otherwise o moetary cost to stay overight. If a vedor doig busiess or seekig to do busiess with the compay offers to pay for or otherwise provide your overight accommodatios, you may ot accept the offer without prior approval from the Geeral Compliace Officer for your busiess area. If you are a Domiio officer, you must obtai approval from the Chief Compliace Officer. If you are a executive officer or a board member, you must obtai approval from both the Chief Executive Officer ad the Chief Compliace Officer; ay such approvals will be reported to the Audit Committee.

15 CODE OF ETHICS AND BUSINESS CONDUCT 13 USUALLY ACCEPTABLE Some gifts ad busiess etertaimet we receive or give are small eough that they do ot require pre-approval, such as: Tickets to ordiary sports, theater ad other cultural evets that have a value of less tha $100 Occasioal meals with busiess associates Coffee mugs, pes, caledars ad other promotioal items ALWAYS ASK Some gifts or forms of busiess etertaimet may or may ot be permissible. You should always ask your supervisor before you accept or give: A gift of more tha omial value Gifts from or to a sigle source durig a caledar year that, o a combied basis, have a value of more tha $200 Tickets to special evets, such as a World Series or Bowl Game Overight accommodatios NEVER ACCEPTABLE Some gifts or forms of busiess etertaimet are ever permissible there are absolutely o exceptios. We may ot give or receive: Cash, securities, or aythig covertible ito cash (such as gift certificates that are covertible to cash) Commercial travel expeses Overight accommodatios (uless pre-approved) Aythig that is tied to a agreemet of ay kid that calls for aythig i retur for the gift or etertaimet Q. A vedor seekig to do busiess with my busiess area at Domiio has ivited me to a golf outig at a local coutry club. The vedor has offered to pay my grees ad cart fees totalig about $200. Ca I accept this offer? A. Yes, this type of busiess etertaimet is acceptable provided oe or more busiess associates who work for this vedor will atted the golf outig. Ay etertaimet that is sexually orieted, usavory, or otherwise violates our ethical stadards Ay gift or form of etertaimet that could be illegal

16 14 CODE OF ETHICS AND BUSINESS CONDUCT GOVERNMENT EMPLOYEES Various laws, rules ad reportig requiremets may apply whe we iteract with govermet officials ad employees. Violatios of these requiremets ca result i sigificat civil ad crimial pealties. If you iteract with govermet employees as part of your job, you are expected to kow ad follow requiremets ad restrictios that apply to the exchage of meals, etertaimet ad other busiess courtesies betwee the compay ad a govermet official or employee. CORPORATE OPPORTUNITIES AND FAIR DEALING Employees ad members of the board of directors have a duty to advace the legitimate iterests of the compay ad to deal fairly with our customers, vedors, suppliers, competitors ad each other. You should ot accept busiess opportuities, commissios, or advatageous fiacial arragemets from a customer, vedor or busiess parter. You also must ot purchase for persoal use goods or services provided by a compay vedor o terms other tha those available to the geeral public or established by compay policy. Q. I am cosiderig a temporary secod job to ear extra moey durig the holiday seaso. Is this okay? A. Yes, but remember that your first ad primary resposibility is to Domiio. You must be able to fulfill all of your job resposibilities, icludig overtime, if that is a requiremet. Also, if your secod job is with a busiess etity that is doig busiess or seekig to do busiess with the compay, you must iform your supervisor to be sure there is o coflict of iterest. You may ever take persoal advatage of ay busiess or ivestmet opportuity that you may lear about through your work for Domiio ad that the compay may wat to pursue uless ad util the compay has had a opportuity to evaluate it ad has chose ot to pursue it. You must ot compete with the compay. You may ot take ufair advatage of ayoe through maipulatio, cocealmet, abuse of privileged iformatio, misrepresetatio of material facts, or ay other ufair-dealig practice. LOANS AND GUARANTEES The compay will ot make ay guaratees or loas to executive officers, board members, or their family members. EMPLOYMENT AND COMPENSATION FROM OUTSIDE SOURCES You may egage i outside busiess activities as log as they do ot iterfere with your duties ad resposibilities at Domiio. If you are plaig to work for a busiess etity that is doig busiess or seekig to do busiess with the compay, you must discuss the job with your supervisor first. There could be a coflict of iterest or the appearace of a coflict of iterest. If you or a immediate family member ows a sigificat fiacial iterest i ay busiess etity that does busiess or is seekig to do busiess with Domiio, or is i competitio with Domiio, you must otify your supervisor so the situatio ca be evaluated to determie if there is a coflict of iterest. If you are a board member, you should otify the Corporate Secretary s Departmet. You also must refrai from egagig i busiess activities that could damage the compay s reputatio.

17 CODE OF ETHICS AND BUSINESS CONDUCT 15 EMPLOYMENT OF RELATIVES To avoid the appearace of favoritism, you may ot work directly for, work i the same chai of commad as, supervise or make employmet decisios about a family member. For additioal iformatio, please see the Hirig & Assigmet of Relatives Policy. Regulatory Requiremets May aspects of Domiio s busiess are subject to federal ad state regulatory rules ad laws. We are expected to kow ad comply with all regulatory requiremets that apply to us. The followig sectios discuss some of the commo regulatory requiremets that apply to the compay s operatios. There may be other specific regulatory requiremets that apply to your busiess area. All employees, board members, ad agets are required to uderstad ad comply with the regulatory requiremets that apply to them whe coductig activities o behalf of the compay. If you have a questio regardig ay legal requiremets, you should cotact a attorey i the Law Departmet who specializes i the applicable regulatory area. INTERACTION AMONG BUSINESS UNITS AND AFFILIATE RESTRICTIONS The Federal Eergy Regulatory Commissio (FERC) ad state utility commissios i several states where Domiio coducts busiess have adopted codes ad stadards of coduct that gover trasactios betwee the compay s busiess uits ad affiliates. These codes ad stadards of coduct are iteded to ecourage well-fuctioig markets by prevetig preferetial treatmet of compay affiliates ad to esure that customers of our regulated busiesses do ot subsidize the compay s o-regulated activities. To meet these objectives, the codes ad stadards of coduct require that affiliates fuctio idepedetly, restrict the sharig of certai categories of o-public iformatio, ad require that certai iformatio be posted o Domiio s website. It is your resposibility to be aware of ad comply with the codes of coduct ad stadards of coduct that apply to your work. Be midful of ad follow the affiliate rules, eergy marketig compliace rules, ad ay NERC Compliace requiremets applicable to your job. You may be asked to complete traiig o how to comply with these complex regulatory rules. If so, you should complete the traiig promptly. If you have questios about these rules or are ucertai about compliace requiremets, seek guidace from the Law Departmet, the Federal Regulatio Group, or the Eterprise Risk Maagemet departmet. If you believe that ay of these rules have bee violated, report the suspected violatio immediately. ENERGY MARKETING COMPLIANCE Employees who egage i buyig ad sellig of atural gas, electricity, or other eergy commodities o behalf of the compay ad those who egage i documetig or reportig those trasactios are expected to follow the laws, rules ad policies that apply to those activities.

18 16 CODE OF ETHICS AND BUSINESS CONDUCT ELECTRIC RELIABILITY STANDARDS NERC COMPLIANCE Domiio s electric busiess must adhere to regulatory requiremets that are desiged to esure the safe, reliable operatio of the atio s electric power grid. The FERC has established madatory reliability stadards that apply to owers ad operators of electric power assets. The North America Electric Reliability Corporatio (NERC) has bee certified as the Electric Reliability Orgaizatio with primary resposibility for overseeig compliace with these stadards. The system of compliace icludes Regioal Reliability Orgaizatios (RROs), which oversee compliace withi eight geographical regios. The requiremets iclude rigorous auditig ad record-keepig, as well as iteral compliace efforts both at the corporate level ad withi affected busiess uits. Iteratioal Busiess Coduct Whe we coduct busiess outside of the U.S., we must be aware of the accoutig stadards ad special legal requiremets that apply to iteratioal busiess relatioships. Q. My busiess uit is hostig a workshop at which represetatives from several iteratioal eergy regulatory agecies will speak. We would like to take the speakers to dier ad a football game to thak them for their participatio. Is this okay? The U.S. Foreig Corrupt Practices Act (FCPA) makes it a crime for compaies ad their directors, officers, employees ad agets to offer aythig of value - icludig gifts, paymets or bribes - to a foreig official, party official, or ay cadidate for foreig office, for the purpose of ifluecig such idividuals i the performace of their duties. The accoutig provisios of the FCPA restrict activities that could coceal the use of corporate fuds for wrogful purposes. Violatio of the FCPA could result i fies, pealties or imprisomet. A. Possibly. The aswer depeds o the specific facts ad circumstaces. Cotact the Law Departmet to determie if this form of etertaimet complies with the FCPA or other applicable laws.

19 CODE OF ETHICS AND BUSINESS CONDUCT 17 Atitrust ad Fair Competitio We must comply fully with the letter ad spirit of laws desiged to preserve free ad ope competitio. Our busiess activities are subject to state ad federal atitrust laws. The purpose of these laws is to promote fair competitio. The atitrust laws apply to a wide rage of activities, icludig marketig, procuremet, cotractig, mergers ad acquisitios, ad the locatio ad operatio of our facilities. Atitrust laws are complex, ad their requiremets are ot always obvious. Violatios ca lead to severe pealties ad crimial sactios. If you have ay questios about how atitrust laws may apply to a particular situatio, seek advice from the Law Departmet before takig ay actio.

20 4 Our Commitmet to the Compay ad its Shareholders

21 CODE OF ETHICS AND BUSINESS CONDUCT 19 Accoutig ad Fiacial Reportig We must report all fiacial trasactios accurately, completely, fairly, ad i a timely ad uderstadable maer. RESPONSIBILITY IN REPORTING The data we provide for the preparatio of fiacial statemets, regulatory reports ad publicly filed documets must comply with geerally accepted accoutig priciples ad Domiio s iteral cotrol procedures. Our shareholders rely o us to esure that these statemets reflect our compay s operatios ad fiacial coditio fairly ad completely. All steps leadig to the creatio of fiacial reports are importat oes. These steps ca iclude data etry, preparatio of drafts, completio of records ad reports. Ay participatio i the process, however small, must be truthful, accurate, legible ad timely. If you are ivolved i our disclosure process, you are required to be familiar with ad to comply with the compay s disclosure cotrols ad procedures, as well as ay iteral cotrols over fiacial reportig that are relevat to your area of resposibility. Domiio employees perform activities o a daily basis that affect iteral cotrols tied to our fiacial statemets. Examples of such activities iclude: Completig a timesheet accurately ad o time Approvig a timesheet Approvig access to iformatio systems The followig are examples of tasks or processes that could impact SOX compliace if they are ot doe correctly: Payig ivoices without prior approvals Approvig ivoices without checkig terms ad coditios of the purchase order Makig purchases ot i compliace with the Expediture Cotrol Policy Improperly accessig fiacial systems Processig customer paymets improperly Improper codig of project charges, expeses or budgets Eterig a goods receipt or service etry Approvig paymets for goods ad services Readig a customer s meter accurately Esurig proper accoutig whe obtaiig a part from the warehouse Preparig a joural etry Overseeig a budget each moth Restrictig access at your work locatio The actios or iactios of employees related to these tasks ca affect iteral cotrols, ad therefore, compliace with the Sarbaes-Oxley Act of 2002 (SOX). Employees should be familiar with iteral cotrol policies ad procedures relevat to their work areas ad should follow these policies whe performig their duties.

22 20 CODE OF ETHICS AND BUSINESS CONDUCT Isider Tradig You may ot buy or sell Domiio stock at ay time whe you are aware of material iformatio about the compay that is ot available to the geeral public. This iformatio is referred to as iside iformatio. If you have ay questios about whether you might have iside iformatio, you should cotact the Corporate Secretary s Departmet or the Chief Compliace Officer. Iformatio is geerally cosidered to be material if there is a reasoable likelihood that a ivestor would cosider the iformatio importat whe decidig whether to trade i a security or if the iformatio could sigificatly affect the market price of the security if made public. Examples of iformatio likely to be material iclude: earigs, fiacial results or forecasts, uaouced divideds, possible mergers, acquisitios, divestitures, or joit vetures, ad key persoel chages. Iformatio is ot cosidered to be public uless it has bee circulated i a ews release, public filig, or other public disclosure, ad a sufficiet amout of time has passed for it to be absorbed by the fiacial markets. Iformatio usually is ot cosidered public util after the close of busiess o the secod tradig day followig the day of public disclosure. The prohibitio o isider tradig applies to all trasactios of compay stock, icludig stock you may hold i the Savigs Pla. To avoid ay iadvertet isider tradig, you may ot eter ito ay hedgig trasactios related to Domiio stock. Providig isider iformatio to someoe who may buy or sell Domiio stock is also prohibited. The prohibitio o isider tradig applies ot oly to Domiio stock but also to securities of other compaies if you happe to lear of material, o-public iformatio about aother compay i the course of performig your job for Domiio. If you are a executive officer or member of the board of directors, all trasactios of Domiio stock made by you or your immediate family members must be cleared i advace with Domiio s Corporate Secretary. Officers other tha executive officers are expected to otify the Corporate Secretary s Departmet before makig trasactios of Domiio stock. Isider tradig is both uethical ad illegal. Ay employee who egages i isider tradig is subject to discipliary actio, icludig termiatio. Please refer to Domiio s Securities Tradig Policy for additioal iformatio ad for specific reportig procedures.

23 CODE OF ETHICS AND BUSINESS CONDUCT 21 Records Maagemet Maitaiig proper record-keepig is essetial to meetig our obligatios to customers, employees, ivestors, regulators ad the geeral public. Records are essetial to ruig our busiess. Domiio s Records Maagemet Program icorporates legal ad regulatory requiremets ito stadard compay practices, eumerates basic records maagemet program guidelies, ad sets forth resposibilities for records maagemet. The program provides tools to assist employees with the maagemet of all forms of recorded iformatio. Good records maagemet icludes adherece to retetio schedules i effect for busiess records withi your area of resposibility. You are expected to kow ad abide by the records maagemet policies i effect for your busiess uit. LEGAL HOLDS A Legal Hold is a madatory directive issued by the Law Departmet to preserve certai busiess records util the directive is lifted. A Legal Hold operates as a importat exceptio to ay retetio schedule that otherwise might be i effect for a busiess record. Eve though a retetio schedule may call for destructio of a documet or group of documets, a Legal Hold meas that specified documets must be preserved util the Legal Hold is lifted ad expires. You are expected to adhere strictly to the requiremets of ay Legal Hold directive. Protectio ad Proper Use of Domiio s Assets All compay assets must be used by employees, agets, ad members of the board of directors oly for legitimate busiess purposes. CONFIDENTIAL INFORMATION Cofidetial iformatio is iformatio about Domiio that has ot bee disclosed to the geeral public ad that might be useful to competitors or harmful to the compay, our vedors, or our customers if disclosed. Cofidetial iformatio icludes iformatio that has ot bee made public about fiacial data, customer accouts, pedig acquisitios or divestitures, cotracts, strategic plas or legal proceedigs. Q. I overheard a co-worker sharig iformatio about a potetial divestiture over the phoe with someoe outside the compay. What should I do? A. Your co-worker may have shared cofidetial iformatio iappropriately. You should report this iformatio to your supervisor or to the Domiio Compliace Lie so a ivestigatio ca be coducted. You must ot share cofidetial iformatio about Domiio with the media, competitors, your family, or ay other third parties. If you have ay doubt about whether iformatio has bee publicly released or if disclosure is legally madated, you should cotact Corporate Commuicatios, the Law Departmet or Ivestor Relatios for guidace. USE OF COMPANY RESOURCES You have a resposibility to use compay property, facilities ad equipmet properly. This resposibility icludes protectig compay property from loss, theft, abuse ad uauthorized use. Compay resources are available to help you achieve legitimate busiess goals. Careless, iefficiet or illegal use of compay resources ca hurt all of us. Domiio will disciplie ayoe who kowigly misuses compay resources. Such disciplie may iclude termiatio of employmet.

24 22 CODE OF ETHICS AND BUSINESS CONDUCT Compay computers ad other electroic equipmet ad commuicatio systems must be used for compay busiess purposes ad i compliace with the Electroic Systems Policy. Limited, occasioal persoal use of computers, compay cell phoes ad other electroic systems is permitted but must be kept to a miimum. NEVER: Egage i electroic commuicatios that might be cosidered offesive, harassig, isultig, or obscee Trasmit chai letters, advertisemets or solicitatios Visit iappropriate iteret sites Istall or dowload software to a compay computer without obtaiig permissio from the Iformatio Techology Departmet Keep i mid that your electroic commuicatios usig compay equipmet are ot private. Records of your electroic commuicatios may be made ad used for a variety of reasos. Subject to applicable law, your electroic commuicatios may be moitored to verify that you are complyig with compay policies. SOCIAL MEDIA If you use blogs, social etworks or other forms of social media, you must ot claim or imply that you are speakig o behalf of Domiio uless you are authorized i writig to do so by Corporate Commuicatios. If you post persoal views o a public policy issue i which the compay may have a iterest, you must clearly idetify yourself as a Domiio employee ad iclude a disclaimer that the views are your ow ad ot those of Domiio. If you otice a potetially sigificat olie coversatio about Domiio that could affect the compay s reputatio or image i the commuity, please report that iformatio to Iteret Commuicatios. For additioal guidace, please refer to the Social Media Policy. Copyrights ad Itellectual Property Domiio has specific legal rights ad protectios with respect to our itellectual property. Domiio ows umerous copyrights, trademarks, patets, ad trade secrets, icludig compay logos, publicatios ad software that we have created or developed. These thigs are sometimes referred to as itellectual property. Vedors ad others outside the compay may ot use Domiio s logo or other itellectual property without appropriate licesig arragemets. Ideas ad ivetios geerated by employees durig their employmet geerally belog to the compay uder the Ideas ad Ivetios Policy. If your work requires you to use material that may be subject to copyright protectio, please refer to the compay s Copyright Compliace Policy for guidace. Maagig Busiess Expeses EMPLOYEE TRAVEL EXPENSES Domiio pays for the reasoable costs of travel ad related expeses whe employees travel o compay busiess. Our Travel ad Expese Policy ad Expediture Cotrol Policy provide guidace o what kid of expeses are allowed, as well as proper procedure for documetig ad obtaiig reimbursemet for those expeses. Domiio must comply with all Iteral Reveue Service requiremets for documetig its busiess expeses. Therefore, it is importat for employees to follow the strict requiremets of these policies, obtai ay ecessary approvals for the expeses ad submit proper documetatio whe preparig employee expese reports.

25 CODE OF ETHICS AND BUSINESS CONDUCT 23 BUSINESS ENTERTAINMENT EXPENSES Whe employees icur reasoable costs for busiess etertaimet, those costs will be reimbursed by Domiio. Whe cosiderig whether to icur busiess etertaimet expeses, it is importat to review the requiremets i our Travel ad Expese Policy, the Coflicts of Iterest Policy, ad the Busiess Courtesies sectio of this Code. As with reimbursemet for busiess-related travel expeses, there are strict documetatio ad approval processes i place for you to follow. PROCUREMENT AND PURCHASING CARDS Domiio maitais a extesive process for procurig goods ad services to obtai the most favorable terms for all trasactios, as described i the Supply Chai Maagemet Policy. All procuremet activities must be carried out by idividuals represetig the iterest of the compay exclusively ad i a maer cosistet with the highest ethical, moral ad legal stadards. If you have procuremet resposibilities ad have reaso to believe a coflict of iterest may exist i relatio to a specific procuremet decisio, you should report this without delay. Special rules apply to the purchase of small dollar items for the compay. Whe makig these small dollar purchases, you will fid importat istructios i the Purchasig Card Program Policy ad the Expediture Cotrol Policy. Followig these policies helps the compay maitai strog cotrols o its procuremet of goods ad services. TRAVEL AND ENTERTAINMENT CARD If you are frequetly required to travel o compay busiess, you may be issued a Travel ad Etertaimet Card (T&E Card). This card should be used oly as specified i the Corporate Travel ad Etertaimet Card Policy ad the Expediture Cotrol Policy. Purchasig Cards ad T&E Cards must ever be used for persoal purchases. A persoal expese is ay expese that is ot cosidered busiess related by Iteral Reveue Service guidelies. Regardless of which card is used, Iteral Reveue Service regulatios require documetatio of the busiess purpose(s) for the expeses, icludig the ames of all persos for whom the expeses were icurred. You should refer to the Guidelies for Use of Domiio s Purchasig Card Versus Domiio s Travel ad Etertaimet Card for examples of the types of allowable expeditures for each of these cards. TAX TREATMENT OF EMPLOYEE GIFTS AND AWARDS If you receive a gift or award from the compay, you will usually be required to pay taxes o it. This applies to gift cards, gifts awarded i a raffle or for Uited Way participatio, safety awards ad certai retiremet awards. There are limited exceptios for gifts that have a small dollar value, as determied uder Iteral Reveue Service guidelies. For additioal iformatio, please review the Tax Treatmet of Employee Gifts ad Awards Policy. Q. My group wats to give our boss a gift for Bosses Day. Is this cosidered a busiess expese? Ca I use my Purchasig Card to buy this gift? A. No. Gifts for evets such as Bosses Day, birthdays ad weddigs are persoal expeses. Q. Ca I use a Purchasig Card to pay for flowers to sed to a coworker who has bee hospitalized or who has had a death i the family? A. Yes. You ca use a Purchasig Card to pay for items that have a employee relatios busiess purpose. Q. Ca I use my Purchasig Card for hotel expeses whe travelig o compay busiess? A. Geerally, o. Please refer to the Travel ad Expese Policy for additioal iformatio.

26 5 Our Commitmet to the Commuity

27 CODE OF ETHICS AND BUSINESS CONDUCT 25 Servig Noprofit ad Commuity Orgaizatios Domiio supports civic projects ad commuity programs that cotribute to the bettermet of society ad we ecourage employee participatio i these activities. At Domiio, we strive to be resposible citizes, exemplary evirometal stewards, ethical busiess people ad friedly eighbors. Domiio s legacy as a public service corporatio istills pride i our employees ad a awareess of our special resposibility to be a good corporate eighbor ad to erich commuity life. You are ecouraged to voluteer with oprofit orgaizatios ad to participate i commuity activities, so log as your participatio does ot iterfere with your job performace or create a coflict of iterest with the compay. Evirometal Stewardship Evirometal protectio is the resposibility of every Domiio employee. Evirometal stewardship is embedded i Domiio s culture ad core values. Failure to meet our evirometal commitmets could result i damage to the eviromet ad to the compay s reputatio. It also could lead to crimial charges, fies ad liabilities ad imperil huma health ad safety. If you become aware of a situatio or practice that you suspect or kow is harmful to the eviromet, or does ot comply with the compay s evirometal policies or with goverig laws, rules ad regulatios, you have a duty to report the matter to the compay. Q. I am ot sure, but I thik I saw someoe dumpig chemical waste oto the groud at our plat. What should I do? A. Chemical waste that is ot properly disposed of could pose sigificat evirometal ad compliace problems. Eve if you are ot sure, you must report the icidet to your supervisor so that it ca be ivestigated. If you prefer to remai aoymous, you should report the icidet to the Domiio Compliace Lie.

28 26 CODE OF ETHICS AND BUSINESS CONDUCT Political Activities We are committed to maitaiig ad ehacig strog ad productive relatioships with govermet officials through lawful participatio i the political process. RELATIONSHIPS WITH GOVERNMENT OFFICIALS Doig the work of Domiio ofte calls for officers ad employees to iteract with federal or state govermet officials, icludig represetatives of the judicial, legislative or executive braches. I coductig the compay s busiess, we must adhere to the highest stadards of ethical behavior, as well as obey the letter of applicable laws, rules ad policies. This meas that we deal hoestly ad forthrightly with govermet officials at all times, ad are midful of ethical rules that address revolvig door restrictios o hirig. If your work requires you to iteract with govermet officials, be certai that you are familiar with these rules ad follow the guidace cotaied i the Coflicts of Iterest, Busiess Courtesies, Regulatory Requiremets ad Political Activities sectios of this Code. DOMINION S POLITICAL ACTIVITIES The laws ad regulatios goverig trasactios with govermetal etities impose special rules ad may have requiremets ot usually foud i trasactios with private parties. For example, a gift that may be acceptable if give to a private party may be illegal if give to a govermet official. Q. I was recetly elected to a political office i my hometow ad may eed to vote o issues that ivolve Domiio. Am I allowed to be ivolved i these discussios or to vote o these issues? A. You must abstai from discussig ad votig o ay issue directly ivolvig Domiio ad you must comply with the spirit ad letter of ay applicable coflict of iterest laws ad regulatios. Federal law places limits o a corporatio s ability to participate i the political process. May states impose similar restrictios. These limits may iclude restrictios o moetary cotributios ad i-kid cotributios, such as the use of facilities, tickets to receptios, paymet for meals ad lodgig, ad gifts to public officials. The Domiio PAC is a volutary, opartisa political actio committee. I accordace with federal legal requiremets, the PAC is fuded solely by persoal cotributios from Domiio employees who are U.S. citizes or gree card holders, who are paid o a salary (rather tha hourly) basis, ad who have policymakig, maagerial, professioal or supervisory resposibilities. All employee cotributios go directly to support political cadidates who are workig to protect ad promote compay ad idustry iterests at all levels of the political process. Because it is issues-orieted, the Domiio PAC is bipartisa ad supports both Democrats ad Republicas.