CODE OF VIRGINIA

GENERAL STANDARDS OF CONDUCT FOR DIRECTOR (§ 13.1-690)

A. A director shall discharge his duties as a director, including his duties as
a member of a committee, in accordance with his good faith business judgment of
the best interests of the corporation.

B. Unless he has knowledge or information concerning the matter in question that
makes reliance unwarranted, a director is entitled to rely on information,
opinions, reports or statements, including financial statements and other
financial data, if prepared or presented by:

   1.  One or more officers or employees of the corporation whom the director
   believes, in good faith, to be reliable and competent in the matters
   presented;

   2.  Legal counsel, public accountants, or other persons as to matters the
   director believes, in good faith, are within the person’s professional
   or expert competence; or

   3.  A committee of the board of directors of which he is not a member if the
   director believes, in good faith, that the committee merits confidence.

C. A director is not liable for any action taken as a director, or any failure
to take any action, if he performed the duties of his office in compliance with
this section.

D. A person alleging a violation of this section has the burden of proving the
violation.

HISTORY: Code 1950, §§ 13-206, 13-207, 13.1-44; 1956, c. 428; 1985, c. 522.