                                 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 a director has knowledge or information concerning the matter in
question that makes reliance unwarranted, the 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&#8217;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;
2019, c. 734.