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Corporate Governance

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Norfolk Southern is committed to high standards of corporate governance, and the Board of Directors continually reviews and strengthens the company’s policies.

  • Implementing rules of the New York Stock Exchange, the Board determined that all NS directors are independent, with the exception of James A. Squires, chairman, president, and chief executive officer.
  • Only independent directors may serve on the Compensation, Audit and Governance and Nominating committees.
  • A Code of Ethics applies to directors in addition to officers and employees.
  • A Code of Ethical Conduct for Senior Financial Officers has been adopted.
  • Corporate Governance Guidelines, Board committee charters, the corporation’s bylaws, Code of Ethics, Code of Ethical Conduct for Senior Financial Officers and procedures for reporting accounting concerns are posted on the NS website at
  • The Board and the committees continue to perform annual self-evaluations, which are established practices at Norfolk Southern.
  • The Ethics & Compliance Hotline, in existence for many years, has been designated for use by employees and third parties who wish to report concerns about accounting and audit matters confidentially. The number is 800-732-9279.
  • The Norfolk Southern Board has determined that the Audit Committee includes at least one audit committee financial expert.
  • In September 2009, the NS Board amended the Bylaws to include majority voting for election of directors in an uncontested election.
  • Shareholders and other interested parties can contact outside Board members by sending written communication to the lead director, c/o Corporate Secretary, Norfolk Southern Corporation, Three Commercial Place, Norfolk VA 23510. All communications directed to this address will be forwarded to the lead director.

Norfolk Southern updates this site periodically as laws and regulations become effective or Norfolk Southern information changes. Norfolk Southern reserves the right to amend or modify the documents and information at any time.