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Effective and ethical governance

Exelon is committed to be the best electric and gas company in the United States. This is not an idle goal, nor one that will be easy to achieve or sustain. Effective corporate governance and the highest ethical standards are central to our ability to become the best. To succeed, we must maintain the trust of shareholders, customers, employees, regulators and the communities we serve.

Exelon’s ability to capture—and share with our stakeholders—the advantages of sustainable business practices is tied inextricably to our economic health. We pursue those practices that improve our financial position while balancing environmental and social needs. All of this can only be accomplished in a culture in which the values of integrity, accountability and continuous improvement are the hallmarks of corporate governance. Exelon will continue to live our values and execute our vision in a sustainable manner in order to provide superior value for our stakeholders.

Effective Corporate Governance

Sound governance plays an integral role in our ability to achieve our financial and sustainability goals. We can only aspire to it if it grows out of a fundamental set of values and behaviors that are rigorously defined and reinforced. We can only achieve it through engaged and supportive leadership and an involved workforce committed to the pursuit of excellence and continuous improvement. We can only sustain it if we implement it through a management structure that incorporates policies, programs, procedures and processes grounded in best practices. To that end, Exelon has a 13-member Board of Directors that makes all significant decisions and oversees the management of the company in the long-term interests of shareholders. All members of the Exelon Board of Directors, except the Chairman and the CEO, are independent.  6 Standing Committees of the Board :Corporate Governance monitors governance trends and makes recommendations to the Board on board and committee functions, composition and effectiveness, and on director compensation  Audit reviews financial reporting and accounting practices and internal control functions  Compensation and Leadership Development reviews executive compensation and administers employee benefit plans and makes recommendations to the Exelon Board regarding leadership development and succession planning Investment Oversight is responsible for general oversight of Exelon's investment management functions.  $0 Finance and Risk assists the Exelon Board of Directors in monitoring the financial condition, capital structure, financing plans and programs of Exelon and its subsidiariers and in assessing, monitoring and controlling risk Generation Oversight oversees the safe and reliable operation of all generating facilities owned or operated by Exelon and its subsidiaries.

Under criteria established by the New York Stock Exchange and incorporated in the Exelon Corporate Governance Principles, an independent director is one who has no “material relationship” with the company.  All members of the Exelon Board of Directors, except the Chairman and the CEO, are independent directors.

Highest Ethical Standards

Exelon’s Board of Directors has approved the Corporate Governance Principles, Bylaws and Committee Charters that provide the framework for Exelon’s governance. In addition, all Exelon directors, officers and employees must observe the requirements of Exelon’s Code of Business Conduct. The Code is a guide to ensure that we comply with applicable laws and regulation, and that we conduct ourselves according to the highest standards of ethical conduct.

The Audit Committee oversees the process of receiving and assessing concerns of potential violations of law, regulation or the Code of Business Conduct. The process, administered by the Ethics and Compliance Office, provides employees, shareholders, customers, contractors, suppliers and others with multiple avenues for reporting concerns, including options that allow anonymity.

The Corporate Secretary may initially review communications with directors and transmit a summary to them, but has discretion to exclude from transmittal any communications that are commercial advertisements or other forms of solicitation or individual service or billing complaints (although all communications are available to the directors upon request). The Corporate Secretary will forward to the directors any communications raising substantial issues.

Instituting Environmental Governance
In January 2009, the Corporate Governance Committee of the Board of Directors revised its charter to include responsibility for overseeing Exelon’s strategies and efforts to protect and improve the quality of the environment, including, but not limited to, climate change and sustainability policies and programs and the Exelon 2020 strategy.
Contact the Exelon Board
Shareholders can communicate with the Chairman of the Corporate Governance Committee or with the independent directors as a group by writing to them c/o:

Mr. Bruce Wilson, SVP, Deputy General Counsel & Corporate Secretary
Exelon Corporation
10 S. Dearborn St., 53rd Floor
Chicago, IL 60603
Corporate Governance