Governance

How we conduct business

Norfolk Southern has established high standards for corporate governance and ethical conduct in the workplace, the marketplace, and the communities we serve. As a freight railroad, we are in business to provide transportation services to customers. Our goal always is to meet and exceed customer expectations, following our vision to be the safest, most customer-focused, and successful transportation company in the world.

Norfolk Southern is committed to maintaining an injury-free work environment, delivering customers’ products efficiently and reliably, and being a good corporate citizen. Our employees, senior officers, and board of directors are guided by a core set of values based on doing the right thing.

Board of Directors

For more information about Norfolk Southern’s board of directors, including the board’s governing and committee structure, visit the investor relations page on our corporate website here. Biographical information about our board members can be found on page 5 of our 2013 Annual Report here.





Our SPIRIT values

Employees at Norfolk Southern are guided by a core set of work values, known as the SPIRIT values. They provide a framework for who we are and what we do as a company.

These values are:

Safety. We put safety first by taking care of the people around us and following the rules.

Performance. We are performance-driven and committed to providing quality customer service. We act on facts and are accountable for results.

Integrity. We do the right thing. We are open, fair, honest, and straightforward.

Respect. We believe in the importance of all of our stakeholders. We value the ideas and beliefs of our coworkers.

Innovation. We constantly seek new ideas and creative solutions to business challenges.

Teamwork. We believe that working together always produces the best results.

Our Code of Ethics

Norfolk Southern’s Thoroughbred Code of Ethics provides employees with a summary of the company’s core values and the corporate policies and procedures that guide our business conduct and business relationships with customers, stockholders, fellow employees, and the communities we serve. The code of ethics is the foundation of our corporate ethics and compliance program, which is overseen by the company’s Ethics and Compliance Committee. Committee members include our chief executive officer, executive vice presidents, and vice president of Audit and Compliance.

The code explains general guidelines for behavior, provides questions and answers for situations that employees might encounter on the job, and lists the resources for them to contact for help with questions or concerns.

To read a message from our CEO about the importance Norfolk Southern places on ethical behavior, or to download our code of ethics, click here.

Got an ethics question? NS has an app for that.

Keeping pace with modern technology, Norfolk Southern’s Ethics & Compliance Office in 2013 introduced a mobile device app that guides employees through ethical business decisions wherever they are. The interactive Gifts and Entertainment app, available only to employees, walks users through several detailed scenarios, from accepting vendor gifts to the company’s polices on meals and entertainment.

“We want to maintain the highest integrity in our business activities, and we seek to avoid even the appearance of inappropriate actions,” says Wayne Lockwood, the company’s director of ethics compliance. “It’s important that employees know and follow corporate rules about giving and receiving gifts involving companies or people doing or seeking to do business with Norfolk Southern.”

Our key business objectives

Norfolk Southern‘s business procedures require that corporate activities be consistent with the railroad’s policy objectives and comply with all applicable federal, state, and local laws and regulations.

Of particular concern are:

Norfolk Southern has developed processes to measure performance, report environmental information, and evaluate environmental effects as part of ongoing efforts to improve business operations, reduce pollution, and achieve policy objectives. We expect employees to regard this effort as a personal and a corporate responsibility. In addition, employees at all levels of the company have specific responsibilities for implementing our environmental policy. Our corporate policies and procedures are made available on the company’s ethics and compliance intranet site.

Our corporate sustainability structure

Norfolk Southern’s Environmental Policy Council has oversight responsibility for the company’s formal sustainability program. The council is composed of senior management executives, including department heads and our corporate sustainability officer.

The company formed the council in the mid-1990s to ensure that the railroad was in compliance with government regulations and corporate policies regarding environmental issues. In addition to monitoring compliance issues, the council ensures that all departments are aware of and contributing to our corporate sustainability efforts. The company created a formal corporate sustainability program in 2007, naming the rail industry’s first corporate sustainability officer and issuing our first annual sustainability report the following year.

Because all members are department heads, the council provides a forum where significant initiatives can be reported, internal programs discussed, and issues quickly resolved because the decision-makers with authority to enact change are at the table. Part of the council’s work involves reviewing Norfolk Southern’s sustainability program as measured against corporate best practices in sustainability, particularly practices within the rail industry.

Policies to safeguard the environment

Norfolk Southern has policies and procedures in place to minimize the environmental impacts of our business operations and to protect the quality of the environment for employees, customers, and communities. We are committed to conserving the company’s real estate assets through sound management of land, water, and other property resources. We strive to minimize waste through activities such as recycling, reduced energy consumption, greater use of environmentally preferred materials, and use of nonpolluting technologies, procedures, and work practices.

Our company has numerous internal management systems in place to ensure responsible management of environmental compliance and corporate sustainability initiatives.

For example, it is our policy to:

Safety is good business

Norfolk Southern is committed to the principle that safety is good business and that employees should have a safe working environment. All of our employees are expected to promote safety as both a personal and a corporate responsibility.

The railroad’s Operations Division Safety and Service Steering Committee, led by our chief operating officer, is responsible for interpreting Norfolk Southern’s safety policy. All department vice presidents are responsible for implementing and administering the policy in their respective departments. Each employee is accountable for complying with the policy.

Our safety policy is based on the following six tenets:

Safety is a proactive process at Norfolk Southern.

Through that process we aim to:

A part of the political process

Norfolk Southern, like all U.S. railroads, can be affected significantly by policies, legislation, and regulatory decisions made by government agencies and legislative bodies in Washington, and in the states where our railroad operates. The company’s board of directors believes it is in the best interests of Norfolk Southern and our stockholders to participate in the political process by engaging in a government relations program.

To learn about Norfolk Southern’s government relations program, including information about our political contributions, visit our corporate website here.

NS gets good marks for political disclosure

In 2013, the Center for Political Accountability ranked Norfolk Southern among the top tier of large American companies rated for political disclosure and accountability policies and practices. The 2013 CPA-Zicklin Index of Corporate Political Accountability and Disclosure gave Norfolk Southern a scaled score of 87.1 percent out of 100 percent, or 61 out of a possible 70 points. Norfolk Southern ranked 17th among the 195 companies scored. The strong standing reflects the company’s voluntary commitment to transparency and accountability in our political contributions.

The third annual CPA-Zicklin index looked at companies’ policies and practices regarding their political spending and disclosure. The report, found here, was released by the CPA in conjunction with the Zicklin Center for Business Ethics Research at the Wharton School of the University of Pennsylvania.

Managing business risks

Norfolk Southern’s risk management program is integrated throughout the company and is pervasive in our day-to-day operations. Our ongoing efforts to manage risk are particularly enhanced by our robust culture of safety, which has developed over more than a century of railroad operations.

Management assesses risks through a disclosure control process designed to examine existing risks and identify and evaluate emerging risks. This process both drives actions to address risks and determines whether and what disclosure should be recommended to senior management and the board of directors for inclusion in the company’s annual and quarterly financial reports filed with the U.S. Securities and Exchange Commission.

Our risk factors include, among others, environmental matters, transportation of hazardous materials, climate change legislation, relationships with our labor unions, workforce management and severe weather. All of our risk factors, including these environmental and sustainability risks, are evaluated regularly, and programs are in place to mitigate the risks.

The governance and nominating committee of our board of directors has assigned oversight of each risk factor to a board committee or to the full board, and our board has adopted an annual schedule for review of each risk factor. For example, our audit committee periodically reviews and discusses with management the major financial risk exposures and the steps management has taken or intends to take to monitor and control these exposures, while the full board oversees our major operational and strategic risks.

The board of directors has appointed F. Blair Wimbush as our corporate sustainability officer, and his team reports our activities with respect to sustainability issues and initiatives each year in our sustainability report.

Detailed information about Norfolk Southern’s most significant risk factors is available in the company’s 2013 Annual Report on Form 10K (pages K13 through K16). The report is available for download in the Investor Relations section of the company’s website.

Compliance with antitrust laws

U.S. antitrust laws, enacted to promote free and fair competition, regulate what Norfolk Southern and its employees can do when acting alone or with our competitors.

Our policy is to comply fully with all applicable federal and state antitrust laws. No officer or employee is permitted or authorized to take any action inconsistent with the antitrust laws or to permit or order others to take such action.

Application of antitrust laws to particular facts rarely is simple, particularly in the railroad industry, where connecting railroads must work together to move customers’ freight. Whenever company officers or employees believe that proposed activity raises antitrust questions, they are instructed to contact our law department, where designated attorneys can assist in ensuring that we comply with the law and company policy. In 2013, there were no findings of antitrust violations by Norfolk Southern.