All members of the Exelon Board, except the CEO are "independent" directors 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. The Board considers all relevant facts and circumstances in assessing the materiality of a director’s relationship with the company. The Governance Principles set forth standards for assessing materiality.

Exelon expects its directors: (1) to represent shareholders, (2) to be loyal to Exelon and avoid actual or apparent conflicts of interest, (3) to exhibit integrity and adhere to the letter and spirit of Exelon’s Code of Business Conduct, (4) to prepare for and participate in meetings, (5) to keep abreast of company, industry and corporate governance developments, (6) to think and act independently, (7) to support the deliberative process, share their knowledge and expertise, and bring out the best in other directors, (8) to contribute to continuous improvement through ongoing evaluation of the Board, its committees, members and processes, and (9) to challenge management to commit to the highest attainable goals and hold management to its commitments.