Union Pacific

Governance and Ethics

Our commitment to ethics begins with our board of directors and passes through every level of our organization. We will continue to work diligently to maintain the highest standards and provide quality service and value to our customers, investors and employees.

Guiding Policies and Principles

Union Pacific wants the way our company operates to be a source of pride for employees and to create a bond with customers, investors and community partners. In support of that goal, all employees are expected to comply with applicable laws and regulations and adhere to high ethical standards, including honesty, fairness, integrity and respect. Ethics training is incorporated into many of our employee education offerings. Read our complete Statement of Policy Concerning Business Conduct and Ethics for Employees.

Setting Policy

Governance policies are set by Union Pacific’s board of directors, composed of at least a majority of independent directors that includes no more than two management directors at any given time. Additionally, each year the board elects a chairman, who may or may not be the CEO of the company. If the individual elected as chairman of the board is not an independent director, the independent directors also elect a lead independent director. Read our complete Corporate Governance Guidelines and Policies.

Our board has four standing committees – audit, finance, compensation and benefits, and corporate governance and nominating – each of which is composed entirely of independent directors and operates under a written charter.

The corporate governance and nominating committee is responsible for developing and reviewing the appropriate skills and characteristics required of our board members. Board members are selected based on their familiarity with our business, diverse backgrounds and perspectives, relevant regulatory and stock exchange membership requirements, business experience and customer/supplier status.

Members of the board and committees self-evaluate to assess performance, including inviting comments on all aspects of the board and each committee’s process. These evaluations serve as the basis for a discussion of the board and committee performance, as well as recommended improvements.

Communications with the Board of Directors

We believe it is important for shareholders to have access to members of Union Pacific’s board of directors and we ensure information and inquiries are received by the intended director or directors. The board has appointed and authorized the secretary of the company to be responsible for processing communications from interested parties to directors. Communications from shareholders are forwarded directly to the appropriate board members.

Employee Roles

Employees also are provided avenues for communication on governance issues. The Union Pacific Values Line allows employees and third parties to report governance concerns, anonymously or openly. Concerns could include questionable accounting, internal accounting controls or auditing matters. Employees can also report directly to the internal audit department.

Equal Opportunity and Harassment Policies

A discrimination-free workplace and fair treatment are fundamental rights of all Union Pacific employees. Union Pacific has an Equal Employment Opportunity Policy that extends to all employees and applicants without regard to race, color, gender, national origin, age, religion, sexual orientation, gender identity, veteran status or disability or genetic information. In addition, our Harassment Policy prohibits offensive behavior directed at individuals based on any of the aforementioned protected characteristics. Because we also prohibit discrimination based on sexual orientation and gender identity – in hiring, promotion, demotion, termination, transfer, leaves of absence, compensation and training – our policy exceeds federal and most state employment laws.

Ethical Standards

Union Pacific has adopted a Code of Ethics for the CEO and Senior Financial Officers, Statement of Policy Concerning Business Conduct and Ethics for employees and Code of Business Conduct and Ethics for Directors. Each was developed and is maintained by the board’s corporate governance and nominating committee. We continually assess the appropriateness of these codes and policies and recommend changes that comply with federal regulations to continue to promote and support good governance. Additional information about our ethical standards and copies of these codes and policies are available in the Investors section under Corporate Governance.

Compensation

To ensure that our employee compensation is competitive, Union Pacific’s board of directors uses an independent compensation consultant to review and evaluate our compensation programs. The compensation and benefits committee uses that information to make recommendations to the board with regard to adjustments and changes needed to maintain competitive compensation practices.