The Board's dedication to good corporate governance is reflected in the Corporate Governance Principles and Practices, an evolving document that keeps pace with feedback from shareholders on governance issues, best practices, and regulatory requirements.

The Company's Certificate of Incorporation is the fundamental charter that regulates the powers of the corporation, its directors, and its shareholders, including voting rights.

The By-Laws are the Company's operational blueprint. They set forth the procedures that govern the annual meeting of shareholders, composition of the Board, duties of corporate officers, and they provide information concerning stock ownership. The By-Laws are kept current to reflect the most up-to-date changes and amendments adopted by the Board.

Since 2009, Prudential has had a majority voting policy in place for the election of directors, reflecting its awareness of the importance of this issue to shareholders and its commitment to transparency and accountability.

The Board pays particular attention to the governance of and controls in place to help maintain the independence of the Board. Administered by the Corporate Governance and Business Ethics Committee, the Related Party Transaction Approval Policy assures that there are no conflicts of interest and that all directors deal at arm's length with Prudential Financial and its subsidiaries.