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Corporate Governance – Overview

Overview | Director Biographies and Committee Membership | Lead Independent Director

Capital One is dedicated to strong and effective corporate governance that creates an appropriate framework for the Board to provide ongoing oversight of the Company’s activities, and for management to operate in an ethical environment that fosters strong risk management.

The Board of Directors has adopted Corporate Governance Guidelines to formalize the Board’s governance practices and to provide its view of effective governance. Our Corporate Governance Guidelines embody many of our long-standing practices, policies and procedures, which collectively form a corporate governance framework that promotes the long-term interests of our stockholders, ensures responsible decision-making and accountability, and fosters a culture that allows our Board and management to pursue Capital One’s strategic objectives. The Board reviews and periodically updates these principles and practices as legal, regulatory, and best practice developments evolve.

The Board has also adopted Capital One’s Code of Business Conduct and Ethics, which applies to Capital One’s directors and associates, including Capital One’s Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and other persons performing similar functions. The Code of Conduct reflects Capital One’s commitment to honesty, fair dealing and integrity and guides the ethical actions and working relationships of Capital One’s directors, officers and associates in their interactions with investors, current and potential customers, fellow associates, competitors, governmental entities, the media and other third parties with whom Capital One has contact.

The Board of Directors believes that these policies, principles and practices are vital to the future success and growth of Capital One and create a foundation for the effective functioning of the Board of Directors, its committees and Capital One as a whole. They are also critical to preserving the trust of our stakeholders, including stockholders, associates, customers, suppliers, governmental entities and the general public.

Contact Information

Concerns or complaints about Capital One's accounting, internal accounting controls or auditing matters may be submitted anonymously and confidentially via the Capital One Ethics Line at (866) 785-9735.

Interested parties may contact the Board of Directors or the independent directors as a group by contacting our Lead Independent Director, Ms. Ann Fritz Hackett, at the address below. Communications may also be sent to individual directors at the same address.

     Lead Independent Director
     c/o Corporate Secretary's Office
     Capital One Financial Corporation
     1680 Capital One Drive
     McLean, Virginia 22102

Ethics Portal: https://capitaloneethics.alertline.com/gcs/welcome.

Board of Directors and Committee Documents

Audit Committee Charter
Compensation Committee Charter
Governance and Nominating Committee Charter
Risk Committee Charter

Organizational and Governance Documents

Certificate of Incorporation
Bylaws
Corporate Governance Guidelines
Code of Business Conduct and Ethics (English)
Code of Business Conduct and Ethics (Spanish translation)
Code of Business Conduct and Ethics (French translation)