portland general electric code of business ethics and conduct · 1 if you have any questions about...
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Code of Business Ethics and ConductPortland General Electric
121 S.W. Salmon Street • Portland, Oregon 97204PortlandGeneral.com
February 2008
Printed on recycled paper. Please recycle.
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A message from Peggy
Dear Directors, Officers and Employees:
Our customers, co-workers, governmental agencies and vendors depend on us to follow the highest standards in serving our customers and conducting our business. We value the trust they have placed in us and take very seriously our responsibility to constantly demonstrate that their faith in our people and our organization is well placed.
That’s why it’s so important that each of us takes time to occasionally review our Code of Business Ethics and Conduct. It allows us an opportunity to learn about new policies and requirements, identify changes to some of our existing practices and remind ourselves that this is a company dedicated to doing things right the first time.
Our Code of Business Ethics and Conduct, which has been reviewed and approved by the PGE Board of Directors, is designed to illustrate appropriate behavior, underscore the specific legal requirements of our business conduct and help us protect one of our most valuable assets — our Company’s reputation.
Some of the information may seem obvious and logical or may not be new to you. But the laws, regulations and standards designed to govern our business are becoming increasingly complex. This guide has been updated to reflect changes to those laws. We also made changes based on feedback we’ve received from many of you who told us that some sections of the previous edition were vague, unclear or didn’t address the types of situations you deal with on a day-to-day basis. As before, we’ve also made sure that this updated information is available on the PGE intranet for easy reference.
It’s important to note that this document is intended as a guide — no publication of this kind could ever anticipate every situation or circumstance that might arise. That’s why it’s so important that each of us follows both the letter and the spirit of this Code. If you ever find yourself unsure about the right thing to do, you can always find additional guidance by contacting a member of our Ethics & Compliance team at (503) 464-7091. I want to take this opportunity to thank those of you who have done just that. It makes me proud to know that ours is a culture where people don’t hesitate to raise a hand and ask questions, even in those rare instances when doing so may feel awkward or uncomfortable.
I want to thank you for taking your commitment to these principles seriously, and for all that you do to ensure that PGE remains a Company that we can all take pride in.
Sincerely, Peggy Y. Fowler CEO and President
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Table of Contents
Introduction to the Code of Business Ethics and Conduct................................................1
Constantly Considering Ethics
PGE Guiding Behaviors.....................................................................................................2
Reporting Violations...........................................................................................................3
Investigations of Suspected ViolationsDiscipline for Violations
Fairness in the Workplace.................................................................................................4
Equal Employment OpportunityNepotism/RelativesSexual HarassmentOther Harassment
Compliance with Laws and Fair Dealing............................................................................6
Federal Energy Regulatory CommissionOregon Public Utility CommissionAntitrust LawsFair Dealing/Relationships with Customers and SuppliersPolitical ActivitiesSecurities Laws and Insider Trading
Conflicts and Corporate Opportunities.............................................................................10
Conflicts of InterestCorporate OpportunitiesGifts and Business Entertainment
Protection and Proper Use of Company Assets..............................................................13
Accurate Company RecordsDocument and Record RetentionUse of Company ResourcesReporting a Personal Investigation
Proprietary Information....................................................................................................16
Gathering Information about Other BusinessesConfidential Information and Trade SecretsTrademarks, Copyrights and Other Intellectual Property
Responding to Inquiries from the Press and Others........................................................18
Environment, Safety and Health......................................................................................18
Environmental RegulationsSafety and Health
Why Affirmaton to the Code is Required.........................................................................19
Waivers and Additional Information.................................................................................20
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vivi
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If you have any questions about this Code of Business Ethics and Conduct, or wish to report an ethical concern or conflict,
please refer to page 3 of this document.
Introduction to the Code of Business Ethics and Conduct
This Code of Business Ethics and Conduct (Code of Ethics), which has been approved by the Board of Directors, expresses the principles, policies and practices every director, officer and employee of Portland General Electric Company and its subsidiaries (PGE or the Company) should use when conducting the Company’s business. It is not intended as an exhaustive list of the activities or practices that could affect the reputation and goodwill of PGE’s business. All employees are expected to be aware of and follow the Guiding Behaviors, Corporate Policies, and individual departments’ policies and practices. Most of all, your good judgment and discretion are essential in determining appropriate conduct for a particular situation.
Constantly Considering Ethics
Ethical conflicts rarely come in the clear-cut and
obvious examples that lend themselves to a code.
Your job will be to question any ethical decisions
that are not addressed in this Code of Ethics or that
are not clear. As an employee of PGE, it is your
responsibility to identify and resolve such ethical
concerns. It is far better to engage ethical issues
before they become problems than to leave the
issues for another day. Discuss your concern with
your supervisor or others in your management area
first. If you are unable or unwilling to discuss your
concerns with management, or believe management
has not addressed your previous concerns, you may
contact the Ethics and Compliance Department
or the Corporate Compliance Officer or use the
EthicsPoint Hotline, 1-866-384-4277.
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If you have any questions about this Code of Business Ethics and Conduct, or wish to report an ethical concern or conflict,
please refer to page 3 of this document.
PGE Guiding Behaviors
The PGE Guiding Behaviors are a set of values
and perspectives that employees use to approach
everyday decisions and guide their behavior in the
workplace. By actively engaging with these values,
we can generate a Company-wide culture of ethical
clarity and integrity. As a PGE employee, you
should make a conscious effort to integrate these
Guiding Behaviors into your workplace values, and
should measure your decisions and behavior against
these common ideals.
Be Accountable Dignify People Make the Right Thing Happen Positive Attitude Team Behavior Earn Trust
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If you have any questions about this Code of Business Ethics and Conduct, or wish to report an ethical concern or conflict,
please refer to page 3 of this document.
Reporting Violations
This Code of Ethics and the business policies,
principles and practices outlined in it are critical
to PGE operations. No PGE director, officer
or employee should tolerate violations of these
standards.
You are responsible for reporting any violation,
including situations or matters that may be
considered unethical or a conflict of interest and
to cooperate fully with any investigation, whether
conducted by the Company or by an external law
enforcement or regulatory agency.
No one who, in good faith, reports a suspected
violation will be subject to discipline or
retaliation for making the report.
You are strongly encouraged to report any suspected
violations through your normal management channel
as your management may be most knowledgeable
about how best to address the situation. If you are
uncomfortable with that process, or believe your
previous concerns have not been addressed, you
have the following options:
Call the EthicsPoint Hotline, 1-866-384-4277 •
File an EthicsPoint Hotline Concern: by visiting•
www.ethicspoint.com
Contact the Ethics and Compliance Manager at •
503-464-7091
Contact the Corporate Compliance Officer at •
503-464-8860
Communications will remain confidential to the
extent reasonably possible. Anonymous reports may
be made to the EthicsPoint Hotline or by submitting
an anonymous report to any of the individuals listed
above.
Investigations of Suspected Violations
PGE will promptly investigate all reported
violations with confidentiality to the extent
reasonably possible. It is imperative that reporting
persons not conduct their own preliminary
investigations unless such an investigation is part
of their employment duties (e.g. employees in
security or internal audit). Investigations of alleged
violations may involve complex legal issues, and
acting on your own may compromise the integrity of
an investigation and adversely affect both you and
the Company.
Discipline for Violations
The Company intends to use every reasonable
effort to prevent the occurrence of conduct not in
compliance with this Code of Ethics and halt any
such conduct that may occur as soon as reasonably
possible after its discovery. Subject to applicable
law and agreements, Company personnel who
violate this Code of Ethics may be subject to
disciplinary action, up to and including termination.
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If you have any questions about this Code of Business Ethics and Conduct, or wish to report an ethical concern or conflict,
please refer to page 3 of this document.
Fairness in the Workplace
PGE strictly prohibits all forms of
discrimination and harassment in the
workplace. If you believe you have been
subjected to harassment of any kind, you
should promptly report the incident to your
supervisor, the harasser’s supervisor or the
Corporate Compliance Officer. Complaints
of harassment, abuse or discrimination will
be investigated promptly and thoroughly
and will be kept confidential to the extent
possible. No employee may retaliate
against any individual for reporting,
in good faith, a claim of discrimination
or harassment or for cooperating in an
investigation. Similarly, the Company will
not tolerate any violence in the workplace
or in any work-related setting. Any
employee who is found to be responsible
for discrimination, harassment or violence
will be subject to disciplinary action, up to
and including termination.
Equal Employment Opportunity
PGE is an Equal Employment Opportunity
employer. PGE will not discriminate against
any individual on the basis of race, color, age,
religion, sex, national origin, citizenship, mental
or physical handicap or disability, marital status,
sexual orientation, gender identity, veteran status
or any other basis prohibited by law. This policy
covers all aspects of the employment relationship
including recruitment, hiring, advancement, training,
retirement and compensation administration. This
policy also applies to the management of employee
benefit plan policies and all other conditions of
employment.
Nepotism/Relatives
Nepotism is favoritism shown to a relative, domestic
partner or spouse based on the relationship.
Relatives, domestic partners and spouses will not
be treated differently from other applicants for
employment. However, the employment process
requires stricter scrutiny whenever an employee
might be involved in a workplace decision involving
a relative, domestic partner or spouse. A relative
may not enter or stay in a position which creates
a conflict of interest or exercises supervisory,
appointment, promotional or grievance authority
over another relative, spouse or domestic partner.
Sexual Harassment
Sexual harassment consists of unwelcome sexual
advances, requests for sexual favors and other
verbal or physical conduct of a sexual nature when:
submission to such conduct is made a term or
condition of employment; submission to or rejection
of such conduct is used as a basis for employment
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If you have any questions about this Code of Business Ethics and Conduct, or wish to report an ethical concern or conflict,
please refer to page 3 of this document.
decisions; or such conduct has the effect of
unreasonably interfering with an individual’s work
performance or creating an intimidating, offensive
or hostile work environment.
Forms of sexual harassment include, but are not
limited to: verbal harassment, such as unwelcome
comments, jokes or slurs of a sexual nature; physical
harassment, such as unnecessary or offensive
touching or impeding or blocking movement; and
visual harassment, such as offensive posters, cards,
cartoons, graffiti, drawings or gestures.
Other Forms of Harassment
Harassment on the basis of other characteristics is
also strictly prohibited. Such harassment is verbal or
physical conduct that degrades or shows hostility or
hatred toward an individual.
Harassment includes any behavior that has the
purpose or effect of creating an intimidating, hostile
or offensive work environment. It is also harassment
to interfere with an individual’s work performance
or otherwise adversely affect an individual’s
employment.
Harassing conduct includes, but is not limited to:
using derogatory nicknames or slurs; negative
stereotyping; and behaving in a threatening or
intimidating way. Displaying written or graphic
material that ridicules or shows hostility or aversion to
an individual or group and that is posted on Company
premises or circulated in the workplace will not be
tolerated.
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If you have any questions about this Code of Business Ethics and Conduct, or wish to report an ethical concern or conflict,
please refer to page 3 of this document.
Compliance with Laws and Fair Dealing
PGE is committed to fully complying with
state and federal laws, rules and regulations
applicable to its activities. More broadly,
you must deal fairly with all customers,
suppliers, regulators and competitors.
Federal Energy Regulatory Commission
The Federal Energy Regulatory Commission
(FERC) has adopted Standards of Conduct
(Standards) that gas and electric transmission
providers, including PGE, must follow. The core
principle of these Standards is that a transmission
provider must not discriminate in the way it
treats transmission customers. A transmission
provider cannot operate its transmission system to
give a preference to its marketing and sales unit
or its energy affiliates. The Standards prohibit
transmission function officers and employees from
sharing transmission information with officers
and employees of marketing and sales units and
affiliates except through official Internet Web sites
(Op en Access Same Time Information System
[OASIS] and the Natural Gas Transportation Web
sites). Similarly, the Standards prohibit marketing
and sales and energy affiliate officers and employees
from obtaining transmission information other than
from official Internet Web sites.
Oregon Public Utility Commission
The Oregon Public Utility Commission (OPUC)
regulates all aspects of PGE’s provision of retail
electricity services, including the rates, terms and
conditions of service and access to distribution
services by electricity service suppliers. PGE may
not charge any rates for retail regulated services
that are not approved by the OPUC and may not
discriminate among similarly situated customers.
FERC has three classifications of employees under the FERC Standards of Conduct: transmission function employees; marketing and sales employees; and shared employees. Transmission function employees may not share any nonpublic transmission information with marketing and sales employees, so transmission employees must limit their interactions with marketing and sales employees. Shared employees may interact with employees in both categories, but this requires constant vigilance in order to avoid disclosing nonpublic transmission information to marketing and sales employees. You can determine someone’s FERC classification by the color of his/her PGE employee badge (yellow for transmission, green for marketing and sales, and blue for shared) or by looking him/her up in the PGE employee directory. As always, any doubts about FERC compliance should be aired to ensure compliance. Feel free to ask your manager, the FERC Compliance Manager or the Corporate Compliance Officer for further information about any aspect of FERC regulations.
Constantly Considering: FERC Basics
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If you have any questions about this Code of Business Ethics and Conduct, or wish to report an ethical concern or conflict,
please refer to page 3 of this document.
Antitrust Laws
PGE is committed to conducting its business
in compliance with the letter and spirit of all
applicable antitrust laws and other laws that protect
competition. The antitrust laws can be complex, and
it is impossible to describe them fully in any code of
ethics. In general, antitrust laws prohibit agreements
among competitors on matters such as prices, terms
of sale and allocations of markets or customers.
Unlawful agreements need not take the form of
a written contract or even express commitments
or mutual assurances. Courts can — and do —
infer agreements based on “loose talk,” informal
discussions or the mere exchange between
competitors of information from which pricing or
other collusion could result. You should take care to
avoid involving yourself in such situations.
Fair Dealing/Relationships with
Customers and Suppliers
The Company depends on its reputation, and the
way we deal with our customers, suppliers and
competitors molds that reputation. You must deal
fairly with PGE’s customers, suppliers, competitors
and employees. You may not take unfair advantage
of anyone through manipulation, concealment,
abuse of privileged information, misrepresentation
of material facts or any other unfair-dealing practice.
Political Activities
Corporate political activities are governed by
federal, state and local laws and regulations that
limit expenditures and require record keeping and
public disclosure. The vice president of Public
Policy must approve, in advance and in writing,
any corporate contributions to political parties
or candidates, lobbying of legislators or public
officials and other political activities on behalf of
the Company.
Contributions: PGE may establish and maintain
political action committees (PAC), as permitted
under applicable law, and certain eligible employees
may give to a PGE-established PAC. Your
participation in any PGE PAC is strictly voluntary
and you have the right to refuse to contribute
without reprisal.
The Company is prohibited from contributing to
federal candidates for office or federal political
parties. Your work time and your use of Company
resources and equipment may be considered the
equivalent of a contribution by the Company.
Therefore, the Company will not pay employees for
time spent campaigning or fundraising for a federal
political candidate or party. If a manager or
co-worker asks you to contribute to a federal
candidate using Company resources — including
your work time or work phone — politely refuse
and refer the person to this section of the Code of
Business Ethics and Conduct.
You may not use Company resources for the
purpose of campaigning or fundraising unless such
use is permitted under applicable law and approved
in writing in advance by the vice president of
Public Policy. The Company will not compensate
or reimburse you, in any form, for a political
contribution that you intend to make or have made.
Lobbying: Federal and state laws may require
registration and reporting by anyone who engages
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If you have any questions about this Code of Business Ethics and Conduct, or wish to report an ethical concern or conflict,
please refer to page 3 of this document.
Securities Laws and Insider Trading
Securities laws prohibit the making of untrue or
misleading statements of material fact in any filings
with the Securities and Exchange Commission
(SEC) or other publicly provided information.
The personal and corporate consequences to you
of illegally trading securities while in possession
of material, nonpublic information can be quite
severe, as outlined in PGE’s Insider Trading Policy.
You should consult with the Corporate Compliance
Officer if you have any questions concerning insider
trading.
You are prohibited by Company policy and
the law from buying or selling securities of the
Company at a time when you possess material
nonpublic information. Material information is
any information, either positive or negative, that
a reasonable investor would consider important
in a decision to buy, hold or sell securities (stock,
bonds or notes) or any information which could
reasonably be expected to affect the price of the
securities. Information may be material even if it
relates to future, speculative or contingent events
and even if it is significant only when considered
in combination with publicly available information.
If you are considering buying or selling a security
because of information you possess, you should
assume such information is material. Information
remains nonpublic until it has been circulated
in a manner that makes it available to investors
generally. This is typically satisfied by a news
release or the filing of reports with the SEC and
the passage of sufficient time for the information to
be absorbed by the market (typically two business
days).
in a lobbying activity on behalf of PGE. Generally,
lobbying includes:
(1) communicating with any member or employee of
a legislative branch of government for the purpose
of influencing legislation; (2) communicating with
certain government officials for the purpose of
influencing government action; or (3) engaging in
research or other activities to support or prepare for
such communication.
So that the Company may comply with lobbying
laws, you must notify the vice president of Public
Policy before you, or any consultant or other person
you have retained, engages in any activity on behalf
of the Company that might be considered lobbying
as described above.
PGE employees may be authorized to use Company vehicles for a personal commute when authorized by a RC manager and an officer. But sometimes the line between personal and business use becomes blurred, and employees can forget that the vehicle remains PGE property. If you put a bumper sticker on a Company-owned vehicle, it may appear that PGE itself is endorsing the position expressed in that sticker. Since PGE must be careful about its public message and influence on the government, a simple bumper sticker could compromise PGE’s policy and integrity. Stickers or signs that ridicule or show hostility or aversion are emphatically prohibited, but even relatively uncontroversial sentiments can cause public relations problems. If you use a Company vehicle, make sure you do not put any unauthorized stickers or signs on it.
Constantly Considering: Bumper Stickers
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If you have any questions about this Code of Business Ethics and Conduct, or wish to report an ethical concern or conflict,
please refer to page 3 of this document.
Buying or selling securities while in possession
of material nonpublic information — known
as insider trading — is illegal. Passing such
information to someone who may buy or sell
securities — known as tipping — is also illegal.
The prohibition applies to Company securities and
securities of other companies if you learn material
nonpublic information about the other companies
in the course of your duties for PGE. The same
restrictions apply to your family members, others
living in your household and friends.
Violation of these laws can result in extensive civil
and criminal sanctions including substantial fines
and imprisonment for you and fines to PGE for the
actions of employees. Anyone who violates these
laws is subject to discipline, up to and including
termination. Additional restrictions and reporting
requirements may apply to officers and directors.
Constantly Considering: Insider Trading
Insider trading occurs when an employee uses his or her access to material, nonpublic information to buy or sell securities at an unfair advantage over other investors. If you, as an employee, learn of unannounced financial information, you cannot use this information to buy or sell stock. Examples of material information include unannounced dividends, earnings or financial results; projections of future earnings or losses; major organizational changes; and unannounced regulatory or legislative actions. However, the foregoing list is not exhaustive. Material information can also include practical knowledge about the transmission or production network. For example, problems requiring significant downtime at a power plant or significant damage to transmission lines may constitute material information. All PGE employees, not just PGE executives or employees in finance and accounting, could possess material nonpublic information. If you plan to trade in PGE securities, always ask yourself if you are in possession of any information that is nonpublic and material. If so, you should not make the trade or reveal the information to family, friends, media or anyone else who might buy or sell PGE securities based on such information.
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If you have any questions about this Code of Business Ethics and Conduct, or wish to report an ethical concern or conflict,
please refer to page 3 of this document.
Conflicts and Corporate Opportunities
As PGE employees, we have an obligation
to further the interests of the Company
before our own. This obligation requires
that you identify any potential conflicts
of interest, notify PGE of any relevant
corporate opportunities and prevent
personal gifts from influencing your
business decisions. In any situation where
you are unsure if your actions might be
an unethical use of Company assets, ask
yourself if you would be comfortable with
your decisions being featured as a major
story in the next day’s media.
Conflicts of Interest
We make our business decisions based on what
is in the best interest of PGE, not on personal
considerations or relationships. You must avoid any
actions or relationships that could conflict with,
or appear to conflict with, the interests of PGE. A
conflict of interest arises when you have a personal
or business interest that interferes with or influences
your independent judgment and objectivity in the
best interest of PGE or when you use your position
at PGE for personal gain. A conflict of interest may
arise whenever you have an investment in, or a
position or relationship with, a person or company
that competes with or does business with PGE (other
than as an electric service customer). Close friends,
relatives or domestic partners may also generate
conflicts of interest if they hold positions with, or
investments in, companies that compete with or
do business with PGE (other than as an electric
service customer). Without prior written approval,
you may not personally participate in a joint
venture, partnership or other business arrangement
with PGE. Without prior written approval, you
also may not participate in PGE’s decision to
do business with a company in which you, your
domestic partner, family member or friend holds
an interest. Employees must disclose conflicts,
or potential conflicts, of interest to the Corporate
Compliance Officer. Special rules apply to officers
and directors who engage in conduct that creates
an actual, apparent or potential conflict of interest.
Before engaging in any such conduct, officers and
directors must make full disclosure of all facts and
circumstances to, and obtain the approval of, the
Audit Committee of the Board of Directors.
Corporate Opportunities
You owe a duty to PGE to advance its legitimate
interests when the opportunity to do so arises. You
may not use corporate property, information or your
position at PGE for improper personal gain, and
you may not compete with PGE. Any employee
who learns of a business or investment opportunity
through the use of corporate property or information
or position at PGE may not participate in the
opportunity or make the investment without the
prior written approval of the Corporate Compliance
Officer. This does not include business
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If you have any questions about this Code of Business Ethics and Conduct, or wish to report an ethical concern or conflict,
please refer to page 3 of this document.
Gifts and Business Entertainment
You should base your business decisions for PGE
on uncompromised, objective judgment. You must
never accept gifts or other benefits that could affect
your business judgment or decisions. You must
never ask for gifts, entertainment or any other
business courtesies from people doing business with
the Company. Giving or receiving any payment or
gift in the nature of a bribe, gratuity or kickback is
absolutely prohibited. You may not accept and must
promptly return to the giver any gifts of cash or cash
equivalents in any amount, other than those PGE
gives to employees for specific achievements. A
cash equivalent is something that can be spent like
currency or readily exchanged for goods or services.
Cash equivalents include, but are not limited to,
checks, savings bonds, certificates of deposit and
prepaid credit cards. Cash equivalents do not include
gift cards or gift certificates. However, gift cards
described below.
Constantly Considering: Conflicts of Interest
A conflict of interest can often seem irrelevant to the person involved: “I won’t let that affect my decision,” one might say, “because I can tell when I have the Company’s interests at heart.” Unfortunately, conflicts of interest are not so simple. Their influences are often subtle, and the very appearance of a conflict can have an adverse affect on the Company’s reputation, whether the impact is real or not. For these reasons, you should consult with the Corporate Compliance Officer whenever you think that the possibility of a conflict is present. By constantly considering how a decision might appear to others — regardless of your actual loyalties — you can help avoid bad decisions and bad impressions.
Constantly Considering: Non-Monetary Gifts
Do not offer or accept any individual gift valued at more than $200 (including holiday gifts) unless reviewed and approved by your functional vice president and the Corporate Compliance Officer.
Unsolicited business courtesies, including meals and entertainment, are permissible if they are customary and commonly accepted business courtesies; not excessive in value; and given and accepted without an express or implied understanding that you are in any way obligated by your acceptance of the gift or that the gift is a reward for any particular business decision already made or forthcoming. When socializing with suppliers, customers and/or fellow employees as part of business, expenses should be prudent and approved by management as part of the business expenses reimbursement process. If you estimate the value to be more than $200, you must report it to your management as soon after the event as possible.
or investment opportunities discovered through
independent and personal research, but it does
include any information discovered in your capacity
as a PGE employee. The requirement for directors
and officers is even more stringent as they must
obtain the prior approval of the Audit Committee
of the Board of Directors. If you are unsure if a
potential investment is a corporate or a private
opportunity, do not invest until after you have
consulted with the Corporate Compliance Officer.
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or gift certificates are subject to the $200 limitation
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If you have any questions about this Code of Business Ethics and Conduct, or wish to report an ethical concern or conflict,
please refer to page 3 of this document.
While it may seem abrupt, refusing a gift can be
done politely. You may still thank the giver for
his/her generosity and even compliment the gift.
But you should simply insist that Company policy
prohibits you from accepting this gift. Additionally,
be sensitive to the gift and entertainment policies of
PGE’s suppliers and customers, and do not provide a
gift or entertainment that violates another company’s
policy.
What is acceptable in the commercial business
environment may be entirely unacceptable in
dealings with the government. There are strict
laws that govern providing gifts, including meals,
entertainment, transportation and lodging, to
government officials and employees. You are
prohibited from providing gifts or anything of value
to government officials or employees or members of
their families in connection with company business
without first obtaining prior written approval from
the Corporate Compliance Officer.
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If you have any questions about this Code of Business Ethics and Conduct, or wish to report an ethical concern or conflict,
please refer to page 3 of this document.
Protection and Proper Use of Company Assets
As PGE employees, we have an obligation
to protect the assets of the Company. This
obligation requires that we keep corporate
records in order to ensure compliance with
federal and state regulations. Accurate
and relevant document retention is both
ethically sound and good for business.
Employees should also protect the
Company’s assets by preserving these
records according to Company policies and
procedures and by ensuring that Company
property is only used for business purposes.
PGE’s reputation is one of its most valuable
assets; in order to preserve that good name,
employees should disclose investigations
into their personal lives.
Accurate Company Records
PGE will make full, fair, accurate, timely and
understandable disclosure, in compliance with all
applicable laws and regulations, in all reports and
documents that the Company provides to the SEC
and in all other public communications made by the
Company.
The books and records of PGE must accurately
reflect all measurable transactions. In the course
of day-to-day business activities, all employees
play roles in ensuring the accurate recording and
accounting distribution of transactions. Many
employees enter important Company records in their
everyday work, including: timesheets, purchase
orders, voucher requests, employee expense
reports and customer billings. You must complete
all PGE documents accurately, truthfully and in
a timely manner. When applicable, obtain proper
authorization for documents. PGE will not tolerate
false or misleading entries in its books and records
for any reason.
Employees have the affirmative obligation to
report promptly any complaints or concerns
involving noncompliance with applicable securities
laws, accounting standards and internal auditing
controls occurring anywhere in the Company.
This obligation means employees must report any
material accounting issues affecting information
disclosed in the Company’s financial reports. You
must report any violations or issues to your manager
or supervisor or to the Company’s Chief Financial
Officer or Controller promptly after becoming aware
of a violation or accounting issue. If, for any reason,
an employee does not believe it is appropriate to
report in the manner described above, he or she
should select one of the alternatives listed in the
Reporting Violations section of this Code of Ethics,
including the option to report anonymously using
the EthicsPoint Hotline.
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14
If you have any questions about this Code of Business Ethics and Conduct, or wish to report an ethical concern or conflict,
please refer to page 3 of this document.
Document and Record Retention
PGE is committed to compliance with all applicable
laws and regulations relating to the preservation of
records. The Company’s records management policy
describes the retention and destruction of documents
on a legal, systematic basis. Compliance with
this policy is mandatory. Under no circumstances
may you destroy Company records selectively or
unilaterally decide to maintain such records outside
the Company’s premises or designated storage
facilities.
If you learn of a subpoena, pending litigation or
government investigation, you must immediately
notify PGE’s General Counsel. You must preserve
all relevant records until the Legal Department
advises you how to proceed. Preserve all records
that without intervention would automatically be
destroyed or erased (such as voice mail messages).
Report immediately to the General Counsel
any suspicion that Company records are being
improperly altered or destroyed.
Use of Company Resources
We each have a duty to protect the Company’s
assets and ensure their efficient use for business
purposes. You must safeguard Company assets from
waste, theft and loss. When you leave the Company,
you must return all Company property in your
possession.
The Company’s computer and communication
resources, including computers, voice mail, e-mail
and instant messaging are the property of the
Company and are intended for use by Company
employees to conduct the Company’s business.
The Company reserves the right to review any
files stored or transmitted on its computer and
communications resources for compliance with
laws and Company policy. Use these resources only
in accordance with the Company’s information
technology policies and standards. PGE permits
incidental and occasional personal use of electronic
mail, instant messaging and telephones, but
minimize such use and shorten the messages
as much as possible. Employees should not use
Company resources for ongoing outside business
activities. Whenever using Company computers you
should always be aware that the Company reserves
the right to monitor any and all of your actions.
Even personal messages on the Company’s e-mail
and voice mail systems are Company property.
Reporting a Personal Investigation
At some time, you may find that you are being
investigated by governmental agencies for activities
outside the scope of your job. While we respect your
right to keep your personal life private, in some
circumstances it is appropriate for you to inform the
Company of the investigation.
If you are under investigation by a governmental
authority for something in your personal life that
could affect the Company’s reputation, co-workers,
or cause you to lose certification necessary to
perform your job, let your manager know. With
such knowledge, PGE can best manage the potential
impact on operations. Failure to do so could lead to
disciplinary action, up to and including termination.
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15
If you have any questions about this Code of Business Ethics and Conduct, or wish to report an ethical concern or conflict,
please refer to page 3 of this document.
It can be easy to confuse personal and professional business. Here are two scenarios where employees might have inappropriately used PGE’s resources:
1) Robert is an employee who runs a part-time small engine repair business from his home in an outlying area. Since he is talented at these repairs, he is independently hired to work on Company power tools and bills PGE for the work. In order to do so quickly and efficiently, Robert brings his tools to the PGE site. During one four day period, Robert asks his co-workers to cover for him for an hour as he tunes up the engines of some Company power tools. Is Robert’s behavior appropriate? No! Though it might have been perfectly reasonable and ethical for Robert to be hired to tune up PGE’s power tools, and was even appropriate to bring his repair tools to the PGE site, he did the tune-ups while on the clock as an employee. Instead, Robert should have used personal time at the start or end of the day to do this work while not in PGE’s employ.
2) Sally is equally industrious, and sells baseball cards and collectibles when she is not working in PGE’s Customer Service department. Because of the personal relationships that Sally has developed throughout the office, she gets many of her customers from among co-workers and other office tenants. Is this ethical?
Perhaps. If Sally sells her collectibles during break times and is not using PGE phones or e-mail, it could be appropriate for her to sell while at the office (assuming her sales tactics are not assertive and she reports the potential conflict of interest). But if Sally uses PGE’s phones, e-mail, faxes, time or conference rooms, she, too, is abusing PGE’s resources for her own personal gain.
Constantly Considering: Company Resources
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16
If you have any questions about this Code of Business Ethics and Conduct, or wish to report an ethical concern or conflict,
please refer to page 3 of this document.
Proprietary Information
Detailed and up-to-date information
is increasingly important in how PGE
conducts it business. As with any other
asset — a power line, a truck or a computer
— you should be wary before discussing
any proprietary or confidential information
in a setting with listeners who are not
already informed about that information.
Gathering Information AboutOther Businesses
It is entirely proper to gather information about
other businesses, including those we serve and those
with whom we compete in various ways. You must
never attempt, however, to acquire trade secrets or
other proprietary information through unlawful or
unethical means, such as theft, spying, bribery or
breach of a nondisclosure agreement. You should be
able to identify the source of any information about
another business.
Confidential Information andTrade Secrets
Some of the information you receive in the course
of your work is confidential. You must protect and
prevent the disclosure of confidential information
PGE entrusts to you, except when disclosure is
authorized or legally mandated. You must also
protect confidential information any customer,
supplier or would-be supplier provides, including
prices, terms and names of other sources of supply.
Confidential information can include business
concepts, trade secrets, lists of leads or prospects,
business and product plans, information about
PGE’s business methods, computer programs,
customer information and more. Confidential
information includes all proprietary or nonpublic
information that might be useful to others or harmful
to the Company or its customers, if disclosed.
You may not use any confidential information for
your own benefit or the benefit of persons inside
or outside PGE. Your obligation to protect from
disclosure any confidential business information
acquired during your service with PGE continues
even after you leave the Company. When you leave
the Company, you must return everything that
belongs to the Company, including all documents
and other materials containing confidential
information. You must not disclose any confidential
PGE information to a new employer or others after
you leave the Company. You also may not disclose
your previous employers’ confidential information
to PGE or to directors, officers or employees of
PGE.
Trademarks, Copyrights and Other Intellectual Property
It is Company policy not to infringe upon the
intellectual property rights of others. When using
the name, trademarks, logos or printed materials of
another company, you must do so properly and in
accordance with applicable law.
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17
If you have any questions about this Code of Business Ethics and Conduct, or wish to report an ethical concern or conflict,
please refer to page 3 of this document.
Trademarks: PGE’s logos and the name Portland
General Electric Company are examples of
Company trademarks. You must always use our
trademarks properly and advise your supervisor or
the Legal Department of infringements by others.
Copyright Compliance: Books, articles, drawings,
computer software and other such materials may be
covered by copyright laws. It is a violation of those
laws to make unauthorized copies of copyrighted
materials. Availability on an Internet Web site or the
absence of a copyright notice does not necessarily
mean that materials are not copyrighted. The
Company licenses the use of much of its computer
software from outside companies. In most instances,
this computer software is protected by copyright.
You may not make, acquire or use unauthorized
copies of computer software.
PGE’s Intellectual Property: The Company
expects employees to acknowledge PGE’s right to
intellectual property created during the course and
scope of employment with PGE. All managers,
supervisors and authorized PGE representatives
are expected to document any instance where an
employee creates intellectual property in the course
and scope of his or her employment. Specific
questions about intellectual property rights should
be directed to the Legal Department.
The Company shall own copyrights in any artistic,
literary or intellectual work or expression produced
by employees within the course and scope of their
employment by the Company. Works are within the
“course and scope of employment” if:
A. The work is requested by a supervisor,
manager or other authorized PGE representative.
OR
B. The work is, or is similar to, the type of work
that the employee normally performs, AND
C. The work is created mostly within
conventional work space and hours, AND
D. The work is motivated, at least in part, by the
Company’s business needs.
Note that works are Company intellectual property
if they fulfill criterion “A” OR if they fulfill criteria
“B” AND “C” AND “D.”
The Company shall have the rights to patent any
new, inventive and useful product or idea produced
by an employee who was employed for the purpose
of invention or improvement. An employee shall be
considered “employed to invent” if:
1. The employee’s job description or contract
of employment directs him or her to invent or
improve products or processes similar to those in
dispute,
OR
2. The employee was directed by a supervisor,
manager or other authorized PGE representative
to invent or improve products or processes
similar to those in dispute.
Note that ideas are Company property if they fulfill
either criterion “1” OR criterion “2.”
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18
If you have any questions about this Code of Business Ethics and Conduct, or wish to report an ethical concern or conflict,
please refer to page 3 of this document.
Responding to Inquiries from the Press and Others
If you are not an officially authorized Company
spokesperson you may not speak with the media,
securities analysts, rating agencies, other members
of the financial community, shareholders or other
groups or organizations about Company business
unless specifically authorized to do so by an
authorized Company spokesperson. Refer all
requests for financial or other information about the
Company to the Director of Investor Relations or
the Corporate Communications Department.
Environment, Safety and Health
Environmental Regulations
PGE facilities and operations are subject to a large
variety of environmental laws, rules and regulations
and programs that control air emissions, discharges
of effluent and water and handling of solid and
hazardous waste. There are also many laws,
rules and regulations that focus on unintended or
uncontrolled release of pollutants and hazardous
substances to the air, water or land. Such a release,
even if accidental, must be reported to your
supervisor or manager immediately and often must
be reported to governmental authorities.
PGE maintains an environmental policy to ensure
it complies with these laws, rules, regulations
and programs and meets the highest standards of
environmental stewardship. All employees, officers
and directors must understand and fully comply with
all applicable environmental laws related to their
part of the Company’s business and activities.
Safety and Health
The Company has a firm commitment to its
employees, customers and the public to provide a
safe and healthy place of business.
You are expected to perform your duties in
accordance with all safety and health laws,
regulations and PGE policies. You must read and
follow the safety manuals and other materials that
apply to your job. You are responsible for attaining
and maintaining a safe work environment. You must
immediately bring to your supervisor’s attention any
hazardous condition in the workplace, as well as
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19
If you have any questions about this Code of Business Ethics and Conduct, or wish to report an ethical concern or conflict,
please refer to page 3 of this document.
report any work-related accident or injury.
The Company also intends to maintain a drug-free
work environment. Except at approved Company
functions, you may not use or possess alcohol on
Company premises. Note that alcoholic beverages
stored temporarily and unopened for use away from
Company facilities are exempt from this policy (e.g.
beer or wine stored in a cooler or trunk). You may
not perform Company business on or off Company
premises while under the influence of alcohol. You
cannot use, sell, attempt to use or sell, purchase,
attempt to purchase, possess or be under the
influence of any illegal drug (or any legal drug in an
illegal manner). Why Affirmation to the Code is Required
You must both understand and comply with this Code
of Ethics. It is an essential function of every employee’s
job duties to acknowledge that commitment to
understanding and compliance regularly. This Code of
Ethics is a statement of fundamental principles and key
policies and procedures that govern the conduct of the
Company’s business and does not, in any way, constitute
an employment contract or an assurance of continued
employment. Employees of PGE are employed at-will,
except when covered by an express, written employment
agreement or collective bargaining agreement that
provides otherwise. This Code of Ethics is not intended
to and does not create any rights in any employee. This
Code of Ethics creates several obligations for employees.
If any of these obligations are violated, this may result
in disciplinary action up to and including termination of
employment.
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20
If you have any questions about this Code of Business Ethics and Conduct, or wish to report an ethical concern or conflict,
please refer to page 3 of this document.
Waivers
The Company will not waive application of the
policies set forth in this Code of Business Ethics
and Conduct except in extremely limited situations
where circumstances warrant granting a waiver.
Waivers of this Code of Ethics for directors,
executive officers, the Chief Financial Officer and
the Controller may be granted only by the Audit
Committee of the Board of Directors and must be
promptly disclosed to shareholders to the extent
required by applicable law and regulations. Waivers
for employees other than executive officers, the
Chief Financial Officer or the Controller may be
granted by the Corporate Compliance Manager, who
will report to the Corporate Compliance Officer on a
periodic basis all waivers granted.
Additional Information
This Code of Ethics and the business practices
contained in it are the centerpieces of the PGE
program of business, regulatory and legal
compliance. It complements other more specific
Company directives already in place such as
Guiding Behaviors and the corporate policies.
This Code of Ethics and other policies, procedures
and materials are available from the Ethics and
Compliance Department and numerous employee
resources.
Neither this Code of Ethics nor other policies can
provide definitive answers to all questions. You are
encouraged to seek guidance whenever you have
questions or are unsure whether your actions or
planned actions are in accordance with this Code of
Business Ethics and Conduct.
There are several sources you can rely on for
guidance on ethical or legal matters. They are:
• Your supervisor or manager
• Ethics and Compliance Manager
• Human Resources Department
• Corporate Compliance Officer
• General Counsel
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reasonedethics
personalcore ethics
PGE coreethics
Code of Business Ethics and ConductPortland General Electric
121 S.W. Salmon Street • Portland, Oregon 97204PortlandGeneral.com
February 2008
Printed on recycled paper. Please recycle.
8582-03_Ethics_cover_r1.eps 2/22/08 3:15:28 PM8582-03_Ethics_cover_r1.eps 2/22/08 3:15:28 PM