constellation energy Principles of Business Integrity
- 2. Dear colleague: today i am sending you our company’s Principles of i want to stress that if you are ever in doubt regarding Business Integrity. constellation energy has adopted an appropriate course of action—ask. constellation energy employees should confidently question these Principles to help guide our behavior and to business decisions, and we encourage employees remind us all of the high ethical standards under to discuss any concerns with management and/or to which we operate. contact the corporate compliance Department or the this is one of the most important documents i will business integrity Helpline. constellation energy’s ever distribute to constellation energy employees. unwavering commitment to ethical behavior at all all employees should read and adhere to these times has made us a leader in the industry and given principles and apply them to all business decisions us a reputation we should all strive to uphold. made on behalf of constellation energy. ethical i am counting on all employees to continue our conduct is an important performance expectation strong tradition of both personal and business for all employees, and we are all held accountable integrity. i commit to following these principles and for our actions. constellation energy is committed to adhering to the letter and spirit of the law. While no expect that each and every constellation energy employee will do the same. single document can address every situation, these principles provide direction on how to approach the regards, complex business situations we face every day. Mayo a. shattuck iii chairman, President and chief executive officer Call the Corporate Compliance Department at 410-470-5748 to seek advice, report concerns or ask questions. Call the Business Integrity Helpline at 877-460-5700 24 hours a day, seven days a week to speak to someone anonymously about an issue, complaint or concern.
- 3. table of contents Principles of business integrity ................................................................................................................. 2 books and records: Disclosure and retention Practices ........................................................................ 2 fair Dealing ............................................................................................................................................... 3 Protection and Proper use of company assets ....................................................................................... 3 confidentiality............................................................................................................................................ 3 Diversity and inclusion .............................................................................................................................. 4 Maintaining a Workplace free of Harassment and Discrimination............................................................ 4 Workplace Violence ................................................................................................................................... 4 avoiding conflicts of interest .................................................................................................................... 4 Diverting constellation energy opportunities ........................................................................................... 5 gifts or other business courtesies and improper Personal benefit ......................................................... 5 outside employment and compensation from outside sources ............................................................ 5 serving nonprofit and community organizations ..................................................................................... 6 complying with laws, rules and regulations .......................................................................................... 6 interactions among employees in Different businesses—”affiliate rules” .............................................. 6 insider trading ........................................................................................................................................... 6 antitrust ..................................................................................................................................................... 7 environment, Health and safety ................................................................................................................ 8 intellectual Property .................................................................................................................................. 8 copyrights and licenses ........................................................................................................................... 9 interaction with government officials ....................................................................................................... 9 Doing business outside the united states ............................................................................................. 10 How to seek advice, report concerns and ask Questions.................................................................... 11 employees Have three options .............................................................................................................. 12 no retaliation for reporting concerns ................................................................................................... 12 a final note: Questions to ask before you act ...................................................................................... 12 PrinciPles of business integrity | 1
- 4. PrInCIPles of BusIness IntegrIty Books anD reCorDs: DIsClosure anD retentIon PraCtICes at constellation energy, we have a commitment to integrity and high ethical standards and to compliance with applicable it is the policy of constellation to fully and fairly disclose the governmental laws, rules and regulations. our future success financial condition of the company in compliance with applicable depends on maintaining the trust and confidence of the individuals accounting principles, laws, rules and regulations. books and and groups of people who rely on us and with whom we do records of constellation energy shall be kept in such a way as business. We can accomplish this objective by conducting to fully and fairly reflect company transactions. furthermore, the ourselves honestly, with consideration for others, with respect constellation chief executive officer, chief financial officer, and for our professional obligations, and with regard for legal and controller or persons performing similar functions, shall ensure regulatory requirements. full, fair, accurate, timely and understandable disclosure in reports and documents that their respective entity files with or submits to in the course of conducting business in a competitive marketplace, the sec and in such entity’s other public communications. we are presented with many challenges and pressures. conducting our business and ourselves with integrity enables us to Q: I have many documents that I no longer use and my create a supportive work environment, helps us attract and retain department is low on storage space. the documents customers and employees, and promotes our financial success. have not exceeded their retention date, but I know no When we act with integrity, we protect our individual reputations one will need them again. Can I shred these records? as well as the reputation of the company. acting with integrity demonstrates our respect for our investors and shareholders and A: No. Employees must adhere to the retention periods will help us avoid or reduce penalties, fines and liabilities. dictated by the Records Retention Policy. These records must be retained. You should work with your supervisor to these Principles of Business Integrity provide guidance on a wide locate adequate storage space. range of conduct, conflict of interest and legal compliance issues and are applicable to all constellation employees, officers and directors. all employees, officers and directors are responsible if you are involved in creating, transmitting or entering information for following these Principles. employees and officers are also into financial, operational or other business records, you are responsible for complying with the policies, procedures, and responsible for doing so fully, accurately, with sufficient detail, standards of the department or operating unit in which they work. and with appropriate supporting documentation. you should neither hide, alter, disguise, omit or falsify the true nature of any in rare circumstances, waiver of these Principles of Business transaction nor facilitate any unauthorized, improper, or illegal Integrity may be appropriate. for employees, waivers may be payments or transactions. in addition, you should not manipulate made only by the chief compliance officer. for executive officers any financial accounts, records or reports. you should report any or directors, such waivers may be made only by the nominating requests you receive to manipulate accounts, records or reports and corporate governance committee of constellation’s board and any suspected misconduct regarding accounting, internal of Directors and will be promptly disclosed as required by law auditing controls or auditing matters, as noted in these Principles or any other applicable rule and/or regulation. you should keep of Business Integrity. and refer to these Principles of Business Integrity whenever you have a question or concern about an ethical situation, a potential Q: My supervisor asked me to record a transaction that conflict of interest, appropriate conduct or legal compliance. I don’t fully understand. How can I be sure that I am following these Principles will help you avoid inadvertent violations doing the right thing by recording it? of constellation’s policies and may protect you from personal criminal and civil liability. employees who violate these Principles A: You should further discuss the transaction with your are subject to corrective action, including termination. supervisor. If you are still unsure that what you have been asked to record is proper and accurate, then you should by following these Principles of Business Integrity, you are discuss with the next level of management or contact demonstrating respect for yourself, your co-workers, and Corporate Compliance for guidance. constellation. thank you for your continued commitment to these Principles and to the values of constellation. in these Principles of Business Integrity, the terms “constellation” and “company” refer in addition, all books and records must be maintained in to constellation energy group, inc. and its businesses. these accordance with constellation’s records retention Policy and Principles are not intended to create, nor do they create, any legal applicable law. constellation records must not be destroyed rights related to employment. further, as used in these Principles, outside the parameters of the records retention Policy. the term “personnel” includes constellation employees, officers Questions about constellation’s records retention Policy should and directors. some constellation businesses are involved in joint be directed to your supervision and/or corporate compliance. ventures and partnerships with other companies. if you represent constellation, including its businesses, in one of these enterprises, you must follow these Principles of Business Integrity. 2 | PrinciPles of business integrity
- 5. faIr DealIng confidential information also includes material information, including transactions and legal proceedings relating to constellation seeks to outperform our competitors in a fair constellation, which have not yet been made public. see the and honest manner. We seek competitive advantages through “insider trading” section of these Principles of Business Integrity superior performance, not through unethical or illegal business for more information. company employees must observe the practices. Possessing trade secrets or other proprietary restrictions on sharing information among company businesses. information that was obtained without the owner’s consent or these restrictions may prohibit personnel from sharing certain inducing such disclosures by past or present employees of information or discussing certain matters with colleagues in other companies (or others affiliated with such companies) is other departments or businesses. (e.g., pending transactions, prohibited. each employee, officer and director should endeavor matters related to litigation or potential litigation, personnel to respect the rights of and deal fairly with the company’s matters, etc.) you should not disclose confidential information to customers, suppliers, business partners, competitors and anyone, including co-workers, unless the person has a legitimate employees. no company personnel should take unfair advantage business need to know. see the “interactions among employees of anyone through manipulation, concealment, abuse of in Different businesses” section of these Principles of Business privileged information, misrepresentation of material facts or any Integrity for more information. other intentional unfair-dealing practice. constellation expects all personnel to safeguard confidential and proprietary information, even after leaving constellation. ProteCtIon anD ProPer use likewise, new personnel of the company are expected to honor of CoMPany assets any continuing confidentiality obligations that they have with company assets such as equipment, supplies, materials, tools, previous employers or other entities. facilities, vehicles, systems, information, intellectual property in order to protect constellation’s confidential information, all and employee time are valuable resources owned, licensed or employees should: otherwise belonging to the company and should be used for legitimate business purposes. Due care and common sense • Refrain from discussing confidential information with family should govern the use of corporate assets. theft, carelessness members or social acquaintances. and waste have a direct impact on the company’s profitability. • Refrain from discussing confidential information in public areas, safeguarding company assets and ensuring their efficient use is such as elevators, restaurants, on public transportation, or in the responsibility of all directors, officers and employees. other places where people may overhear the information. • Exercise caution when discussing confidential information on ConfIDentIalIty speaker phones and do so only when you are sure that others information is one of our key corporate assets. in order to cannot overhear the information. maintain our competitive advantage in an increasingly dynamic • Secure confidential documents when not in use and never leave marketplace, employees, officers and directors should maintain such documents unattended in communal or public areas. the confidentiality of information entrusted to them by the company or its customers, suppliers, business partners or others • Protect the confidentiality of computer log-on information. in the course of conducting business with the company, except when disclosure is authorized or legally mandated. confidential Q: Because of our job duties some employees in our information includes nonpublic information that might be of department were made aware of some new potential use to competitors or harmful to the company or its customers acquisitions. I overheard a co-worker sharing this if disclosed. information over the phone with someone outside the company. What should I do? Q: I have information on prices some of my former A: Your co-worker may have inappropriately shared customers received while I was working at a different confidential information in violation of Constellation’s energy company. Can I use this information in policy. You should report the incident to your supervision performing my job duties for Constellation? or to Corporate Compliance so an investigation can be A: Pricing information is generally considered confidential. conducted. Constellation expects you to abide by any confidentiality obligations to former employers and does not permit its employees to use the confidential information of other companies to further Constellation’s interests. PrinciPles of business integrity | 3
- 6. DIversIty anD InClusIon if you feel that you have witnessed discrimination or harassment, you must report it immediately to Human resources and/ constellation is committed to maintaining a professional work or corporate compliance. complaints of discrimination or environment in which all individuals are treated with respect and harassment will be investigated promptly, thoroughly, and, to dignity. constellation promotes equal employment opportunities the extent possible, confidentially. constellation does not and strives to employ a diverse work force. all personnel tolerate any form of retaliation against employees who raise decisions, including hiring decisions, are based on merit and such concerns in good faith. the principle of furthering equal opportunity in the workplace. constellation does not discriminate in employment opportunities for further information, employees should refer to the Harassment on the basis of race, color, religion, sex, age, marital status, free Workplace Policy in the general Policies & employee disability, sexual orientation, gender identity or expression, relations section of the company’s handbook or contact the veteran status, national origin or other bases protected by Human resources Department. applicable law, rule or regulation. this policy applies to all terms and conditions of employment, including but not limited WorkPlaCe vIolenCe to recruitment, selection, job assignments, compensation, constellation is committed to providing a safe and secure promotion and discipline. constellation expects that every environment for all employees and customers. our environment employee fully supports its efforts to foster a diverse workplace must be free from any threat of workplace violence. Workplace that is free of discrimination. by embracing diversity and inclusion violence is any direct or implied threat, intentional act or other into everything we do, constellation will be a more valuable unreasonable behavior that could create fear, hostility, intimidation company for all its stakeholders. or concern of harm in another person. if you would like to learn more about constellation’s diversity and inclusion efforts, please visit the Diversity office Web site under Q: a colleague has confided in me that they are afraid of myconstellation Hr section and select “Diversity” another employee because that individual has been acting odd and mentioned they keep a weapon in their MaIntaInIng a WorkPlaCe car. What should I do? free of HarassMent anD DIsCrIMInatIon A: You should inform your supervisor, Security and/or constellation has zero tolerance for harassment and Corporate Compliance and provide as many details about discrimination, including sexual harassment or discrimination the individual’s behavior as possible. based on race, color, religion, sex, age, marital status, disability, sexual orientation, gender identity or expression, veteran status, if you believe workplace violence is occurring or you believe national origin or other bases protected by applicable law, rule anyone may be in imminent danger, immediately contact or regulation. all personnel must treat their colleagues with constellation’s security Department at (800) 772-2455 and/or respect, fairness and dignity. constellation personnel at every 911. if you have any knowledge of any direct or implied threats or level have the right to work in an atmosphere that is free from other workplace violence issues not involving imminent danger, harassment or such discriminatory behavior. immediately report the matter to your supervision, security, and/or corporate compliance. Q: During a heated discussion, a colleague made a fist and shook it at me. What should I do? A: You should inform your supervisor, Security and/or Corporate Compliance and provide as many details about the incident as possible. 4 | PrinciPles of business integrity
- 7. avoIDIng ConflICts of Interest DIvertIng ConstellatIon energy oPPortunItIes employees, officers and directors are expected to conduct their work in an ethical and honest manner for the benefit of company employees, officers and directors have a duty to constellation, its customers, and its shareholders. When acting constellation to advance its legitimate interests when the on constellation’s behalf, it is paramount that we all make opportunity to do so arises. you must not (a) take personal business decisions based on the best interests of constellation— advantage of business opportunities that come to your attention and not on personal considerations or relationships. conflicts through the course of business or use of company property, of interest with constellation should be avoided. a conflict of information or position; (b) use company property, information or interest arises when an individual’s private interests interfere or position for personal gain or (c) compete with the company. appear to interfere, with the interests of constellation. conflicts of interest can undermine business judgment and threaten gIfts or otHer BusIness CourtesIes constellation’s reputation in the business community. even the anD IMProPer Personal BenefIt mere perception of a conflict of interest can cause the intent of the giving and receiving of gifts, meals, services or entertainment your actions to be questioned. can be effective and appropriate means of building and maintaining legitimate business relationships. However, in order Q: My spouse owns a company that provides services to to maintain trust and integrity with our customers, suppliers, Constellation businesses. Does this present a conflict business partners or others in the course of conducting business of interest? with the company, it is important to be prudent when accepting A: It could. You should report this potential conflict of interest gifts. no constellation employee, officer or director should to Corporate Compliance. Corporate Compliance will accept a gift that might be intended to influence, or appears to explore the situation to determine whether a conflict of influence, a business decision. interest exists. At minimum, you should excuse yourself from any discussions involving the services your spouse’s Q: a supplier that my department regularly uses has company provides to Constellation to remove any offered me some tickets to a sporting event here in appearance of a conflict of interest. town. Can I accept the tickets and attend the event? A: It depends. If your department is currently reviewing a conflict situation can arise when an employee, officer or potential bids for the services or materials provided director takes action or has interests that may make it difficult by this supplier and considering a replacement, then to perform his or her company work objectively and effectively. the gift may be intended to influence that process. loans to or guarantees of obligations to anyone must be However, Constellation does recognize that, under approved in advance by the chief compliance officer. conflicts certain circumstances, accepting such gifts can be in the of interest also arise when an employee, officer or director, or a company’s best interest and help foster positive business member of his or her family receives improper personal benefits relationships. Therefore, you should discuss with your as a result of his or her position in the company. supervision and, if necessary, with Corporate Compliance prior to accepting the tickets. Q: My son has just been hired by Constellation and is Q: a supplier that I have business dealings with offered to assigned to report to someone who reports to me. let me use his company discount for some materials What should I do? I need for a home improvement project. I will pay for A: You should immediately notify your manager and Human all expenses, but will save some money using the Resources of the relationship. Constellation does not discount. Can I accept this offer? permit relatives to be in direct reporting relationships. A: Constellation employees must decline any gifts that could Adjustments will be made to address the situation and even appear intended to influence business decisions. avoid any perception of favoritism. Even if the supplier’s intent is innocent, this gift could create the perception that the discount was offered to influence you in your performance of Constellation duties. Gifts include not only material goods, but also services and discounts not generally available to the public. Therefore, you should decline the supplier’s offer. PrinciPles of business integrity | 5
- 8. outsIDe eMPloyMent anD you must be aware of and promptly resolve any potential conflicts of interest that may arise out of your service to nonprofit CoMPensatIon froM outsIDe sourCes organizations. additionally, if you serve on a nonprofit board, you should not participate in outside employment activities you must recuse yourself from decision-making where there is a that could interfere with your ability to perform your duties for potential conflict between the nonprofit organization’s interests constellation, that are in competition with constellation, that and the interests of constellation. conflict with the business or interests of constellation, or that could damage the company’s reputation. outside employment with a person or firm doing business or seeking to do business CoMPlyIng WItH laWs, rules anD regulatIons with constellation must be disclosed and approved by your constellation expects you to comply with applicable laws, rules supervisor or management. and regulations issued by federal, state and local authorities. the following sections discuss the most common legal compliance Q: I am a Constellation employee and am thinking about issues you may encounter. taking a part-time job elsewhere to increase my income. Is this allowed? InteraCtIons aMong eMPloyees In DIfferent A: Yes. However, before doing so, you should consider BusInesses—“affIlIate rules” whether the part-time job will conflict with your schedule at constellation energy group, inc. is a holding company that Constellation and whether you will be able to devote your owns some or all of the stock of a number of subsidiary best efforts to your primary job at Constellation and your companies. baltimore gas and electric company (“bge”), one part-time employment elsewhere. of constellation energy group, inc.’s subsidiaries, is a utility regulated by the Maryland Public service commission (the servIng nonProfIt anD “commission”). the other subsidiaries of constellation energy CoMMunIty organIzatIons group, inc. are sometimes referred to as “affiliates” of bge because ultimately they and bge are all controlled by the same constellation has a long-standing reputation for community parent company. business interactions between bge and the service. company employees are encouraged to participate in other affiliates are subject to a set of standards issued by the community activities and nonprofit organizations as long as that commission and to a cost allocation Manual filed each year participation does not jeopardize the company’s reputation or with the commission. distract from performing job responsibilities. these standards and cost-allocation requirements are sometimes Q: I am contemplating seeking elected office in my referred to as the “affiliate rules.” they were issued to ensure hometown. If elected, I may be placed in a position of that interactions between bge and its affiliates are appropriate. having to vote on decisions involving Constellation and they guard against bge’s acting in the interest of its affiliates at its interests. Can I still seek election and, if yes, how do the expense of itself, inappropriately sharing certain information I handle matters that may involve Constellation or its with other affiliates or inappropriately allocating costs incurred by interests? these affiliates to bge. A: Constellation fully supports employees who wish to the federal energy regulatory commission also has rules that engage in civic activities and hold public office, as long as restrict the interactions between bge’s wholesale power and those endeavors do not interfere with their Constellation transmission service operations and the unregulated business job duties. Therefore, you may seek elected office. units or businesses of the company. you should consult your However, if elected, you must abstain from discussing organization’s policies for more information on these rules and or voting on any issues involving Constellation and its how they apply to your organization. interests. 6 | PrinciPles of business integrity
- 9. InsIDer traDIng Passing such information to someone who may buy or sell securities is also prohibited. the prohibition on insider trading it is the company’s goal to protect shareholder investments applies to the company’s securities and to securities of other through strict enforcement of the prohibition against insider companies if the director, officer or employee learns of material trading set forth in federal securities laws and regulations. nonpublic information about those other companies in the course no director, officer or employee may buy or sell securities of the of his or her duties for the company. this prohibition also extends company at a time when in possession of “material nonpublic to certain nonemployees who may learn about the “material information.” information is generally considered “material” if nonpublic information” about the company, such as spouses, there is a reasonable likelihood that an investor would consider relatives and close friends of directors, officers or employees. the information important in determining whether to trade in a insider trading is both unethical and illegal, and anyone engaging security or if the information, if made public, would significantly in insider trading is subject to corrective action, including affect the market price of the security. the materiality of termination. refer to constellation’s insider trading Policy information depends on the facts and circumstances. examples for addition information and for specific employee-reporting of information likely to be material include earnings; financial procedures. results or forecasts; unannounced dividends; business plans; possible mergers, acquisitions, divestitures or joint ventures; antItrust and key personnel changes. information is nonpublic unless it has become public and sufficient time has passed for it to be antitrust laws promote fair competition among businesses. digested by the financial markets. generally, information is not activities that unfairly restrict free competition or allow a considered digested by the public until after the close of business company or group of companies to dominate a market in a way on the second trading day following the date of public disclosure. that increases prices or excludes competitors may violate federal and state antitrust laws. these laws are intended to ensure that customer choices in the market are not impaired or obstructed Q: I overheard co-workers saying that Constellation will by improper conduct or agreements that impact price, restrict announce higher-than-expected earnings this quarter. volume, or reduce the number of suppliers. Based on this information, I’d like to buy some more of our stock. Can I do so? certain types of anticompetitive conduct, such as bid-rigging and agreements among competitors to allocate customers, otherwise A: If the earnings are not yet reported to the public, then divide markets, or to fix prices or terms of sale are always this information would be material nonpublic information prohibited. other types of conduct may violate the antitrust and buying or selling based on this information would laws if the conduct harms competition more than it enhances violate Constellation’s Insider Trading Policy and could competition. even unilateral action by the company can raise subject you to criminal and civil penalties. However, if antitrust issues. the antitrust laws prohibit monopolization, which the information is already publicly available, then trading is the misuse of a high market share through exclusionary or would be permissible—unless you have previously been predatory conduct. informed by Constellation that you are subject to the trading window provisions under the Insider Trading Policy and the trading window is then closed. If you are unsure, you should consult Corporate Compliance to ensure that the information has been made public and that you are not subject to the trading window provisions. PrinciPles of business integrity | 7
- 10. IntelleCtual ProPerty While constellation does compete vigorously for business opportunities, we must all do so in a legitimate and lawful intellectual property includes trademarks, patents, copyrights, manner. constellation expects all employees to refrain from proprietary information or trade secrets, technological conduct that may run afoul of antitrust laws. employees should developments and designs, computer software, and customer keep the following guidelines in mind as they pursue business or supplier lists. constellation employees may not intercept, opportunities: duplicate, or appropriate through electronic or other means, materials such as computer software, audio or video recordings, • Do not discuss confidential information with competitors. publications, or other protected intellectual property except by • Do not discuss or agree on prices or bids with competitors. permission of the intellectual property right holder. constellation • Do not discuss or agree on how territories or customers should actively monitors and aggressively protects its intellectual be allocated with competitors. property against loss, theft, or other misuse. constellation owns all intellectual property made, developed or conceived by an • Do not enter into an agreement for the sole purpose of harming employee during the employee’s term of employment through a competitor or denying a competitor access to a market. the use of company resources, time or facilities, or which in any because the consequences of violating the antitrust laws can be way relates to the employee’s employment or the energy field. very serious for the persons involved as well as for the company no one working for constellation may disclose to unauthorized and because such laws are complex, the constellation legal individuals—whether inside or outside the company—any Department should always be consulted prior to committing the information that would tend to compromise proprietary company to any activity about which there may be a question as technologies or trade secrets. to the competitive impact. envIronMent, HealtH anD safety We must protect the safety and health of our personnel and the public. you must comply with the company’s safe work practices and rules, as well as applicable federal and state safety laws, rules and regulations. Violence and threatening behavior are prohibited. you must report unsafe conditions and take measures to protect yourself and others from those conditions. constellation must comply with applicable federal, state and local environmental laws, rules and regulations. you must follow the company’s environmental policies, standards and procedures. report any spills or releases to your supervisor immediately. furthermore, if you believe that an instance has occurred involving any noncompliance with environmental laws, regulations, ordinances, permit conditions or any other legal obligation, promptly notify your supervisor. your supervisor will, in turn, notify the appropriate constellation environmental personnel. Q: Do I really have to report even minor safety issues? A: Yes. You must report all accidents and safety issues to management, no matter how minor they may seem. Employee reporting is what enables Constellation to maintain a safe working environment. 8 | PrinciPles of business integrity
- 11. CoPyrIgHts anD lICenses InteraCtIon WItH governMent offICIals copyright laws protect newspapers, music, magazines, trade constellation is subject to regulation at various levels of journals, books, videos, photographs, drawings, software and government, and is profoundly impacted by decisions of elected Web pages on the internet. if a work is copyrighted, constellation and appointed government officials. constellation is therefore may be required to obtain permission from the owner of the engaged with and actively lobbies such government officials in work, usually the author or publisher, before the work or article the policy-making process in support of constellation’s business can be copied. impermissible use of copyrighted material can interests on various issues. it is important to our success that result in substantial legal liability for you and/or constellation. advocacy on behalf of constellation be consistent, coordinated constellation has photocopy and electronic licensing agreements and focused on both our short-term and long-term interests. with the copyright clearance center. the photocopy license no constellation personnel may engage in lobbying activities allows employees of constellation and its businesses to copy on behalf of constellation without first obtaining the approval articles from numerous publications. the electronic license of corporate affairs. corporate affairs will also help ensure gives employees the freedom to lawfully download, e-mail and compliance with all lobbying registration, reporting and disclosure scan excerpts from various copyrighted works for use within requirements. all constellation lobbyists are expected to follow constellation. both the letter and spirit of the lobbying laws and to maintain the highest standards of professional integrity. Q: I want to use some pictures of characters from a popular tv show in my PowerPoint presentation. I Q: May I pay for the lunch of a government official I found them on the internet, so I can use them, right? am meeting with to discuss the meaning of certain energy-related regulations? A: Before using the images, you need to get permission from the copyright owner. You may need to obtain a license and A: You need to contact Corporate Affairs prior to offering to pay a modest fee to use the images. Contact Corporate pay for a government official’s meal or any other type of Compliance to determine whether a license is required expense. and, if yes, how to obtain a license. the giving of gifts to government officials may be prohibited by to determine if an article you want to copy is covered by either law, create reporting obligations, or result in potential conflict license, you can check the copyright clearance center’s of interests. under no circumstances may a gift be offered to a internet Web site at www.copyright.com. not all publications government official for the purpose of influencing or rewarding are covered by the copyright clearance center license. in those such person with respect to his or her official actions or duties. cases, constellation may need to obtain permission directly lobbying laws typically define “gift” as anything of value, from the copyright owner. Most publications will explain how to including tangible items, meals, travel expenses, tickets to or obtain permission, and many publications will charge a nominal attendance at events, and honoraria. Prior to offering or providing fee for copying. constellation also has licensing agreements any gift to a government official, you must obtain and follow for the computer software provided to employees. check with guidance from corporate affairs. your organization’s information systems staff about licensing requirements and be sure to follow those requirements. Violations are illegal under the copyright laws and may result in a breach of our license. also, be sure to review any copyright requirements for an internet Web site. these requirements are usually located at the bottom of the site’s home page. PrinciPles of business integrity | 9
- 12. DoIng BusIness outsIDe tHe unIteD states u.s. (including individuals and companies), u.s. citizens and permanent residents anywhere in the world, and many activities When constellation employees conduct business outside the of u.s. subsidiaries abroad. employees should be alert to the country, they are subject to federal, state or local laws of the fact that boycott-related requests can be subtle and indirect, and united states and laws of any foreign country. in particular, may include requests to refuse to do business with other persons personnel must comply with the foreign corrupt Practices or companies, discriminate in employment practices, furnish act (“fcPa”). the fcPa sets forth antibribery provisions and information about race, religion, gender or national origin, furnish accounting provisions. the antibribery provisions make it unlawful information about a person’s affiliations or business relationships for a company representative to offer anything of value, including with a boycotted country, or requests to include boycott payments, gifts or bribes, to a foreign official for the purpose of provisions in contracts, letters of credit or similar documents. influencing that official. Promising, offering or authorizing a bribe constellation will abide by applicable anti-boycott laws and will violates the fcPa. employees should not make payments or gifts promptly report any request for constellation to participate in a to government officials without prior approval from the corporate boycott. contact corporate compliance if you have questions. compliance Department. no employee should retain a consultant or agent in a foreign country without legal review of the terms and conditions of the engagement to ensure compliance with HoW to seek aDvICe, rePort ConCerns the fcPa. the accounting provisions of the fcPa seek to curb anD ask QuestIons bribery of foreign officials by preventing companies from creating the answers to some questions are not easy. if you need advice “off-the books” funds and other means to conceal the use of or assistance with these topics, we encourage you to contact the corporate funds for wrongful purposes. the fcPa requires that corporate compliance Department. constellation recognizes that constellation keep accurate books and records that fairly reflect the decision to report a concern or problem is not always easy. transactions and disposition of assets. again, violation of the However, you have a personal and professional responsibility fcPa can result in criminal penalties (i.e. prison) for individuals to report in good faith any activity that violates the Principles of and/or fines imposed on constellation. Business Integrity or any other laws, rules or regulations. you should immediately report to constellation any actual or Q: My business unit is hosting a workshop at which potential conflicts of interest, questionable activities, violations representatives from several energy regulatory and suspicions of a violation of the Principles of Business agencies from around the world will speak. We would Integrity. in most instances, the first person you should go to with like to take all the speakers to dinner and a baseball a question or concern about business integrity and compliance game to thank them for their participation. Does this issues is your supervisor. if you wish to report a concern about raise any issues? activity that you believe may implicate the Principles of Business A: You may be able to entertain the speakers; however, Integrity, or you are not sure how the Principles of Business the determination is very fact specific. You must seek Integrity apply to your situation, ask your supervisor. your pre-approval by submitting an FCPA Pre-Approval supervisor can contact the appropriate internal specialist to help Form to Corporate Compliance detailing the proposed clarify issues and resolve concerns. entertainment. if your supervisor does not address your concern or question to your satisfaction; if your concern involves your supervisor; or all constellation businesses also must comply with economic if for any other reason you are not comfortable addressing the sanctions and trade embargoes imposed or approved by the concern with your supervisor, you should contact the company’s united states. additionally, u.s. law prohibits u.s. persons from corporate compliance Department. taking actions or entering into agreements that have the effect of furthering any unsanctioned boycott of a country that is friendly to the u.s. this prohibition applies to persons located in the 10 | PrinciPles of business integrity
- 13. eMPloyees Have tHree oPtIons no retalIatIon for rePortIng ConCerns 1. you can reach the company’s corporate compliance you can report concerns without fear of retribution. constellation Department by phone at 410-470-5748. this number is will not tolerate any form of retaliation or adverse action against answered by a constellation employee in the corporate any employee who in good faith has asked a question, raised a compliance Department. Messages can be anonymous, but concern, or reported questionable activities or the misconduct there is no way for the company to respond to your question/ of others. employees found to have engaged in retaliation will be concern if you do not leave your name or number. subject to corrective action, including termination. 2. you may send an e-mail to corp.compliance@ Whether you choose to communicate with your supervisor constellation.com. or the company’s corporate compliance Department or call the business integrity Helpline, you can do so without fear the corporate compliance Department will investigate of retribution. reported matters as promptly and as confidentially as possible. 3. the business integrity Helpline a fInal note: QuestIons to ask Before you aCt some situations may be too sensitive for you to take to sometimes you face difficult decisions where the correct course your supervisor or the company’s corporate compliance of action is not always clear. in these situations, you should use Department. in certain situations, you may want to report the guidance provided in the Principles of Business Integrity an incident anonymously. in situations where you want to and your own judgment to make the best decision possible. communicate your concerns anonymously, the business constellation expects all personnel to follow the Principles of integrity Helpline is available at 1-877-460-5700, 24 hours a Business Integrity. day, seven days a week, every day of the year. the Helpline Here are some questions that may help you determine whether is operated for constellation by an outside firm experienced your decision complies with the Principles of Business Integrity. in providing confidential reporting services. a person, not an automated answering service, will take your call. the call will • Do I have all the information I need to make a good decision? not be recorded, and there is no caller iD system. if you identify • Will my action be fair and honorable? yourself, every effort, within legal limits, will be made to keep your identity anonymous. • Will my action comply with the intent of the Principles of Business Integrity? if you decide not to identify yourself, you will be given a case number and an agreed-upon callback date to allow • Can I defend my decision to my co-workers and my supervisor? you to follow up on the issue you raised. your issue will be • Will this action appear dishonest or biased to others? investigated and treated with sensitivity and confidentiality, • Would I mind my action being reported in the newspapers? except to the extent necessary to investigate and resolve the complaint. • Is this action legal? • If I am not sure, have I sought advice? remember: you can speak with your supervisor about situations, questions and concerns that may implicate business integrity and compliance issues. you can also address the situation, question or concern by contacting the company’s corporate compliance Department by phone at 410-470-5748 or by e-mail at corp.compliance@constellation.com, or by contacting the anonymous business integrity Helpline at 1-877-460-5700. PrinciPles of business integrity | 11
- 14. Call the Corporate Compliance Department at 410-470-5748 to seek advice, report concerns or ask questions. Call the Business Integrity Helpline at 877-460-5700 24 hours a day, seven days a week to speak to someone anonymously about an issue, complaint or concern.
- 16. 100 Constellation Way Baltimore, Maryland 21202-6302 constellation.com