Code of Business Conduct and Ethics Policy
Code of Business Conduct and Ethics Policy
Maritime Electric strives to be a leading service provider within our service area and is committed to the highest standards of ethical business practice and conduct. We make this commitment to our shareholders, employees, customers, partners and to the communities we serve.
1.1 Maritime Electric (“the Corporation” or “the Company”) strives to be a leading service provider within our service area and is committed to the highest standards of ethical business practice and conduct. We make this commitment to our shareholder, employees, customers, partners and to the communities we serve.
1.2 The objective of this policy is to meet the commitment embodied in paragraph 1.1 by conducting ourselves in accordance with the values and principles embodied in this Code of Business Conduct and Ethics.
1.3 This policy is reviewed yearly and Form #860602A is signed following the review.
2.1 This Code of Business Conduct and Ethics ("Code") of Maritime Electric applies to the employees, officers, directors, and to the extent feasible also to consultants, contractors and representatives of Maritime Electric (in each case, for purposes of this Code, an "employee").
2.2 This Code describes the specific standards of ethical business practice and conduct expected of each of its employees. This Code does not cover every situation or action that an employee may encounter. Should an employee have any doubt about the correct legal or ethical action in a given situation, such employee should seek guidance from their supervisor or a member of senior management.
2.3 Any questions with respect to this Code should be directed to the Manager, Human Resources.
3.0 COMPLIANCE WITH LAWS AND STANDARD OF BUSINESS CONDUCT
3.1 Employees are required to conduct the business of Maritime Electric in accordance with the applicable laws, rules and regulations of Canada, the United States and the other countries in which it operates.
3.2 All relationships with customers, business partners, potential business partners, suppliers, competitors, government officials, regulators, the general public and other stakeholders must be honest, fair, courteous, respectful, conducted with integrity and with due regard for the protection of the interests involved. No one should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.
3.3 Employees shall not, directly or indirectly, offer bribes or kickbacks, nor promise any other improper benefit for the purpose of influencing any customer, supplier, public official or any other person, nor will they, directly or indirectly, accept bribes, kickbacks or any other improper benefit which could influence or appear to influence them in the performance of their duties.
4.0 CORPORATE PROPERTY AND CORPORATE OPPORTUNITIES
4.1 Every employee has a personal responsibility to protect the assets of the Corporation, including, without limitation, tangible assets, (such as equipment and facilities) and intangible assets (corporate opportunities, intellectual property, trade secrets and business information) from misuse or misappropriation. No employee shall obtain, use or divert Maritime Electric property for personal use or benefit or use the Corporation's name or purchasing power to obtain personal benefits. All assets of Maritime Electric must be used lawfully in furtherance of corporate objectives.
4.2 Contracts to which Maritime Electric is a party shall be in writing. Any "side" or "comfort" letters which are not attachments to the main contract should not be accepted without the prior advice of legal counsel.
4.3 Employees are prohibited from (i) taking for themselves personally, corporate opportunities that are discovered through the use of Maritime Electric’s property, information or position; (ii) using Maritime Electric’s property, information or position for personal gain; and (iii) competing with Maritime Electric. Employees owe a duty to Maritime Electric to advance its legitimate interests when the opportunity to do so arises.
5.0 PROPRIETARY AND CONFIDENTIAL INFORMATION
5.1 Employees shall not disclose any confidential or proprietary information about the Corporation, or any person or organization with which the Corporation has a current or potential business relationship, to any person or entity, either during or after service with the Corporation, except (i) in furtherance of the business of Maritime Electric, (ii) with the written authorization of a member of senior management or (iii) as may be required by law. Employees shall return all proprietary and confidential information in their possession forthwith upon the termination of their employment with Maritime Electric.
5.2 Employees must disclose any invention, improvement, concept, trademark or design prepared or developed in connection with their employment with Maritime Electric and all employees agree that Maritime Electric is the exclusive owner of such property.
5.3 Employees shall comply with the Corporation's policies related to Privacy.
5.4 For purposes of this code, the term “confidential information” means all information which is non-public, confidential or proprietary in nature, in any format (including written, oral, visual, electronic or otherwise) disclosed by Fortis or arising from a relationship with Fortis, including without limitation:
a. all information pertaining to the Corporation’s customers or employees including customer addresses and payment information;
b. all business plans, strategies, analysis, financial data, costs, sales information, financial results, legal and contractual matters;
c. and all price lists, marketing and sales plans, operational processes, training and knowledge base materials, internal reports and analyses.
Confidential information does not include information that is or becomes generally available to the public, other than as a result of an unauthorized disclosure, or is or becomes available from a source other than Fortis (provided that the source of such information was not prohibited from disclosing such information). If an employee is unsure whether information is confidential, no disclosure should be made without consulting with their supervisor, a member of senior management or the CFO.
6.0 INSIDER TRADING
6.1 "Material Information" is any information relating to the business and affairs of Fortis Inc. or Maritime Electric that results in, or would reasonably be expected to result in, a significant change in the market price or value of any of Fortis Inc. securities, and includes any information that a reasonable investor would consider important in making an investment decision.
6.2 It is a breach of securities laws and this Code for an employee in possession of Material Information to trade or tip others to trade in the securities of Fortis or its subsidiaries.
6.3 Please refer to the Insider Trading Policy prior to trading in, or providing anyone else with information to trade in, the securities of Fortis. Any questions regarding the Insider Trading Policy, what constitutes Material Information or insider trading generally should be directed to the Chief Financial Officer (“CFO”).
7.0 COMMUNICATIONS DEVICES
7.1 The Corporation's communication resources (phone systems, computers, faxes and mobile devices):
- 1. are to be used for business purposes, with incidental personal use permitted provided such use does not negatively impact productivity, compromise system capacity or contravene applicable law or any Maritime Electric policy; and
- 2. are not to be used for improper or illegal activities such as the communication of defamatory, pornographic, obscene or demeaning material, hate literature, inappropriate blogging, gambling, copyright infringement, harassment or obtaining illegal software or files.
7.2 The Corporation's communication resources are owned by Maritime Electric and are monitored and audited for improper usage, security purposes and network management.
7.3 When using these resources to transmit or receive confidential, sensitive or proprietary information, appropriate security precautions should be taken.
8.0 REPORTING OF FINANCIAL TRANSACTIONS
8.1 Compliance with generally accepted accounting principles and internal controls is expected at all times and all Maritime Electric books of account, records and other documents must accurately account for and report all assets, liabilities and transactions. For example, no employee shall:
- cause the Maritime Electric books or records to be incorrect or misleading in any way;
- participate in creating a record intended to conceal any improper transaction;
- delay the prompt or correct recording of disbursements of funds;
- hinder or fail to cooperate to ensure full disclosure with internal or external auditors, the CFO or other officers of Maritime Electric to ensure that all issues relating to internal and external audit reports are resolved;
- conceal knowledge of any untruthful, misleading or inaccurate statement or record, whether intentionally or unintentionally made; or
- conceal or fail to bring to the attention of appropriate supervisors transactions that do not seem to serve a legitimate commercial purpose.
8.2 Any inquiry that an employee receives from financial analysts and others associated with the financial and investment communities shall be directed to the CFO.
8.3 Employees must report any violation of this Code, including any potential or suspected violations of accounting standards or securities laws and regulations in accordance with the Corporation's Policy on Reporting Allegations of Suspected Improper Conduct and Wrongdoing. Employees are protected from any form of punishment when they report concerns honestly.
9.0 EMPLOYEE RELATIONS, HEALTH, SAFETY, ENVIRONMENT, HUMAN RIGHTS AND CORPORATE SOCIAL RESPONSIBILITY
9.1 Maritime Electric is committed to ensuring its employees are treated fairly, compensated appropriately, and hired and promoted without discrimination by reason of age, colour, creed, disability, ethnic or national origin, family status, gender expression, gender identity, marital status, political belief, race, religion, sex, sexual orientation, or source of income. Any employee whose actions are inconsistent with these principles will be disciplined, up to an including dismissal.
9.2 Maritime Electric recognizes a shared responsibility with employees to ensure the basic principles of respect and dignity are exercised in in all working relationships and is committed to ensuring employees who have concerns regarding respectful workplace practices can discuss the same without fear of reprisal. Employees have a right to work in a professional, respectful and safe workplace environment. Maritime Electric expects its employees to treat each other, customers and third-parties with respect and dignity. Maritime Electric has zero tolerance for harassment, including violence (verbal or physical), discrimination, sexual harassment, retaliation and any other form of abusive or inappropriate behavior in the workplace.
9.3 Maritime Electric shall establish and maintain safe working conditions and conduct its operations in an environmentally responsible manner in accordance with applicable environmental laws, regulations and standards.
9.4 Maritime Electric will implement and regularly evaluate standards, programs and employee training to ensure a healthy and safe work environment for employees, customers, contractors and members of the general public.
9.5 Maritime Electric will demonstrate its environmental responsibility and stewardship through its policies and will require the same standards of its business associates, including contractors, consultants and suppliers of goods and services.
9.6 Maritime Electric, as a corporate citizen is committed to improving the quality of life in the communities it serves. Maritime Electric will support activities which in a meaningful way contribute to a community. Further community leadership will be demonstrated by supporting the development of employees and to the extent possible, providing assistance to communities through employee participation in voluntary community work.
10.0 CONFLICTS OF INTEREST
10.1 Employees must not engage in any activity which could give rise, or could be perceived to give rise to, a conflict between an employee's personal interests and the interests of Maritime Electric. Employees are required to arrange their private affairs in a manner which prevents conflicts or the appearance of conflicts. If an employee believes they may have a conflict such interest should be disclosed and direction sought from their supervisor or a member of senior management.
10.2 The remainder of this Section is a non-exhaustive list of examples where a conflict of interest could arise.
Employee Interests and Activities
10.3 In the absence of express approval from a member of senior management, employees must not, either directly or indirectly (through families, friends or otherwise):
- place themselves in a position where any benefit or interest other than employment could be derived from a transaction with Maritime Electric or Fortis;
- contract with or render services to Maritime Electric outside of their employment;
- participate in activities that compete with Maritime Electric or that interfere or appear to interfere with their duties and responsibilities to Maritime Electric;
- appropriate to themselves any business opportunity in which Maritime Electric may be interested;
- convey Material Information to others or take Material Information for their own use or benefit; or
- have a financial or other interest in any entity doing business with Maritime Electric or Fortis (other than an interest of 1% or less in a publicly traded entity).
10.4 Employees must consult with the Chief Executive Officer (“CEO”), and the Chair of the Human Resource and Corporate Governance Committee and the Chair of the Board and obtain prior approval from the Chair of the Board before agreeing to serve on the Board of Directors or similar body of a profit seeking enterprise or government agency. Serving on a Board of Directors of a not-for-profit organization does not require prior approval, provided such appointment does not pose a conflict of interest with the Corporation in respect of contributions or supply of services.
Outside Employment and Volunteering
10.5 Outside interests must not adversely affect employee performance or objectivity at work. A consulting or employment relationship in any capacity with any person or entity with which the Corporation has a current or potential business relationship may give rise to a conflict of interest. While Maritime Electric encourages community contribution and charitable service, the contribution of corporate time or resources for such activities should only be provided with the approval of senior management.
11.0 POLITICAL CONTRIBUTIONS
11.1 No funds or assets of Maritime Electric shall be contributed to any political party or organization, or any candidate for public office, except where such contribution is permitted by applicable law and authorized by senior management or the Board, in accordance with Corporation's Political Contributions Policy.
11.2 No employee shall, directly or indirectly, exert influence on another employee to support any political cause, party or candidate. Any attempt at such exertion of influence must be reported.
12.0 PAYMENTS TO AGENTS, CONSULTANTS AND GOVERNMENT OFFICIALS
12.1 All commissions, fees or other payments to agents or consultants acting on behalf of Maritime Electric shall be made in accordance with sound business practices and be reflective of the reasonable value of the services performed.
12.2 No payments, gifts or favours may be made to any person in a position of trust or responsibility with the intent to induce them to violate their duties or to obtain favourable treatment for Maritime Electric or any of its employees.
12.3 Except as specifically permitted by law, payments, gifts of substantial value or lavish entertainment provided to government officials or personnel are prohibited.
12.4 Neither Maritime Electric nor its employees shall knowingly aid or abet any person or entity to circumvent laws, evade income taxes or defraud the interests of Maritime Electric creditors.
13.0 GIFTS, PAYMENTS AND ENTERTAINMENT
13.1 No gift or benefit of any kind shall be given or received by any employee conducting business on behalf of Maritime Electric where it might be perceived that an obligation is created or a favour expected of the recipient. The giving of gifts or promotional items of modest value in the context of appropriate business conduct is permissible.
13.2 Receipt of excessive entertainment is prohibited, however it is permitted to accept hospitality or entertainment, provided it is reasonably within the limits of responsible and generally accepted business practice.
13.3 In circumstances where doubt arises as to the propriety of accepting a gift, direction from senior management should be sought as to the gift's acceptance and disposition.
14.0 COMPETITION AND ANTI-TRUST LEGISLATION
14.1 The Company and its employees must comply with all Canadian and other applicable foreign competition and antitrust legislation. Behaviour which is prohibited under such legislation includes activities such as agreements with competitors to allocate markets or customers, price fixing or agreements to control prices, the boycotting of certain suppliers or customers, bid-rigging, misleading advertising, price discrimination, predatory pricing, price maintenance, refusal to deal, exclusive dealing, tied selling, delivered pricing and the abuse of dominant position.
14.2 Should an employee face a situation which may constitute a breach of such legislation or creates any doubt about the correct legal or ethical action, such employee should seek guidance from their supervisor, Manager or CFO.
15.0 COMPLIANCE AND ENFORCEMENT
15.1 Strict adherence to this Code and all other Maritime Electric policies applicable to employees is mandatory. Failure to comply may result in disciplinary action up to and including termination. In interpreting this Code, the spirit as well as the literal meaning, of the language shall be observed. Employees should seek guidance from senior management if they have any questions regarding the interpretation or application of this Code.
Reporting Violations and Non-Retaliation
15.2 Any violations of this Code or other Maritime Electric policies shall be reported promptly and in accordance with the Policy on Reporting Allegations of Suspected Improper Conduct and Wrongdoing. Reports, discussions or inquiries will be kept in strict confidence to the extent appropriate or permitted by policy or law. Requests to remain anonymous will be respected in accordance with applicable laws. No retaliatory action will be taken against an employee or contractor for providing good faith information, either internally or to a government authority, or for participating in any proceeding concerning alleged violations of any laws or policies. Disciplinary measures may be taken against an employee or contractor if they participated in prohibited activity, even if they reported it. In accordance with such policies, Maritime Electric and Fortis Inc. has retained the services of NAVEX Global, a third-party provider of confidential, anonymous reporting services, accessible by telephone from Canada and the United States at 1-866-294-5534 or through the internet at www.mecl.ethicspoint.com.
Waiver and Amendment
15.3 Waivers of this Code may be granted from time to time in limited circumstances where the employee seeking waiver makes written application to the Human Resource and Corporate Governance Committee. Any such waivers will be publicly disclosed in accordance with applicable laws, rules and regulations.
15.4 Maritime Electric may, in its sole discretion and without prior notice, amend or modify any provisions of this Code. Employees will be fully informed of any material revisions to the Code and a copy of the latest Code will be available on Maritime Electric’s website at www.maritimeelectric.com.
16.0 EFFECTIVE DATE
16.1 This Code is dated and effective as of February 9, 2018.
17.0 CODE REVIEW
17.1 This Code shall be reviewed annually.