HomeMy WebLinkAbout9 Code of Business Conduct Agenda Item # 9
TRUCKEE DONNER
Public Utility District
Workshop
To: Board of Directors
From: Nancy Waters, Human Resources Administrator
Date: October 18, 2006
Subject: Code of Business Conduct
WHY THIS MATTER IF BEFORE THE BOARD:
In the presentation of the District's annual audit by Virchow Krause, it was recommended
that the District implement a written policy for ethical business conduct. The Board
reviews and adopts all policies.
HISTORY
I have reviewed the suggestions in the audit report and have researched many sample
policies that other organizations have used. The draft of the District's Code of Business
Conduct includes the types of behavior that the District should expect of all employees.
Also as suggested, the Code includes methods for anyone to report concerns about any
questionable ethical bahavior.
A first draft policy was presented to the Board at the May 17, 2006 Board meeting. That
draft included references to the Board of Directors in the policy. The Board asked me to
remove these references. Director Taylor made a request to see samples of similar
policies from other organizations.
NEW INFORMATION:
Attached is a second draft of the District's Code of Business Conduct policy for your review
and discussion. All references to the Board of Directors have been removed. I have
included in your packet two sample polices. Both of these samples are from electric
c000peratives.
RECOMMENDATION:
This is a workshop item. No formal action is necessary at this time.
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
CODE OF BUSINESS CONDUCT
Introduction
The Truckee Donner Public Utility District is committed to behaving in a fair,
honest and ethical manner for all activities conducted on behalf of the District. This
Code of Business Conduct is intended to be a constant reminder of that commitment
and a statement of how we will conduct ourselves on a daily basis. As a statement of
our values and the procedures that will be followed to ensure that these values are
upheld, all employees are expected to know and,,,,understand the standards and
expectations set forth herein.
The District believes that ethical standards are, achieved not just through the
publication and dissemination of to document, but through open and ongoing
discussion about ethical issues relaw business and activities of this District.
This District operates in an open-do � �p p mate w � employees understand that they
can openly raise questions and concerns i fear oetaliation. Further, this Code
of Business Conduct"""' ot aaustive designed only to provide guidance to
employees in hov0,'#iey are affected to out their duties. When in doubt,
employees are expected use ' atn and to raise questions.
� .
Standards of Conduct
Employees are expected to uphold the values of the District and are required to
report any situation where the individual reasonably suspects any activity that may be in
violation of the law, board policies, the Memorandum of Understanding (MOU), or this
Code. Standards of conduct include:
• Employees are expected to deal honestly and fairly with customers, co-workers,
suppliers and others having dealings with the District.
• Employees are expected to conduct themselves in a professional, business-like
manner while performing their jobs or representing the District in any manner.
• Employees are prohibited from offering or accepting bribes, kickbacks or other
forms of improper payment from anyone. They are prohibited from receiving gifts,
paid trips or favors of more than nominal value from customers or suppliers. If in
doubt, the party is expected to ask if the proposed gift b favor is of more than
"nominal value." '
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• Employees are expected to limit their reim, le expenses ;those that are
necessary, prudent and business-relatecf�',y y
• Employees are prohibited from taking unfair vantage of customers, suppliers
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or other third parties through manipulation, co lment, abuse of privileged
information, or an other unfair-dealing g practice.
Conflicts of Interest
A conflict of interest exists when an employee is called upon to make or is
involved in any decision where the employee (or any friend or relative of the employee)
has any interest that would be affected by that decision.
• Employees must not seek any personal benefit through any arrangement with
vendors, suppliers'3ar other parties that have a business relationship with the
District.
• In any situation where it may reasonably be perceived that there is a conflict of
interest, the employee is required to report that potential conflict of interest to
their supervisor or the General Manager.
• In addition to these general standards on conflicts of interests, employees shall
abide by the Conflict of Interest policy adopted by the Board of Directors of the
Truckee Donner Public Utility District, District Code Section 2.52.
Confidentiality of Information
Employees are frequently entrusted with confidential information. This may
include technical or financial information, personnel information,,,,,,medical information,
customer lists, and other information that, if disclosed, might be a violation of personal
privacy, HIPAA laws or potentially harmful to suppliers, customers, Board members or
employees. This information is the property of the District.
Employees shall:
• Not discuss confidential mf� �jt ,Kith or in the presence of unauthorized
persons, including family member and frft �
• Use confident n only fo �e District's legitimate business purposes
and not for penal gamy'
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• Not disclose confid' I information to third parties unless such disclosure is
necessary for business ,arposes, the result of a court order or is otherwise
required and appropriate safeguards are put in place.
• Not use District information or other property or resources for any personal gain
or for the gain of anyone else.
Customer Communications
In communicating with our customers, the District is committed that it shall:
• Provide all information to which customers have a legitimate right.
• Provide information that is accurate and understandable.
Financial Reporting and Recordkeeping
The Truckee Donner PUD shall:
• Follow generally accepted accounting principles and other prescribed rules and
regulations of other applicable regulatory bodies having jurisdiction.
• Maintain a system of internal accounting controls„that will provide reasonable
assurances that all transactions are properly' recorded and that material
information is available to market when required.
• Maintain books and records t ell fairly reflect the District's
financial health
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• Maintain reco retention system , thAt ensures the District's records and
documents are pr r�,retained ant secured.
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• conduct an annual financi��audit to provide an independent, objective review of
fiwcial reports, and to identify any risks associated with the system of internal
contrels,
Legal and Regulatory Compliance
The Truckee Donner PUD will comply with all local, state and federal laws, rules
and regulations applicable to the activities of the District. It will maintain a safe and
healthy work environment free from harassment or discrimination per the District's
policy.
Reporting of Violations
Every employee is responsible for ensuring that violations of laws, rules and
regulations, the MOU or this Code are reported and addressed promptly. Reports of
suspected violations may be made in person or in writing, confidentially or
anonymously, to the General Manager or Human Resources Administrator. All such
reports will be promptly investigated and appropriate corrective ; tion will be taken.
Any employee who makes a report in good faith and on reaa�, 'ble belief may do so
41,
without fear of harassment, retaliation or retribution.
410
W.
Employee Educe
y,
All employees will receive a copy of fie;bode �,# usiness Conduct and will
receive training to ensure familiarity with its c sand requirements. Every
employee is required to sign a form indicating that he""' *, has received a copy of the
Code of Business Conduct, read its contents; and understa_ -his/her obligations under
the Code.
Monitoring and Enforcement
Every employees is responsible for monitoring compliance with the Code by
reporting suspected violations in`a timely manner (as discussed above) and cooperating
with investigations aft suspected violations. Employees that violate any laws, rules and
regulaWhs, the MOU or the Code may face appropriate, case-specific disciplinary
action.",„'
"Additionally, on a periodic basis, this Code of Business Conduct policy will be
reviewed f sr;effective ness and appropriate modifications and/or enhancements will be
recommended as deemed necessary.
EXAMPL
E
a
CONDUCT - ETHICAL
NATIONAL RURAL ELECTRIC COOPERATIVE ASSOCIATION -ARLINGTON, VA
1 Policy
It is the policy of NRECA that its employees shall conduct the business of the Association in
an honest and ethical manner in order to best serve the interests of NRECA and its
members.
2 Guidelines
NRECA is committed to deterring wrongdoing, improving its ongoing operations and
conforming to effective professional and fiscal practices. This policy provides written
guidelines designed to promote, among other things, honest and ethical conduct and
compliance with applicable governmental laws, rules and regulations. The following
examples describe some of the circumstances and conditions that are, might be, or have the
potential to be considered inappropriate conduct. These examples are not intended to be
all-inclusive.
(a) Conflicts of Interest
(1) Employees are prohibited from receiving gifts, fees, loans or favors from
suppliers, contractors, consultants, or financial houses, which are intended to
obligate them or induce them to compromise their responsibilities to negotiate,
inspect, audit, or award contracts with the best interest of NRECA uppermost in
mind. This does not prohibit receiving gifts or favors of nominal value or casual
entertainment or reimbursement for business expenses which meet all standards
of ethical business conduct and which receipt involves no element of
concealment.
(2) The complete confidentiality of business information must be respected at all
times. Employees are prohibited from knowingly disclosing such information to
those who do not have a need to know or whose interest may be adverse to
NRECA, or in any way using such information for personal gain or to the
detriment of NRECA.
(3) Employees shall make a full and complete disclosure to their immediate
supervisor of any personal financial interests that they may have in property that
NRECA acquires or considers acquiring, or in a supplier, contractor, consultant, or
other entity with which NRECA does business.
(4) If members of the family of any employee have a financial interest as specified
above, the employee must fully disclose such interest to the immediate
supervisor. The immediate supervisor shall preliminarily decide if such interest
should prevent NRECA from entering into a particular transaction. The
preliminary decision shall be approved or disapproved by the next appropriate
supervisor or by the Department Vice President if necessary.
(5) Every employee of NRECA is expected to avoid the appearance of conflicts of
interest since it is not feasible in a policy statement such as this to describe all the
circumstances and conditions that might be, or have the potential of being
considered, conflicts of interest.
Cooperative Policies 73
(b) Violation of Member Trust
As part of management's oversight responsibilities NRECA is required to report:
(1) Any actual or attempted wire, mail or bank fraud
(2) Any violation of Securities Exchange Commission (SEC) rules or regulations
(3) Any violation of National Association of Securities Dealers (NASD) rules or
regulations
(4) Questionable accounting, internal controls and auditing matters
(5) Any disclosure in SEC reports and other public disclosures that are not full, fair,
accurate, timely and understandable
(6) Any violation of NYSE and NASDAQ listing standards including but not limited to
conflicts of interest and violations of laws, rules, regulations or code of ethics
In addition, making false statements may result in disciplinary action and/or criminal
prosecution under the federal false statements statute.
(c) Document Destruction
It is a violation of our policy to knowingly destroy a document with the intent to obstruct
or influence the investigation or proper administration of any matter. In addition to
internal disciplinary action federal law provides criminal provisions dealing with
obstruction of justice for document destruction. Documents shall be retained in
accordance with good business practice and applicable law.
3 Retaliation
NRECA will not retaliate against an officer, director, or employee reporting or assisting in the
investigation of violations of this policy. Employees who provide truthful information are
protected against retaliation by federal law (Whistleblower Protection).
4 Anonymity
To the extent possible NRECA will maintain, if the employee so desires, the anonymity of
the employee and the confidentiality of the information that is provided. However, in order to
conduct an effective investigation, it may not be possible to maintain confidentiality and
anonymity.
5 Reporting
Each employee must report any situation that violates, may violate, or could appear to
violate the intent of this policy to Human Resources or Internal Services depending on the
nature of the violation. Generally, Management Advisory Services' Compliance Officer
would investigate instances where Whistleblower protection would be applicable.
6 Investigation
In the event of a violation of this policy, a full investigation of the circumstances will be
conducted. Depending on the result of such investigation, the employee in violation may be
subject to disciplinary action up to and including termination and/or criminal prosecution.
74 Cooperative Policies
7 Responsibility
(a) Employee
Each employee shall make every reasonable effort to comply with the letter and spirit
of this policy.
Each employee shall assist in any investigation concerning a violation of this policy or
an investigation by any regulatory or law enforcement agency.
Each employee shall report any situation that violates, may violate or could appear to
violate the intent of the policy to either Human Resources or Management Advisory
Services as detailed under Reporting above.
(b) Human Resources
Human Resources shall provide guidance and assistance to officers, directors and
employees as needed in reviewing, investigating and resolving violations of this policy.
In some cases (particularly those involving instances where Whistleblower protection
would be applicable) it may be more appropriate for Management Advisory Services to
conduct the investigation.
(c) Management Advisory Services
Management Advisory Services will investigate and provide guidance to officers,
directors and employees when allegations of suspected violations of member trust,
document destruction, retaliation, improper governmental issues or where serious
and/or substantial concern exists that an unbiased independent internal investigation
cannot be accomplished.
Management Advisory Services shall ensure all required procedures are in place to:
(1) Investigate all violations in a timely manner.
(2) Document the receipt, retention and disposition of all violations.
(3) Ensure confidentiality and anonymity.
(4) Prevent retaliation.
(5) Review claims of retaliation.
(6) Ensure independent review by unbiased party.
(7) Protect rights of"Whistleblower".
(8) Report finding to the CEO, Executive Vice President Internal Services or the
Administrative Committee of the Board of Directors as appropriate.
(d) NRECA's Corporate Counsel
Corporate Counsel shall be available to consult with supervisors and Department Vice
Presidents, as well as the Chief Executive Officer, regarding violations or potential
violations that may arise under this policy.
(e) CEO
Generally, the final authority for determining whether or not a violation of this policy has
occurred rests with the Chief Executive Officer or his or her designee. In those
instances where the CEO is implicated in the allegation or other unique circumstances
exist the final authority shall be the Administrative Committee of the Board of Directors.
Cooperative Policies 75
EXAMPL
E
ELECTRIC MEMBERSHIP COOPERATIVE ETHICS POLICY
SUBJECT: Policy on Ethics/Code of Conduct
OBJECTIVE: The purpose of this policy statement is to reaffirm the strong Cooperative
commitment to the highest standards of legal and ethical conduct in its
business practices, and to consolidate the various policies concerning this
commitment into a single document.
POLICY:
A. Ethical Standards
It has been the longstanding policy of EMC to maintain the highest ethical standards in the
conduct of EMC affairs and in its relationship with members, suppliers, employees, advisors
and the communities in which our operations are located.
All employees must conform to ethical and legal standards to abide by the law and to
preserve EMC's integrity and reputation. Failure to adhere to this policy may result in
disciplinary action, up to and including discharge from employment.
B. Responsible Behavior
You are expected to accept responsibilities, adhere to acceptable business principles in
matters of personal conduct, and exhibit a high degree of personal integrity at all times. This
not only involves sincere respect for the rights and feelings of others, but also demands that
in both your business and personal life, you refrain from any behavior that might be harmful
to you, your co-workers, or EMC, or that might be viewed unfavorably by current or
potential members. Whether you are on duty or off, your conduct reflects on EMC. You are,
consequently, encouraged to observe the highest standards of professionalism at all times.
C. Good Judgment
Went
It would be virtually impossible to cite examples of every type of activity which might give
rise to a question of unethical conduct. Therefore, it is important that each of us rely on our
own good judgment in the performance of our duties and responsibilities. When those
situations occur where the proper course of action is unclear, request advice and counsel
from your direct supervisor. The reputation and good name of EMC depends entirely upon
the honesty and integrity of each one of us.
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D. Our dealings with each other
We are committed to teamwork and providing a positive and satisfying place to work where
business and personal goals can be met. To achieve this, all employees should contribute to
and therefore be able to enjoy a safe, respectful work environment free from all forms of
discrimination and harassment.
E. Legal Compliance
We are committed to ensuring that all our activities are conducted in accordance with all
relevant laws and regulations. It is the responsibility of each business to understand its legal
responsibilities and to set in place actions to ensure compliance with these. It is the
responsibility of every individual employee to understand his/her responsibility in meeting
these requirements.
F. Business Practices
Representatives of EMC should ensure that EMC is recognized for its fair dealing. Personal
and business reputations live long after a project is complete. All employees must therefore
be open and honest in business practices, and not knowingly make commitments on behalf of
EMC, which cannot be delivered. We must not seek to gain unfair advantage for EMC
through inappropriate payments or inducements.
G. InMMpriggXgyments or inducements
The direct or indirect offer, payment, solicitation, or acceptance of bribes in any form for the
purpose of retaining or obtaining business or to influence a decision made by political or
governmental employees, or for any other reason is illegal and unacceptable. Any approach
made to an EMC employee for an inappropriate payment should be reported to your direct
supervisor.
H. Conflicts of Interest
Employees must avoid any activities in which personal interests could conflict with the
interests of EMC. It is recognized that these circumstances are not always avoidable and
therefore, in all cases where there is a potential conflict of interest, the details of the interest
should be clearly and openly disclosed to management prior to entering into any agreements
to do business.
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I. Gifts and entertainment
Employees should not accept gifts or entertainment if this means that the giver will expect
preferential treatment from EMC in return. Employees should not offer gifts or
entertainment in order to gain preferential treatment or be perceived by others as potentially
influencing their decisions. This does not mean that giving or receiving gifts and
entertainment are inappropriate in all circumstances. Entertainment can be fundamental in
building successful business relationships. Therefore gifts or entertainment should only be
given or received where it is customary and proper to do so, provided that no obligation
could be, or be perceived to be, expected in connection with the gifts or entertainment. As a
general rule, employees should not accept gifts or entertainment if they are not prepared to
reciprocate.
J. Dealings with agents and consultants
All agents and consultants acting on behalf of EMC are expected to fully comply with all
relevant requirements set out in this policy. EMC employees will take all reasonable steps to
ensure that in selecting agents and consultants, the past performance in relation to
compliance and integrity are reviewed, that the content of this policy is discussed with them
and that assurances are received that they will comply with the relevant requirements of this
policy.
K. Use of company assets by employees
Employees are responsible for the protection of all EMC property and for taking reasonable
steps to prevent its misuse, misappropriation, negligence, or destruction. Cooperative
property is to be used solely for legitimate EMC business purposes and not for personal
financial benefit or gain.
L. Use of the Internet
Internet access including the use of email, is provided to employees as a business tool and
should not be used for personal financial benefit or gain. The content of our policies for
Internet access and the email good practice should be read and understood by all staff with
access to the Internet.
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M. Commercially sensitive information
Employees should respect confidential information of all types. Employees must not
disclose commercially sensitive information (or other sensitive Cooperative information) to
any persons outside of EMC unless authorized to do so and must not disclose commercially
sensitive information (or other sensitive Cooperative information) to those within EMC,
except to the extent the employee is legally bound to do so. Information received in the
course of business dealings should only be used for the purpose for which it is intended and
never for personal gain.
N. Safety
We will fully comply with all statutory requirements relating to health and safety. Our intent
and requirements for safety are provided in the EMC safety policies.
O. Relationships with communities
We strive to be a good corporate citizen, recognizing our responsibility to work in
partnership with the communities in which we operate and encourage such civic,
philanthropic and charitable activities.
P. IllegLal acts
EMC will not condone any illegal or unlawful act committed by an employee in the course of
his employment. In such circumstances, EMC will report the occurrence of the illegal or
unlawful act that has come to its attention to the relevant authorities. If an employee is
suspicious or aware that an illegal or unlawful act has been committed by another EMC
employee in the course of his employment, this fact should immediately be reported to the
direct supervisor.
Q. Speaking 0
Employees who suspect any breaches of this policy or any other violation should discuss this
promptly with their direct supervisor. In instances where this is not possible or appropriate
employees should raise the matter directly with . Employees will not be
blamed for speaking up and EMC will make all proper efforts to protect the confidentiality of
employees who do raise concerns. Any attempt to deter employees from raising concerns
will be treated as a serious disciplinary offence.
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R. Responsibility
It shall be the responsibility of each supervisor, and all members of management to enforce
this policy.
It is the further responsibility of each individual employee to abide by this policy.
Approved:
Date Board Secretary
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