Employee Code of Ethics and Business Conduct What YOU Should Know!

1. Employee Code of Ethics and Business Conduct What YOU Should Know!

2. Message from Gary Gates

3. Objective • Understand the key provisions of the Employee Code of Ethics and Business Conduct Policy and your responsibilities as an OPPD employee.

4. Employee Code of Ethicsand Business Conduct Policy • Purpose • States OPPD’s expectations for high ethical standards in all aspects of company operations. • Ensures compliance with applicable laws, regulations, and company policies. • Establishes clear guidelines for ethical standards. • Requires disclosure by all employees of potential conflicts of interest. • Scope • Applies to all employees.

5. Your Responsibilities • Read the entire policy and be familiar with it. • Understand and comply with all company policies. • Think about how compliance issues affect your job. • If you don’t understand something in the Policy, talk with your immediate supervisor or HR Solutions Lead. • Report any suspected violations. • Employees are expected to maintain the highest ethical standards in how OPPD conducts business. “Doing What’s Right”

6. Management’s Responsibilities • Set an example by exhibiting the highest standards of behavior. • Demonstrate in words and deeds a commitment to the policy. • Ensure each employee knows and understands the policy. • Encourage employees to seek advice or help without fear of punishment. • Provide appropriate resources to answer employee questions. • Be approachable and available to all employees. • Maintain confidentiality.

7. Evaluating Ethical Situations • The policy cannot cover every situation and ethical behavior. As such, the following questions can be used to evaluate your decisions and actions. Ask yourself: • Is it right? Is it fair? Is it legal? • How will I feel about myself afterward? • How will it look in the newspaper? • What would I tell my child to do? • Can I tell the public, a friend, or my family what I’m doing and still respect the decision?

8. Evaluating Ethical Situations • When in doubt, think of the 3 M’s: Mom Media Manager • How would they react to your actions?

9. Laws, Regulations & Personal Conduct Company Records, Property & Communications Gifts, Business Courtesies & Courtesy Work Employee & Customer Relations Political Office, Government Relations & Public Service Conflicts of Interest Purchases & Sales of Goods & Services Fraudulent Activities Reporting Violations & Seeking Guidance Nine Key Areas • These are the key areas of the policy that will be covered:

10. Laws, Regulations and Personal Conduct 1

11. Employees should be aware of and abide by OPPD policies and public regulations dealing with the safety, environment, health, and treatment of coworkers, customers, vendors, suppliers, and the public. Employees are expected to comply with both the letter and spirit of applicable laws and regulations. 1

12. Company Records, Property and Communications 2

13. Accuracy of Company Records, Reports and Communications 2 • All records and reports must be accurate including: • Financial and operating information • Time reports & labor costs • Employee business expense reports • Oral and written communications with all internal and external parties

14. Use of Assets 2 • OPPD assets should be used for the benefit of the company for valid business purposes. • Assets must be safeguarded and should not be used improperly or for personal gain. Company assets include, but are not limited to: • Equipment & Tools • Computers • Materials & Supplies • Time • Financial Data • Customer & Supplier Data

15. Use of Assets 2 • New, used, or discarded company property and equipment should not be used for personal benefit without authorization by the appropriate division manager. • Personal property or personal assets should not be improperly used while on OPPD’s property. Personal assets include, but are not limited to: • Cameras • Audio equipment • Tape recorders

16. Confidentiality and Disclosure of Information 2 • Confidential information must not be used for personal benefit. • Reveal information on an official need-to-know basis and only what they need to know. • When an employee separates from OPPD, he/she must return all proprietary materials, documents or other written information.

17. Gifts, Business Courtesies, and Courtesy Work 3

18. Gifts 3 • Employees and their immediate family may not accept, solicit, or offer gifts to improperly influence, or appear to improperly influence, any person in a current or potential business relationship with OPPD.

19. Gifts 3 • Gifts should not be more than $100, generally. • Gifts, include, but are not limited to: Non-monetary gifts Promotional items Favors Services Discounts Passes Tickets Gratuities Use of a giver’s time, materials, equipment or facilities

20. Gifts 3 • Gifts of money, lodging or air transportation must never be accepted. • Offering or accepting many small gifts from the same individual or business could appear inappropriate over time.

21. Business Courtesies 3 • Business courtesies are the payment of expenses incurred while participating in business-related activities and events (i.e. meals, recreation). • The difference between a gift and a business courtesy is that a business courtesy includes the participation of the external business associate. • Employees may not encourage or solicit meals and other business courtesies from any company with whom OPPD does business.

22. Business Courtesies 3 • Occasionally, employees may accept or offer business courtesies only if they: • Are customary and proper under the circumstances • Serve a valid company business purpose • Are not excessive • Are not frequent and do not reflect a pattern • Impose no sense of obligation on the giver or recipient • Would not be perceived as likely to influence business judgment

23. Gifts and Business Courtesies 3 • It is your responsibility as an OPPD employee to ensure that any acceptance or offering of gifts or business courtesies is proper. • If you are unsure of the appropriateness of a gift or business courtesy, discuss it with your supervisor, manager or the Division Manager of HR.

24. Courtesy Work 3 • Employees should not be directed or permitted to perform any courtesy work for the personal benefit of a member of the board of directors or management during normal working hours, or be directed to perform such work at any other time at the expense of the company.

25. Employee and Customer Relations 4

26. Employees must comply with all laws and regulations affecting safety, health and the environment. This includes: A workplace free of harassment or discrimination A drug-free and alcohol-free work environment Courteous and respectful interactions with other employees Courtesy, honesty, and fairness in dealing with our customers and the public 4

27. Political Office, Government Relations and Public Service 5

28. 5 • To prevent a conflict of interest with OPPD, employees must advise their division manager or senior manager of intention to seek elected office or accept appointment to public office. • Employees must not improperly influence officials by offering any direct or indirect bribes, kickbacks, gifts and loans. • Employees must ensure volunteer work does not interfere with job performance.

29. Conflicts of Interest 6

30. Employees must avoid any situation that might interfere or appear to interfere with their employment obligations to OPPD. Employees and immediate family may not have a financial interest in a non-publicly traded company that conducts business with OPPD unless approved by their supervisor. Employees may have a financial interest in a publicly traded company that conducts business with OPPD if that interest is not significant (less than 1%). Employees must ensure that any outside employment does not negatively effect their work obligations to OPPD. 6

31. Compliance with this standard requires full disclosure on the part of all employees. Employees must disclose all actual or potential conflicts of interest to their immediate supervisor or manager. Conflict of Interest Questionnaires must be completed by: All exempt employees annually All new hires at the time of hire Others as deemed necessary 6

32. Purchases and Sales of Goods and Services 7

33. Employees involved in the sale or procurement of goods and services should be above reproach and impartial when making such transactions. OPPD will not purchase goods or services from employees or their immediate family. Occasional exceptions may be made when it is in the best interest of OPPD, with documented approval from: Division Manager of the employee, Division Manager of the division purchasing the goods/service, and Division Manager of Material Management 7

34. Fraudulent Activities 8

35. Fraud is an intentional or deliberate act to deprive the company of something of value or to gain unfair benefit for the company and/or personally. Employees must not engage in any fraudulent activities. 8

36. Examples of fraudulent activities include: Embezzlement or theft of an asset Unauthorized and/or inappropriate use, misuse, destruction, removal or concealment of company property Falsification, inappropriate alteration or destruction of paper or electronic documents False claims and/or misrepresentation of facts, including falsified accounting transactions and/or records Inappropriate use of computer systems Bribery, kickbacks or rebates 8

37. All employees are responsible for immediately reporting any knowledge of inappropriate conduct or the suspicion of fraudulent activity. Employees found to have knowledge of inappropriate or fraudulent activity and who knowingly fail to report the activity will be subject to disciplinary action. 8

38. Reporting Violations and Seeking Guidance 9

39. OPPD wants to proactively address issues before they become a problem. All employees are responsible to report any inappropriate activities or suspected policy violations. If you have a concern, talk to your supervisor or manager first. You can also contact your HR solutions lead or the HR division manager. If you are not comfortable with these options, you can use the EthicsPoint helpline. 9

40. Employees suspected of inappropriate activities will be subject to investigation. Employees are expected to fully cooperate in all investigations. Employees who knowingly make false allegations will be subject to disciplinary action up to and including termination. It is not appropriate to make an unwarranted claim due to disagreements or differences with other employees. Retaliation against anyone who makes a good faith report of misconduct will not be tolerated. 9

41. EthicsPoint Helpline 9 • EthicsPoint is a third-party provider, and the helpline is available 24 hours a day, 7 days a week. • Employees can remain anonymous when reporting, however, providing your name may help OPPD in its review of the matter. • The third party will not investigate the allegations received, but will forward them to the appropriate OPPD resource for investigation and resolution based on the nature of the alleged violation (HR, Corporate Auditing, and/or Safeguards).

42. For nuclear safety and quality concerns, call the FCS employee concerns hotline at (402) 533-6727. For concerns regarding hours, wages, working conditions or other matters relating to the provisions of a collective bargaining agreement, refer to the union agreements for the procedures to report a complaint or to file a grievance. The intent of the EthicsPoint Helpline is not to handle general complaints or suggestions or to question management decisions. It is specifically for reporting inappropriate actions or violations of policy based on a legitimate concern. 9

43. 3 Ways to Contact EthicsPoint 9 • 1-866-ETHICSP (1-866-384-4277) • www.ethicspoint.com • Intranet Quick Link (click here)

44. OPPD EthicsPoint Website

45. 9 • Instructions on how to use EthicsPoint are located on the Human Resources division website under Ethics.

46. Resources • This training provided an overview of the key provisions of the Employee Code of Ethics and Business Conduct Policy. The complete policy can be found on the OPPD intranet in the Supervisor’s Manual, Policy 3.01, or on the Human Resources division website under Ethics. • Other ethics resources are also available on the Human Resources division website under Ethics.

47. Please take some time to answer the following questions… Doing What’s Right Questions will take approximately 15 minutes