6-K
Fortis Inc. (FTS)
6-K
2021-04-08
For: 2021-03-17
View Original
Added on
April 05, 2026
UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of April, 2021
Commission File Number: 001-37915
Fortis Inc.
Fortis Place, Suite 11005 Springdale StreetSt. John's, Newfoundland and LabradorCanada, A1E 0E4
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F ¨ Form 40-F x
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
EXHIBITS
| Exhibit | Description |
|---|---|
| 99.1 | Fortis Inc. Code of Conduct dated March 17, 2021. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Fortis Inc.<br><br> <br>(Registrant) | |
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| Date: April 8, 2021 | /s/ James R. Reid |
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| By: | James R. Reid |
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| Title: | Executive Vice President, Chief Legal Officer and |
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| Corporate Secretary | |
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Exhibit 99.1
| 1 |
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| FORTIS INC. CODE OF CONDUCT<br>2<br>We’re building on our 130-year plus history and our<br>strength as one of the top utilities in North America.<br>Our approximately 9,000 employees serve utility customers<br>in five Canadian provinces, nine U.S. states and three<br>Caribbean countries. Fortis shares are listed on the<br>TSX and NYSE and trade under the symbol FTS. |
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| 3<br>4 MESSAGE FROM THE PRESIDENT<br> AND CHIEF EXECUTIVE OFFICER<br>6 CODE OF CONDUCT<br>6 Introduction<br>10 Being your best<br>11 Setting the right tone<br>12 Protecting health, safety and the environment<br>12 Physical safety<br>13 Respect, inclusion and diversity<br>13 Health and wellness<br>14 Social responsibility, the environment<br> and sustainability<br>15 Looking out for each other<br>16 Acting responsibly<br>16 Obeying the law<br>16 Complying with regulations<br>17 Avoiding conflicts of interest<br>19 Insider trading<br>20 Anti-corruption<br>23 Political engagement and lobbying<br>24 Competition and anti-trust legislation<br>24 Privacy<br>25 Business travel and expenses<br>25 Outside employment and volunteering<br>28 Protecting our assets<br>28 Corporate property and opportunities<br>28 Proprietary and confidential information<br>29 Communication devices<br>30 Keeping accurate financial records<br>30 Records management<br>32 Where to go for help<br>32 Filing a report<br>34 What happens next<br>34 We retain records<br>35 OTHER FORTIS POLICIES<br> AND RELATED MATERIALS<br>WHAT’S INSIDE |
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| FORTIS INC. CODE OF CONDUCT<br>4<br>With more than a century in the utility<br>business, Fortis has deep roots.<br>Our customers rely on us to be there for them<br>every day. We’ve earned their trust by always<br>demonstrating strong purpose and values<br>while maintaining an unwavering focus on safe,<br>reliable and dedicated service.<br>We always strive to do the right thing and<br>to act with utmost honesty, integrity and<br>professionalism in everything we do.<br>Whether we’re interacting with work colleagues,<br>industry partners, advisors, regulators,<br>customers or casual acquaintances, how we<br>conduct ourselves leaves an impression of<br>who we are as individuals and as a company.<br>We must remain vigilant in protecting our<br>good name and reputation.<br>Respecting Our Code of Conduct<br>Our code of conduct is our primary reference guide<br>for ethical and professional behaviour at Fortis. All of<br>us must respect the code and live by its standards.<br>We’ve refreshed the code to make it more<br>accessible and user-friendly, and a more practical<br>guide for everyone. Please take a moment to<br>read this important document.<br>I’m always impressed by the integrity and<br>dedication of our people. And this is not just in our<br>own daily work, it’s also in our commitment to the<br>communities we serve.<br>I encourage you to be mindful and aware of what<br>you observe in your workplace, and to speak up<br>if you see things that cause you to be uneasy,<br>uncomfortable or concerned. Our code is robust but<br>it’s merely a written document. What really matters<br>is doing the right thing, and living by the principles<br>expressed in our code each and every day.<br>As you know, every year you must acknowledge<br>that you have read, understand and agree to<br>abide by the code (you can read more about<br>this on page 7). I thank everyone throughout the<br>Fortis organization for your continuing commitment<br>to the company and the communities we serve,<br>and to high ethical standards in everything we do.<br>MESSAGE FROM<br>THE PRESIDENT AND<br>CHIEF EXECUTIVE OFFICER<br>Sincerely,<br>David G. Hutchens<br>President and Chief<br>Executive Officer |
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| 5<br>We act with<br>courage and<br>integrity<br>We make the right decisions for<br>the long term, even when it’s a<br>tough call. We keep our<br>promises and hold ourselves to<br>the highest ethical standards.<br>Nothing matters more to us than<br>protecting the health and safety<br>of our employees, customers<br>and contractors. Our pursuit of<br>safety is relentless.<br>We never<br>compromise<br>on safety<br>We value<br>our people<br>Our employees are dedicated.<br>We take pride in working hard<br>and doing the right thing.<br>We seek and develop diverse<br>talent and offer an inclusive<br>work environment.<br>We keep<br>it local<br>We believe in local<br>decision-making. Our teams<br>understand the communities<br>we serve. Our companies<br>operate independently, but<br>together as a family of<br>companies we do more than<br>any of us could do alone.<br>We aim for<br>excellence<br>every day<br>We are energy delivery<br>experts, dedicated to service,<br>performance and growth.<br>We respect the environment<br>and drive innovation to<br>provide energy solutions for<br>our customers.<br>We make our communities<br>stronger by nurturing local<br>partnerships and giving<br>back to the places we<br>proudly serve.<br>We are<br>community<br>champions<br>Delivering a cleaner<br>energy future<br>PURPOSE<br>VALUES |
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| FORTIS INC. CODE OF CONDUCT<br>6<br>Integrity and sound policies and procedures<br>are core to the way we do things and are<br>critical to our success.<br>This code of conduct (the code) sets out the high<br>standard of conduct we expect of everyone at<br>Fortis, and the principles and concepts in this<br>code apply across the entire Fortis organization.<br>The code applies to Fortis employees, officers and<br>directors in every country where we do business<br>and, wherever feasible, to consultants, contractors<br>and representatives of Fortis (also referred to<br>as employees for purposes of this document).<br>Everyone must comply with the law, rules and<br>regulations that apply to us, and the meaning<br>and spirit of the code.<br>Always doing the right thing and conducting yourself<br>with integrity is key. Any interactions you have with<br>others — our customers, investors, business partners,<br>potential business partners, suppliers, competitors,<br>government officials, regulators, the general public,<br>fellow employees and other stakeholders — must be<br>honest, fair, courteous, respectful and professional.<br>This code describes appropriate behaviour, but it<br>doesn’t cover every situation or action you may<br>encounter. Use the code as a guide and speak to<br>your supervisor, a member of senior management,<br>the Director, Regulatory and Compliance or the<br>Chief Legal Officer (CLO) if you have any questions<br>or aren’t sure about something.<br>OUR<br>BUSINESS<br>MODEL<br>Fortis follows a standalone business<br>model where our subsidiaries operate<br>with substantial autonomy.<br>The general principles and spirit of this<br>code apply universally across the entire<br>Fortis organization. Each subsidiary<br>adopts its own code which includes<br>core elements of this code, while<br>tailored as required to the subsidiary’s<br>unique operations and jurisdiction.<br>INTRODUCTION<br>CODE OF CONDUCT |
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| 7<br>Following the Code<br>Following the code and all other Fortis policies,<br>procedures and guidelines is mandatory.<br>If you don’t comply, you may face disciplinary<br>action, which could include losing your job.<br>You will be asked to read the code at least<br>once a year, and to acknowledge that you<br>understand and agree to follow it. You’ll receive<br>an email from Human Resources with a link<br>to the code and the acknowledgement.<br>Reporting a Concern<br>If you have a concern or suspect that someone<br>is not following the code, you must report it right<br>away to your supervisor, a member of senior<br>management, the Director, Regulatory and<br>Compliance or the CLO. Where other Fortis<br>policies contain their own specialized reporting<br>procedures, such as under our respectful<br>workplace policy, those procedures should be<br>followed first whenever possible. If you feel<br>more comfortable reporting anonymously,<br>you can use our whistleblower hotline. It’s available<br>through the web and by phone 24 hours a day,<br>seven days a week (see page 33 for details).<br>We investigate every report we receive and<br>keep all information confidential following our<br>whistleblower policy. There will be no retaliation<br>against anyone who acts in good faith.<br>IN THIS<br>DOCUMENT<br> • We, us, our, Fortis and the company<br>mean Fortis Inc.<br> • You and your mean everyone who is<br>governed by the code: Fortis employees,<br>management and directors, as well<br>as consultants, contractors and<br>representatives of Fortis wherever feasible<br> • Board means our board of directors<br> • Executive officer means an executive<br>officer as defined in applicable<br>Canadian and U.S. securities laws —<br>and includes our Chair of the board,<br>CEO, Chief Financial Officer (CFO),<br>CLO, Vice Presidents in charge of<br>principal business divisions or<br>functions, or someone performing<br>a policy-making function.<br>This code refers to other Fortis policies.<br>These are available on our intranet. |
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| FORTIS INC. CODE OF CONDUCT<br>8<br>The audit committee oversees the reporting<br>process as outlined in our whistleblower policy.<br>The committee is also responsible for making<br>sure we have appropriate procedures for receiving,<br>retaining and dealing with all reports related to<br>accounting, internal controls and auditing matters.<br>Making Changes to the Code<br>We can make changes to the code at any time, and<br>we’ll let you know when there is a material change.<br>The code is reviewed regularly by the governance<br>and nominating committee and changes are<br>approved by the board. This version of the code was<br>approved in November 2019 and went into effect<br>on January 1, 2020. You can find an electronic copy<br>on our intranet and our website (www.fortisinc.com).<br>Waiving an Aspect of the Code<br>The board may waive an aspect of the code<br>in certain circumstances. A request must be<br>made in writing to the board’s governance and<br>nominating committee who will review the request<br>and make a recommendation to the board.<br>We’ll publicly disclose a waiver granted by<br>the board as required by the laws, rules and<br>regulations that apply.<br>WHISTLEBLOWER HOTLINE<br>Go online www.fortisInc.ethicspoint.com.<br>Or call 1-866-294-5534. See page 33 if you’re<br>calling from outside Canada or the United States.<br>QUESTIONS?<br>Don’t hesitate to ask if you’re not sure about<br>something. Speak to your supervisor, a member<br>of senior management, the Director, Regulatory<br>and Compliance or the CLO. |
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| 9<br>We investigate every report we receive<br>and keep all information confidential<br>following our whistleblower policy.<br>There will be no retaliation against anyone<br>who acts in good faith. |
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| FORTIS INC. CODE OF CONDUCT<br>10<br>CODE OF CONDUCT<br>1<br>BEING YOUR BEST<br>Being your best means exhibiting your best<br>qualities as you perform your day to day<br>responsibilities and interact with others.<br>At Fortis, we expect you to treat others as you would<br>like to be treated. Maintaining a high standard of<br>conduct creates a strong, positive culture that<br>benefits everyone. We have zero tolerance for<br>bullying, harassment or discrimination.<br>As you go about your daily activities at work<br>and in our communities, you’re expected to:<br> • follow the rules and do the right thing<br> • act with honesty and integrity<br> • look out for the safety and wellbeing of others<br> • speak up if you see something that doesn’t<br>seem right, or otherwise concerns you or<br>makes you feel uncomfortable<br> • show respect to everyone that you deal<br>with and treat others in a cooperative and<br>inclusive manner<br> • avoid conflicts of interest or other situations<br>that could compromise your loyalty,<br>objectivity and judgment<br> • protect the reputation, property and<br>interests of Fortis<br> • minimize impacts on the environment and<br>support sustainability in our operations, and<br> • support communities where we live and operate.<br>QUESTION<br>Someone mentioned to me that they<br>saw a Facebook posting that wasn’t<br>very flattering to our company. When I<br>looked it up, I realized it was one of my<br>fellow employees. What should I do?<br>ANSWER<br>All employees should avoid situations<br>that put them in conflict with the<br>interests of Fortis. This type of behaviour<br>is embarrassing, unprofessional and<br>undermines trust between employer<br>and employee. If you discover a conflict<br>in your workplace you should report<br>it to your supervisor, a member of<br>senior management, the Director,<br>Regulatory and Compliance or the<br>CLO. Conflicts may also be reported<br>anonymously using EthicsPoint as<br>described in our whistleblower policy. |
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| 11<br>Setting the Right Tone<br>Leaders at every level have a responsibility to set<br>the right tone, maintain our culture of integrity<br>and always model ethical behaviour.<br>If you’re a leader, four basic principles must always<br>guide your decisions and actions regardless of<br>your specific duties from day to day:<br>ENGAGE<br>Create an open and welcoming environment<br>for employees to speak up.<br>IDENTIFY<br>Understand what misconduct may look like<br>and watch out for it.<br>ESCALATE<br>Connect quickly with the right resource if there<br>is a concern or report of potential misconduct<br>ENSURE<br>Watch for any signs of retaliation against an<br>employee who has voiced a good faith concern.<br>Being honest, ethical and professional<br>in everything you do demonstrates integrity,<br>a shared commitment and accountability<br>to your colleagues and to Fortis. |
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| FORTIS INC. CODE OF CONDUCT<br>12<br>You have the right to work in a professional,<br>respectful, inclusive and safe environment —<br>a place without discrimination, inappropriate<br>behaviour or unethical conduct.<br>Physical Safety<br>We’re committed to maintaining safe working<br>conditions for our employees and contractors<br>that comply with occupational health and safety<br>laws, meet industry standards and are consistent<br>with best practices.<br>There is a risk of injury and harm in every<br>workplace. The utility business is somewhat<br>unique because the products we deliver to<br>our customers — electricity and natural gas—<br>are inherently dangerous if they’re not handled<br>properly. Also, many employees and contractors<br>work in remote locations and in extreme weather,<br>all to make sure that customers receive reliable<br>service. Employees and contractors are exposed<br>to these and other dangers every day, and safety<br>must be “job one” at Fortis. We must be diligent<br>in following our occupational health and safety<br>policies and safety protocols to ensure that<br>we always remain safe.<br>All safety issues should be reported to your<br>supervisor or health and safety committee<br>representative. There will be no retaliation against<br>anyone who reports a bona fide safety concern.<br>SAFE,<br>RESPECTFUL<br>AND DIVERSE<br>Our occupational health and safety<br>policies set out our standards and<br>protocols for maintaining safe and<br>healthy working conditions.<br>We believe our workplace should foster<br>inclusion and diversity. This commitment<br>is reinforced in our inclusion and<br>diversity commitment and board and<br>executive diversity policy.<br>Our respectful workplace policy sets out<br>our expectations for a workplace that<br>is professional and respectful, free of<br>harassment, bullying and intimidation.<br>2<br>PROTECTING HEALTH, SAFETY AND THE ENVIRONMENT<br>CODE OF CONDUCT |
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| 13<br>A CULTURE OF EQUALITY<br>We don’t discriminate in our hiring practices<br>and we work hard to make sure that our people<br>are treated fairly, compensated appropriately<br>and promoted without discrimination. We strive<br>to treat people equally, without differentiating<br>based on race, nationality, ethnic origin,<br>Indigenous status, colour, religion, age, gender,<br>marital status, family status, sexual orientation,<br>political belief, source of income, disability or<br>disfigurement in our employment practices<br>or hiring of contractors or third-party providers.<br>Respect, Inclusion and Diversity<br>We’re committed to creating a workplace where all<br>feel empowered to bring their authentic selves to work.<br>We support inclusion and diversity in the workplace.<br>We comply with all equal opportunity, human<br>rights and non-discrimination laws that apply,<br>as well as applicable occupational health and<br>safety and labour standards laws. We support<br>the spirit and intent of international human rights<br>conventions such as the United Nations’ Universal<br>Declaration of Human Rights and the International<br>Labour Organization’s Declaration on Fundamental<br>Principles and Rights at Work.<br>We have zero tolerance for any kind of harassment:<br>physical and verbal violence, discrimination,<br>sexual harassment, retaliation and any other form of<br>abusive or inappropriate behaviour in the workplace.<br>Anyone who faces harassing behaviour can report<br>it and have it investigated and resolved under our<br>respectful workplace policy.<br>Health and Wellness<br>We support employee health and wellness.<br>You should do your best to stay healthy and to<br>be “fit for duty” during the entire workday so you’re<br>effective on the job and avoid anything that can<br>put your safety, or the safety of others, at risk.<br>You must advise your supervisor or Human<br>Resources if you’re taking prescription medication<br>that could cause impairment, compromise safety<br>or negatively affect your work performance.<br>BE FIT FOR DUTY<br>Our drugs and alcohol in the workplace policy<br>sets out our expectations for people at work<br>and attending corporate functions. It includes<br>the general expectation that employees will<br>come to work “fit for duty” — being reasonably<br>capable of performing the requirements of<br>their job. The policy also confirms our duty as<br>an employer to reasonably accommodate<br>people who have legitimate medical conditions. |
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| FORTIS INC. CODE OF CONDUCT<br>14<br>QUESTION<br>I have been noticing that my work<br>colleague has been arriving late for<br>work, is distracted and looks like he is<br>not taking care of himself. Should I say<br>something? I’m afraid something might<br>be up with him.<br>ANSWER<br>We all have a duty to look out for the<br>safety and wellbeing of our fellow<br>employees. If there is a reasonable<br>basis to believe a colleague is unwell<br>or otherwise dealing with a health or<br>personal issue that is affecting their<br>fitness for work or causing impairment,<br>you should ask if they are doing okay<br>or need help. If an issue appears serious<br>or persists, you should privately refer<br>the concern to Human Resources.<br>Social Responsibility, the Environment<br>and Sustainability<br>We consider the impact of our actions on society,<br>the environment and the communities where we<br>operate. We seek to make positive contributions<br>to our communities.<br>We strive to reliably deliver cleaner, affordable<br>energy. We invest in resilient infrastructure and<br>promote energy efficiency. We act responsibly<br>to protect our neighbours and the public, and to<br>promote sustainability in everything we do.<br>We’re committed to environmental compliance,<br>stewardship, leadership and accountability.<br>Whether you work in the field or an office, you<br>must comply with all environmental requirements<br>and related corporate policies that apply to you.<br>We track, investigate and report on environmental<br>and other hazards and incidents and strive for<br>continuous improvement.<br>Looking Out for Each Other<br>While we have different roles and responsibilities,<br>we’re all members of the Fortis organization and<br>each of us plays an important part in our success.<br>It’s important to always show mutual respect<br>and to look out for one another to keep us all<br>healthy and safe, whether you’re facing physical or<br>emotional challenges or noticing that one of your<br>colleagues may be going through a difficult time.<br>Be there for your colleagues and remember<br>to treat others as you would like to be treated. |
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| 15<br>QUESTION<br>One of my co-workers is moving heavy<br>boxes of materials to the top shelf in the<br>storage room and is using a ladder to climb<br>up with the boxes. Is that a safety issue?<br>ANSWER<br>Yes, it could be. There are right ways<br>and wrong ways to lift and move heavy<br>objects. You can easily injure your back<br>if you lift improperly. Also, it’s dangerous<br>to carry heavy objects while climbing a<br>ladder. Heavy packages should be broken<br>down into small, manageable loads.<br>If you absolutely must use a ladder,<br>you should always have a colleague hold<br>and steady the ladder and be ready to<br>assist you if need be. Likewise, if you see a<br>co-worker’s safety at risk, you should speak<br>up and offer help. Our occupational health<br>and safety policies and the health and<br>safety committee are intended to provide<br>guidance to ensure safety in the workplace<br>for our employees and contractors and<br>should be consulted as needed. |
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| FORTIS INC. CODE OF CONDUCT<br>16<br>You’re responsible for your behaviour<br>and actions while you’re at work and<br>when you’re out in the community.<br>Obeying the Law<br>You must conduct Fortis business according<br>to the law, rules and regulations where we work<br>and operate. You must never assist anyone to<br>circumvent the law, evade taxes or commit fraud.<br>You cannot take unfair advantage of someone,<br>whether it’s by manipulating them, concealing<br>information, abusing privileged information,<br>misrepresenting material facts, or any other<br>unfair dealing practice. Offering or accepting<br>a bribe or kickback, or promising or receiving<br>any other improper benefit to influence or appear<br>to influence a customer, supplier, public official<br>or any other person, is a serious offence.<br>We do not allow anyone to do so, directly or<br>indirectly. Refer to our anti-corruption policy and<br>anti-corruption procedures for more information.<br>Complying with Regulations<br>Regulators play a vital role in safeguarding the public<br>interest, and we all have a role to play in meeting<br>our commitments and demonstrating to regulators<br>that Fortis is a responsible owner of public utilities.<br>3<br>ACTING RESPONSIBLY<br>Most aspects of our business are regulated.<br>This legal framework covers a wide range of topics,<br>including public utility regulation, the environment,<br>occupational health and safety, human rights<br>and non-discrimination, bribery and corruption,<br>government lobbying and political contributions,<br>privacy and fair competition practices.<br>We have almost continuous interaction with regulators<br>across our operating jurisdictions. Maintaining<br>respectful, constructive and cooperative relationships<br>builds trust, is good for all our stakeholders and is<br>simply the right way to conduct business.<br>FERC<br>The Federal Energy Regulatory Commission<br>(FERC) in the United States is a common<br>regulator of our U.S. subsidiaries. Our FERC<br>compliance manual describes our expectation<br>of strict compliance with FERC regulation.<br>Under the Fortis standalone business model,<br>each U.S. subsidiary is responsible for designing<br>and operating a robust FERC compliance<br>program for its operations.<br>CODE OF CONDUCT |
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| 17<br>QUESTION<br>I have an opportunity to make a small<br>investment in a company that may<br>at some point provide services to Fortis.<br>Would that be okay, or should I talk to<br>someone about that?<br>ANSWER<br>You should avoid business activities where<br>your financial interests could conflict with<br>our interests. Your goal of maximizing<br>profit could conflict with Fortis seeking<br>the lowest price. Therefore, generally<br>you should not invest in companies that<br>provide goods or services to Fortis.<br>Securities Regulation<br>As a public company, we’re also subject to<br>securities regulations and stock exchange rules<br>that govern things like offering, selling and buying<br>securities, and financial reporting.<br>Securities regulations and stock exchange rules<br>also govern the disclosure of material information<br>by public companies and insiders (see page 19).<br>Avoiding Conflicts of Interest<br>It’s your responsibility to always protect our<br>corporate interests.<br>That means you must not engage in activity<br>that could, or could be perceived to, give rise<br>to a potential or perceived conflict between<br>your personal interests and the interests of Fortis,<br>or that appears to compromise your ability to<br>act in an unbiased way. This extends to situations<br>that involve or relate to the interests of family<br>members, friends or acquaintances.<br>You’re required to tell us about any conflict of interest<br>or perceived conflict of interest. You should inform<br>your supervisor, a member of senior management,<br>the Director, Regulatory and Compliance or the CLO.<br>Our insider trading policy and disclosure policy<br>cover specific aspects of securities regulation. |
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| FORTIS INC. CODE OF CONDUCT<br>18<br>Red Flags to Avoid<br>Conflicts of interest can take different forms.<br>Make sure you don’t put yourself in one of these<br>red flag situations, either directly or indirectly<br>through families, friends or otherwise.<br>You must not:<br> • put yourself in a position where a transaction<br>with Fortis or a subsidiary could result in a benefit<br>or interest to you beyond the normal benefits of<br>your employment relationship with us<br> • put yourself in a position or relationship with<br>a co-worker which could, or could reasonably<br>be perceived to, compromise your objectivity,<br>business judgment or impartiality<br> • contract with or provide services to Fortis or a<br>subsidiary outside of your employment with us<br> • participate in activities or ventures that compete<br>with Fortis or a subsidiary or that interfere<br>or appear to interfere with your duties and<br>responsibilities to our company<br> • use confidential or material information about<br>Fortis that is not publicly available for your<br>benefit or the benefit of others<br> • have a financial or other interest in any entity<br>doing business with Fortis (other than an interest<br>of 1% or less in a publicly traded entity or an<br>interest held through a mutual or similar fund<br>where investment decisions are made at arms<br>length by others)<br> • approve a loan to an employee, executive officer<br>or director of Fortis or a subsidiary. Executive officers<br>and members of the board are also subject<br>to special conflict rules under corporate and<br>securities laws. Specifically, directors and<br>executive officers are prohibited from accepting,<br>directly or indirectly, personal loans from Fortis<br>or any of our subsidiaries<br> • select, manage or influence a relationship with<br>a contractor, supplier or other business partner<br>if they employ or are controlled by someone<br>you have a personal or family connection with.<br>This list does not include every kind of conflict<br>situation. If you’re not sure about something,<br>speak to your supervisor, a member of senior<br>management, the Director, Regulatory and<br>Compliance or the CLO.<br>You must conduct Fortis business<br>according to the law, rules, and<br>regulations where we work and operate.<br>You must never assist anyone to circumvent<br>the law, evade taxes or commit fraud. |
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| 19<br>Insider Trading<br>The value of any public company’s securities<br>can rise or fall with the release of information —<br>whether it’s good or bad.<br>Securities laws prohibit anyone from:<br> • trading on material information about a public<br>company before it has been generally<br>disclosed (called insider trading)<br> • intentionally or unintentionally passing material<br>information to someone before it has been<br>generally disclosed (called tipping).<br>Insider trading and tipping give an investor unfair<br>advantage over other investors because the material<br>information has not yet been shared publicly and the<br>market has not had time to absorb it. Insider trading<br>and tipping are both serious offences.<br><br>You are not allowed to trade in Fortis securities if you:<br> • have material information about Fortis that<br>hasn’t been publicly disclosed and absorbed<br>by the market<br> • are an insider (see below) and are subject<br>to a trading blackout period<br> • have been notified by the Legal Department<br>that you cannot trade in Fortis securities or<br>securities of any other public company.<br>You are also not allowed to trade another public<br>company’s securities if, through your work or<br>dealings with Fortis, you acquired material<br>information about that other company that<br>hasn’t been generally disclosed.<br>ABOUT MATERIAL<br>INFORMATION<br>Material information is any information<br>relating to the business and affairs of Fortis<br>that results in, or would reasonably be<br>expected to result in, a significant change<br>in the market price or value of any of our<br>securities, and includes any information<br>that a reasonable investor would consider<br>important in making a decision about<br>investing in Fortis securities.<br>ABOUT INSIDERS<br>Directors and officers of Fortis and our<br>subsidiaries, and others depending on their role<br>and responsibilities in the organization or their<br>ownership of or control or direction over Fortis<br>securities, are designated insiders by the Legal<br>Department according to securities regulations.<br>If you’re an insider, you will receive information<br>from the Legal Department about when you can<br>trade and the pre-approval process for trading<br>Fortis securities. Certain directors and officers<br>in the Fortis organization are also deemed<br>reporting insiders under securities regulations<br>and must publicly report their trades.<br>If you have questions about the insider trading<br>policy, what constitutes material information<br>or insider trading generally, speak to the CLO. |
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| Note that if you have material information about<br>Fortis that has not been generally disclosed, you may<br>still be permitted to buy Fortis shares under our<br>Employee Share Purchase Plan as share purchases<br>occur at pre-arranged times and you have no<br>direct control over discrete trading transactions.<br>As a general rule, you should always refer to our<br>insider trading policy before trading in Fortis securities.<br>Anti-Corruption<br>Many countries have legislation to combat<br>corruption. Generally, these laws prohibit the<br>offering of any kind of benefit or inducement to<br>public officials (or private counterparties) to obtain<br>an improper business advantage or concession<br>and require the keeping of complete and accurate<br>business records.<br>Our international operations must be conducted<br>according to applicable anti-corruption legislation.<br>Any breaches of these laws can result in severe<br>penalties including fines and imprisonment. If you<br>have questions about this area of the law, speak to<br>the Director, Regulatory and Compliance or the CLO.<br>FORTIS INC. CODE OF CONDUCT<br>20<br>QUESTION<br>I usually buy some Fortis shares with my<br>annual bonus. I am currently working on<br>a project that could be a big deal for Fortis.<br>Can I go ahead and buy the shares anyway?<br>ANSWER<br>If you have material information about<br>Fortis that has not been generally disclosed,<br>you must not trade in Fortis securities.<br>Even if you’re not normally considered an<br> “insider” under our insider trading policy,<br>the very fact that you possess material<br>information precludes you from trading.<br>If you have questions about when you<br>can or cannot trade, speak to the CLO.<br>Our disclosure policy describes procedures<br>for approving and publicly disclosing material<br>information about Fortis, which generally may only<br>occur through our designated spokespersons.<br>Our insider trading policy supplements the<br>terms of this code and applicable laws and<br>provides more details about trading restrictions<br>that apply to you and your family members. |
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| 21<br>Anti-Bribery<br>Any form of bribery or similar unethical business<br>practices are strictly prohibited. We have<br>administrative procedures and controls that<br>help us manage and record transactions that<br>are susceptible to fraud or abuse, and to<br>mitigate the risk of corruption generally.<br>You must conduct due diligence before you hire<br>a new third-party agent to act for us in a new<br>jurisdiction, and make sure that the agent is<br>familiar with, and will comply with, local law<br>as well as our anti-corruption policies, or their<br>own if they’re substantially similar to ours.<br>QUESTION<br>I’ve been preparing materials for an<br>upcoming meeting with a government<br>minister. Is there anything I should be<br>doing to make sure this is all by the book?<br>ANSWER<br>Yes. You should speak to the<br>Communications Department or the<br>Director, Regulatory and Compliance<br>to determine whether any lobbyist<br>registration or reporting requirements<br>are triggered. Most jurisdictions require<br>registration and filing of periodic<br>reports when an organization’s<br>lobbying activities meet prescribed<br>thresholds. Laws vary from place to<br>place, so it’s best to seek guidance.<br>The Communications Department<br>keeps records of our lobbying activity.<br>PROPER RECORD KEEPING<br>We keep accurate business records of our<br>transactions and activities as a good business<br>practice and to satisfy anti-corruption laws.<br>Our Communications Department is<br>responsible for maintaining written records<br>of corporate gifts, charitable donations,<br>political contributions and lobbying activities. |
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| FORTIS INC. CODE OF CONDUCT<br>22<br>Commissions, Fees and Other Payments<br>All commissions, fees or other payments you<br>make to agents, consultants and suppliers acting<br>for Fortis must reflect sound business practices<br>and the reasonable value of the services or<br>products provided. Invoices must be reviewed and<br>approved by employees who are knowledgeable<br>of, and responsible for, the services or products<br>being provided.<br>Gifts and Entertainment<br>You cannot give or receive a gift or benefit of any<br>kind when conducting business on behalf of Fortis<br>if it might be perceived that an obligation has<br>been created or a favour or special treatment is<br>expected. Lavish gifts and entertainment and gifts<br>of cash and cash equivalents are strictly prohibited.<br>You can give gifts or promotional items if they’re<br>reasonable and have modest value and are given<br>infrequently and in an open and transparent way.<br>For guidance regarding gifts and entertainment,<br>you should consult the Communications<br>Department and our anti-corruption procedures.<br>NO CORRUPT PRACTICES<br>Our anti-corruption policy governs dealings<br>with foreign and domestic public officials as<br>well as individuals and non-governmental and<br>commercial entities that Fortis does or proposes<br>to do business with. The policy contains guiding<br>principles covering such things as:<br> • bribery and improper payments<br> • facilitation payments<br> • lobbying<br> • gifts (including meals & entertainment)<br> • books, records and internal controls.<br><br>Our anti-corruption procedures also provide<br>practical advice on how to be vigilant in<br>spotting potential issues that could arise<br>while performing your duties.<br>EMPLOYMENT AND<br>INTERNSHIP OFFERS<br>An offer of employment or internship<br>should never be made to exert influence<br>or in exchange for a benefit or concession.<br>If you’re considering hiring someone who is<br>known to be related to a public official or a<br>party that we do business with or propose<br>to do business with, it’s especially important<br>to follow our review and approval process. |
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| 23<br>QUESTION<br>One of our outside service providers<br>called me offering tickets to Saturday<br>night’s hockey game. Should I accept or<br>decline? I don’t want to offend the person.<br>ANSWER<br>You should seek guidance from the<br>Director, Regulatory and Compliance or<br>the CLO. Certain gifts may be perfectly<br>acceptable depending on the value and<br>timing (for example, a small token to mark<br>a special milestone or achievement),<br>but you must be vigilant to avoid the<br>appearance that the gift seeks to induce<br>preferential treatment. You must never<br>accept a gift where there could be a<br>perception that it is being given with<br>an expectation of receiving a favour or<br>benefit in return. Service providers should<br>not be offended where a gift is declined<br>based on sound ethical principles.<br>Political Engagement and Lobbying<br>We’re fortunate to live and operate in places that<br>value and protect democratic rights.<br>While we recognize the importance of supporting<br>the democratic process, no contribution to a<br>political party, organization or candidate for public<br>office on behalf of Fortis is permitted unless it is<br>allowed by law, authorized by a member of senior<br>management or the board, and coordinated<br>through the Communications Department.<br>You aren’t allowed to exert influence on another<br>employee to support a political cause, party or<br>candidate, directly or indirectly. If you know that<br>someone is trying to exert influence, you should<br>report it (see page 33).<br>Most jurisdictions have laws that regulate lobbying<br>activity directed towards public officials. If you or<br>a third party you hire engages in lobbying, you or<br>they may be required to register under a public<br>lobbyist registry and file periodic reports detailing<br>the lobbying activities. The Communications<br>Department monitors all lobbying activity by Fortis,<br>and together with the Legal Department ensures<br>compliance with lobbying laws.<br>Our political engagement policy governs our political<br>contributions in the province of Newfoundland<br>and Labrador according to local law, and the<br>Communications Department coordinates all<br>political contributions made by or on behalf of Fortis. |
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| FORTIS INC. CODE OF CONDUCT<br>24<br>Competition and Anti-Trust Legislation<br>You must comply with all Canadian and foreign<br>competition laws to ensure fairness, transparency<br>and fair play in our commercial activities. This<br>includes “antitrust” legislation in the United States.<br>Behaviour such as agreements with competitors<br>to allocate markets or customers, price fixing<br>or agreements to control or manipulate prices,<br>the boycotting of certain suppliers or customers<br>or exclusive dealing, bid-rigging, misleading<br>advertising, price discrimination and predatory<br>pricing, tied selling, delivered pricing and the<br>abuse of dominant market position is prohibited.<br>If you’re not sure if there’s a potential issue with<br>competition law related to a specific business<br>activity, speak to the CLO.<br>Privacy<br>Fortis and its subsidiaries may possess personal<br>information relating to employees, customers and<br>other individuals. This information may include<br>their name, home address, phone number,<br>email address, date of birth, social insurance<br>number, credit card information, etc. Privacy laws<br>generally set out rules regarding the purposes<br>QUESTION<br>A good friend of mine is running in the<br>upcoming election. I told her I would<br>help her get the word out. Can I post<br>some of her leaflets in the lunchroom?<br>ANSWER<br>No. While Fortis may engage in the<br>political process as permitted under our<br>political engagement policy, our code<br>prohibits employees from politicizing<br>the workplace by exerting influence on<br>co-workers to support a political party<br>or candidate. You may help her in your<br>free time but your participation should<br>not extend to your workplace. |
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| 25<br>for which personal information can be collected,<br>how personal information must be managed,<br>individuals’ rights to know how their personal<br>information is used, and when this information<br>must be deleted. Some jurisdictions also have<br>mandatory breach notification requirements that<br>may apply in instances of unauthorized access<br>to personal information. Our privacy policy provides<br>guidance on the proper handling of personal<br>information. Our subsidiaries also generally have<br>policies addressing privacy and the handling of<br>personal information.<br>To the extent that consent to collecting, using or<br>disclosing personal information is required by law,<br>we will assume, unless we are advised otherwise,<br>that you have consented to Fortis collecting,<br>using and disclosing personal information in the<br>way and for the purposes stated in our privacy<br>policy and as allowed under privacy laws.<br>Business Travel and Expenses<br>Depending on your role, you may need to travel or<br>incur expenses on behalf of Fortis. Generally, business<br>expenses should be paid using a Fortis corporate<br>credit card. These cards are generally issued to<br>designated employees who travel frequently or<br>otherwise regularly incur corporate expenses in<br>connection with their work. Corporate credit cards<br>should not be used for cash advances or personal,<br>family or household expenses. You’re responsible<br>for making sure your expenses are appropriate<br>and in keeping with our policies. Your supervisor<br>is responsible for approving your expenses.<br>TRAVEL POLICY<br>Our travel policy sets out guidelines<br>for business travel including air travel,<br>accommodations, ground transportation,<br>meals and other expenses, and provides<br>that all business travel expenses should<br>be paid using a corporate credit card.<br>Outside Employment and Volunteering<br>Volunteering and supporting the communities<br>we serve is one of our core values, and we<br>encourage everyone to volunteer in the<br>community. However, your outside interests<br>must not adversely affect your performance<br>or objectivity at work.<br>You can pursue outside interests, like working<br>in a part-time or off-hours job. However,<br>consulting with, working for, or volunteering<br>with a person or entity that Fortis has a current<br>or potential business relationship with can give<br>rise to a real or perceived conflict of interest,<br>and must be avoided.<br>Contributing corporate time or resources<br>to community or charitable service must<br>be approved by a member of senior<br>management and coordinated through<br>the Communications Department. |
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| FORTIS INC. CODE OF CONDUCT<br>26 |
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| 27<br>COMMUNITY<br>SUPPORT<br>Fortis contributes to different<br>charitable organizations as part of<br>our commitment to communities.<br>Donation requests must be approved by<br>the Communications Department even<br>if it’s an organization you’re associated<br>with. This makes sure we’re objective in<br>evaluating, authorizing, processing and<br>documenting all donation requests,<br>and that we can avoid potential for fraud,<br>abuse or a perceived conflict of interest.<br>The Communications Department<br>administers the program and records<br>all requests. See our anti-corruption<br>policy and anti-corruption procedures<br>on our intranet for more information.<br>Serving on Outside Boards<br>If you want to serve on the board of directors<br>or governing body of a for-profit enterprise or<br>government agency, you need approval before<br>you accept the position:<br>EMPLOYEES<br>Must receive approval from the CEO.<br>EXECUTIVE OFFICERS<br>Must consult with the CEO and the Chair of the<br>board and receive approval from the Chair.<br>DIRECTORS<br>Must consult with the CEO and the Chair of the<br>board and receive approval from the Chair.<br>CHAIR OF THE BOARD<br>Must consult with the CEO and the chair of the<br>governance and nominating committee and<br>receive approval from the committee chair.<br>See also the board of directors governance<br>guidelines for information about directors<br>serving on other public company boards.<br>You can serve on the board or governing body<br>of a non-profit organization without receiving prior<br>approval from a member of senior management<br>if the appointment isn’t an actual or perceived<br>conflict of interest with Fortis. |
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| FORTIS INC. CODE OF CONDUCT<br>28<br>not accept a side or comfort letter if it’s not<br>attached to the main contract, unless you’ve<br>received advice or approval from the CLO.<br>Proprietary and<br>Confidential Information<br>You may handle information that’s confidential<br>to Fortis or create a work product that belongs<br>to us. You must not share this information, or any<br>other confidential or proprietary information about<br>Fortis or a person or organization that we have<br>a current or potential business relationship with,<br>with any person or entity, during or after your<br>service with Fortis.<br>The only exceptions are if:<br> • it’s in the necessary course of Fortis business<br> • you’ve received written authorization from<br>a member of senior management, or<br> • it’s required by law, as determined after<br>consulting with the CLO.<br>You must tell us about any invention, improvement,<br>concept, trademark or design you’ve prepared or<br>developed during your employment or association<br>with Fortis and agree that we’re the exclusive<br>owner of the property.<br>When your employment or association with<br>Fortis ends, you must return all proprietary and<br>confidential information to us.<br>You must always protect our assets,<br>including corporate property, information,<br>and hardware.<br>Corporate Property and Opportunities<br>You have a personal responsibility to protect our<br>tangible assets (like our equipment and facilities),<br>and intangible assets (such as corporate<br>opportunities, intellectual property, trade secrets<br>and business information, including information<br>assets such as emails, memos, accounting<br>records, invoices and contracts) from misuse<br>or theft. You must comply with internal policies<br>and procedures concerning information security.<br>You cannot obtain, use or divert Fortis property<br>for personal use or benefit, or use the Fortis<br>name or purchasing power for personal benefit.<br>For example, you can’t:<br> • use our property, information or position<br>for personal gain,<br> • take corporate opportunities for yourself that<br>you discover through your position with the<br>company or through the use of corporate<br>property or information, or<br> • compete with Fortis. You owe a duty to Fortis to<br>advance our interests if an opportunity arises.<br>All contracts involving Fortis must be in writing and<br>approved by the Legal Department. You should<br>4<br>PROTECTING OUR ASSETS<br>CODE OF CONDUCT |
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| 29<br>ABOUT CONFIDENTIAL INFORMATION<br>Confidential information means all information<br>that’s confidential, proprietary and not public,<br>in any format (including written, oral, visual,<br>electronic or otherwise), that belongs to Fortis<br>or arises from a relationship with Fortis.<br>It includes the following, among other things:<br> • information about employees, customers,<br>suppliers and vendors<br> • business plans, budgets, strategies,<br>projections, reports and analyses<br> • operational data and reports (including<br>operating performance measures, processes,<br>training and knowledge base materials)<br> • financial and tax data and analyses<br> • legal and contractual matters, including<br>privileged information that is prepared by or<br>shared with counsel in providing legal advice<br>or preparing for actual or possible litigation,<br>and draft regulatory filings.<br>Confidential information does not include<br>information that is or becomes:<br> • generally available to the public<br>(unless through unauthorized disclosure), or<br> • available from a source other than Fortis<br>(if the source was not prohibited from<br>disclosing the information).<br>If you’re not sure if something is confidential, do<br>not disclose it without speaking to your supervisor,<br>a member of senior management, the Director,<br>Regulatory and Compliance or the CLO.<br>PROTECTING CONFIDENTIALITY<br>You must comply with the confidentiality<br>provisions of our disclosure policy and any<br>similar policy established by a Fortis subsidiary<br>to the extent it applies to your activities.<br>All Fortis assets must be used lawfully<br>in furthering our corporate objectives.<br>Communication Devices<br>Communication resources like phone systems,<br>computers, faxes and mobile devices are owned by<br>Fortis and are to be used for business purposes only.<br>Take appropriate security precautions when using<br>these resources to transmit or receive confidential,<br>sensitive or proprietary information. The safe<br>travel checklist from the IT Department provides<br>helpful advice about how to safeguard electronic<br>communication devices and maintain security<br>over confidential information while traveling.<br>You must not use our communication devices<br>for improper or illegal activities, such as the<br>communication of defamatory, pornographic,<br>obscene or demeaning material, hate literature,<br>inappropriate blogging, gambling, copyright<br>infringement, harassment or obtaining illegal<br>software or files.<br>We monitor our communication resources for<br>improper use and security purposes and audit<br>them as part of our network management.<br>See our acceptable use policy for more information. |
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| FORTIS INC. CODE OF CONDUCT<br>30<br>EXTERNAL COMMUNICATIONS<br>Our disclosure policy designates authorized<br>spokespersons to address inquiries from financial<br>analysts, investors and the media. You must<br>direct any inquiry you receive from the financial<br>and investment communities or the media to<br>an authorized spokesperson, which includes our<br>CEO, CFO, CLO, Vice President, Investor Relations<br>or Vice President, Communications.<br>Keeping Accurate Financial Records<br>We always expect compliance with generally<br>accepted accounting principles and internal<br>controls. All Fortis books of account, records and<br>other documents must accurately account for<br>and report all assets, liabilities and transactions.<br>You must not:<br> • cause our accounting and financial books or<br>records to be incorrect or misleading in any way<br> • participate or assist in concealing an<br>improper transaction<br> • delay the prompt or correct recording<br>of disbursements<br>We allow incidental personal use of our<br>communications resources if it does not negatively<br>affect productivity, compromise system capacity,<br>or contravene the law or any Fortis policy.<br>QUESTION<br>I travel quite a lot and am frequently<br>using my laptop or tablet. Are there any<br>things I should do to ensure confidential<br>information is protected?<br>ANSWER<br>Yes. Our Information Technology<br>department has developed a safe<br>travel checklist which provides advice<br>on how best to secure your Fortis-issued<br>communication and computing devices<br>and the confidential information that is<br>stored on them. You should review this<br>checklist and follow the recommendations. |
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| 31<br> • hinder or fail to cooperate in resolving issues<br>identified in internal or external audit reports<br> • conceal knowledge of any untrue, misleading<br>or inaccurate statement or record, whether it<br>was made intentionally or unintentionally, or<br> • conceal a transaction that does not seem<br>to serve a legitimate commercial purpose<br>or fail to bring it to the attention of<br>appropriate supervisors.<br>If you have any concerns or complaints regarding<br>questionable accounting or auditing matters,<br>you should follow the guidelines in our<br>whistleblower policy, including promptly reporting<br>the concern or complaint according to the<br>procedures set out in that policy (see page 33).<br>Records Management<br>Effective records management facilitates<br>operational efficiencies and business continuity<br>while mitigating litigation and other risks.<br>Legislation also prescribes minimum retention<br>periods for certain business records. Our records<br>management policy and records retention<br>schedule set out best practices for managing<br>our permanent business records and set<br>minimum retention periods for certain records.<br>Our permanent business records must be<br>managed consistent with these policies.<br>QUESTION<br>If I ever come across something in our<br>departmental expense records that<br>doesn’t seem right, what should I do?<br>ANSWER<br>Something unusual in expense records<br>might be easily explained, but it could<br>also be a red flag for potential fraud<br>or some other improper transaction.<br>The best course of action is to point<br>it out to your supervisor. If you feel<br>uncomfortable doing that, you<br>should speak to a member of senior<br>management, the Director, Regulatory<br>and Compliance or the CLO. You can<br>also report the matter confidentially<br>and anonymously by phone or online<br>using EthicsPoint (see page 33). |
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| FORTIS INC. CODE OF CONDUCT<br>32<br>Following the code is mandatory. It’s your<br>responsibility to speak up or ask for help<br>if you’re not sure about something.<br>It’s also your responsibility to report a concern if you<br>believe someone is not following the code, any other<br>Fortis policy or applicable laws, or if you observe what<br>appears to be accounting or auditing irregularities.<br>Filing a Report<br>You can report an incident personally or file a report<br>anonymously by using our whistleblower hotline. The<br>service is available 24 hours a day, seven days a week.<br>We investigate all reports and keep all information<br>confidential. Make sure you provide enough<br>information or evidence to substantiate your<br>report and allow for a proper investigation.<br>Where other Fortis policies contain their own<br>specialized reporting procedures, such as under<br>the respectful workplace policy, those procedures<br>should first be followed whenever possible<br>Incidents reported through the whistleblower<br>hotline may also be re-directed through the<br>specialized reporting procedures under other<br>Fortis policies if it is more appropriate.<br>After you complete your report, you’ll receive a<br>unique code called a report key. Write down your<br>report key and password and keep them in a safe<br>place. Be sure to check frequently on the status of<br>your report through EthicsPoint because there may<br>be follow-up questions or information requests<br>that require your response.<br>ALWAYS ACT<br>IN GOOD FAITH<br>There are no repercussions for filing a<br>report or assisting if you have reasonable<br>grounds and you act in good faith.<br>Filing a report in bad faith — with<br>malicious intent, or when you know it’s<br>not true — is a serious matter and will<br>lead to disciplinary action, which could<br>include losing your job.<br>Fortis will also not permit any form of<br>retaliation against individuals who<br>assist with an investigation by providing<br>information or otherwise.<br>5<br>WHERE TO GO FOR HELP<br>CODE OF CONDUCT |
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| 33<br>FILE A REPORT PERSONALLY<br>Go to your supervisor or speak to an executive officer, a member of senior management or the CLO to report<br>a violation or suspected violation.<br><br>If you do not feel comfortable reporting the incident to your supervisor, or any other member of senior<br>management, you may report the incident to the Director, Internal Audit (who the board has designated<br>as the Administrator and an Investigator under the whistleblower policy) or the chair of the audit committee.<br><br>Karen Wade Tracey Ball<br>Director, Internal Audit Chair, Audit Committee<br>709-737-2910 709-737-5432<br>[email protected] [email protected]<br>FILE A REPORT ANONYMOUSLY<br>If you do not feel comfortable reporting the incident personally, you can use our whistleblower hotline to file<br>a report anonymously. Although you can submit an anonymous report through EthicsPoint, anyone making<br>an anonymous report should be aware that maintaining anonymity could hinder an effective investigation of<br>the incident. As a practical matter, it is also possible that the anonymity of a person who makes an anonymous<br>report may become known during the investigation or resolution of the incident or may become subject to<br>legal disclosure requirements. We therefore encourage you to only report on an anonymous basis where<br>absolutely necessary due to the inherent difficulty in properly investigating, following up on and resolving<br>anonymously reported incidents.<br><br>We use NAVEX Global, a third party that provides confidential, anonymous reporting services 24 hours a day,<br>seven days a week:<br>ONLINE<br>Go to FortisInc.ethicspoint.com<br>PHONE<br>Canada and the United States<br>Toll Free — 1-866-294-5534<br>All other countries<br>Cayman Islands — 1-800-225-5288<br>Turks and Caicos — 1-800-225-5288<br>Belize — From an outside line, place an operator-assisted collect call to the United States to 866-294-5534 |
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| FORTIS INC. CODE OF CONDUCT<br>34<br>What Happens Next<br>Reports are forwarded to the Director, Internal Audit,<br>chair of the audit committee and CLO, and you will<br>receive an acknowledgement within five business days.<br>An Investigator will be assigned based on the nature<br>of the report and the skills required to investigate<br>each incident promptly and independently.<br>Information will be kept confidential to the extent<br>permissible by law and feasible to allow a proper<br>investigation and resolution, and the Investigator<br>will always try to protect the identity of the persons<br>involved. All incidents relating to questionable<br>accounting or auditing matters will be investigated<br>under the supervision of the audit committee.<br>An Investigator may involve management in the<br>investigation as deemed appropriate. An Investigator<br>may also authorize an independent investigation<br>or engage external consultants or advisors to assist<br>in the investigation. The process can also lead to<br>an external investigation or proceedings with a<br>government or regulatory authority.<br>We’ll communicate the status and outcome of an<br>investigation as timely as possible and will contact you<br>directly if you identified yourself when filing the report.<br>If you filed the report anonymously, you can receive<br>an update using the method you used to make<br>the report. Go on the EthicsPoint website or call the<br>toll-free number in your area (see page 33) and use<br>your report key and password to receive the update.<br>We Retain Records<br>All records relating to an incident are the property<br>of Fortis. We retain records:<br> • to comply with applicable laws and our<br>document retention policies<br> • subject to safeguards that ensure confidentiality and,<br>when applicable, the anonymity of the report, and<br> • to maximize their usefulness to our<br>compliance program. |
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| 35<br>OTHER FORTIS POLICIES<br>AND RELATED MATERIALS<br>This code references other important governance<br>policies at Fortis. You can find this code and the<br>following policies and procedures on our intranet<br>or you can ask the Legal Department for a copy:<br> • Acceptable use policy<br> • Anti-corruption policy<br> • Anti-corruption procedures<br> • Authorizations policy<br> • Board and executive diversity policy<br> • Compliance and ethics program reference manual<br> • Disclosure policy<br> • Drugs and alcohol in the workplace policy<br> • FERC compliance manual<br> • Inclusion and diversity commitment<br> • Insider trading policy<br> • Occupational health and safety policies<br> • Policy on reporting allegations of suspected improper<br>conduct and wrongdoing (whistleblower policy)<br> • Political engagement policy<br> • Privacy policy<br> • Records management policy<br> • Records retention schedule<br> • Respectful workplace policy<br> • Safe travel checklist<br> • Travel policy |
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| FORTIS INC. CODE OF CONDUCT<br>36 |
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