Code of Conduct Regulation Compliance Plan.

The EPCOR Code of Conduct
Regulation Compliance Plan
The EPCOR
Code of Conduct
Regulation Compliance Plan
June 27, 2014
Amended March 5, 2015
The EPCOR Code of Conduct Regulation Compliance Plan
Part 1 Introduction ...................................................................................................................................................... 4
1.1
Purpose ......................................................................................................................................................... 4
1.2
Effective Date ................................................................................................................................................ 4
1.3
Organization Structure .................................................................................................................................. 4
1.4
Roles and Responsibilities for Compliance for EPCOR ............................................................................... 5
1.5
Definitions ..................................................................................................................................................... 6
Part 2 Conduct of Owners and Retailers .................................................................................................................. 6
2.1
Behaviour of Owners and Retailers .............................................................................................................. 6
2.1.1
Statement of Principles ......................................................................................................................... 6
2.1.2
Training ................................................................................................................................................. 6
2.1.3
EPCOR Employee Information Tools ................................................................................................... 7
2.1.4
Accountability and EPCOR’s Ethics Policy ........................................................................................... 7
2.2
Equality of Treatment for Customers ............................................................................................................ 7
2.2.1
Tying Prohibited .................................................................................................................................... 7
2.2.2
Transfer of Customers .......................................................................................................................... 8
2.2.3
Representations .................................................................................................................................... 8
2.2.4
Advertising ............................................................................................................................................ 8
2.2.5
Meetings by EPCOR Owner with Retailers and Customers ................................................................. 8
2.3
Confidentiality of Customer Information ........................................................................................................ 8
2.3.1
Confidentiality Commitment .................................................................................................................. 8
2.3.2
Disclosure of Customer Information with Consent ................................................................................ 9
2.3.3
Basic Requirements of Customer Consent ........................................................................................... 9
2.3.4
Disclosure of Customer Information by EPCOR RRP ........................................................................ 10
2.3.5
Disclosure of Customer Information by EPCOR Owner ..................................................................... 10
2.3.6
Disclosure to Two or More Retailers ................................................................................................... 10
2.3.7
Historical Electric Energy Consumption .............................................................................................. 10
2.3.8
Aggregated Customer Information ...................................................................................................... 10
2.3.9
Fair Disclosure by EPCOR Owner or EPCOR RRP of Aggregated Customer Information ............... 10
2.4
Equality of Treatment of Retailers ............................................................................................................... 11
2.4.1
Equal Treatment.................................................................................................................................. 11
2.4.2
Equal Notice of Change ...................................................................................................................... 11
2.5
Business Practices of Owners and Retailers .............................................................................................. 11
2.5.1
Conditions of Access to Written Communications with Customers .................................................... 11
2.5.2
Fair Handling of Retail Electricity Services Requests ......................................................................... 12
2.5.3
Prohibitions on Website Access .......................................................................................................... 12
Part 3 Relationship Between Owners and their Affiliated Retailers .................................................................... 12
3.1
Efficiency Without Unfair Competition ........................................................................................................ 12
3.2
Preventing Unfair Competitive Advantage .................................................................................................. 13
3.2.1
Non-Disclosure of Customer Information for Marketing or Sales Purposes ....................................... 13
3.2.2
Customer Information from Employees and Others ........................................................................... 13
3.2.3
Joint Acquisitions, Research and Dispositions ................................................................................... 13
3.2.4
Goods and Services Transactions to be at Fair Market Value ........................................................... 13
3.2.5
Demonstrating Fair Market Value ....................................................................................................... 14
3.2.6
Financial Transactions ........................................................................................................................ 14
3.2.7
Allocation of Benefits and Costs by Regulated Rate Provider ............................................................ 14
3.2.8
Access to Publicly Available Information ............................................................................................ 14
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The EPCOR
Code of Conduct
Regulation Compliance Plan
June 27, 2014
Amended March 5, 2015
3.3
Separate Records and Accounts ................................................................................................................ 14
3.3.1
Records and Accounts ........................................................................................................................ 14
3.3.2
Transaction Records ........................................................................................................................... 14
3.3.3
Maintaining Records ........................................................................................................................... 15
Part 4 Compliance Plans and Reports .................................................................................................................... 15
4.1
Ongoing Obligation for Compliance Planning ............................................................................................. 15
4.2
EPCOR Conduct Leader Accountabilities .................................................................................................. 15
4.3
Changes to Compliance Plan ..................................................................................................................... 16
4.4
Quarterly Management Certificates ............................................................................................................ 16
4.5
Quarterly Reports ........................................................................................................................................ 16
4.6
Annual Reports for the MSA ....................................................................................................................... 17
4.7
Information about MSA ............................................................................................................................... 17
Part 5 Compliance Audit .......................................................................................................................................... 17
5.1
Code of Conduct Audit Requirement .......................................................................................................... 17
Part 6 Complaints, Exemptions and Exceptions ................................................................................................... 17
6.1
Resolution of Circumstances of Non Compliance ...................................................................................... 17
6.2
Complaints Contact ..................................................................................................................................... 17
6.3
Complaints in Writing .................................................................................................................................. 18
6.4
Complaints to the MSA ............................................................................................................................... 18
6.5
Emergency Exceptions ............................................................................................................................... 18
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The EPCOR Code of Conduct Regulation Compliance Plan
Part 1 Introduction
1.1
Purpose
The purpose of this Compliance Plan (the “EPCOR Compliance Plan”) is to describe the systems,
policies and mechanisms that each of EPCOR Distribution & Transmission Inc. (“EDTI”), EPCOR Energy
Alberta Limited Partnership (“EEA LP”) by its general partner EPCOR Energy Alberta GP Inc. (“EEA
GPI”), and 1772387 Alberta Limited Partnership (“Encor”) use to ensure that all companies in the
EPCOR Group and their respective officers, employees, agents and contractors (collectively referred to
as “EPCOR”) comply with the Code of Conduct Regulation, Alta. Reg. 160/2003 (the “Conduct
Regulation”) made under the Electric Utilities Act (the “Act”). The EPCOR Compliance Plan is filed with,
and is subject to approval by, the Market Surveillance Administrator (“MSA”). Any individual who
believes that EPCOR has failed to comply with the provisions of the EPCOR Compliance Plan or the
Conduct Regulation is encouraged to contact the EPCOR Compliance Officer directly. If the matter is
not satisfactorily resolved, the individual should follow the complaint procedures outlined in Part 6 of the
EPCOR Compliance Plan.
1.2
Effective Date
The EPCOR Compliance Plan will be effective on the date that it is approved by the MSA and remains
effective until amended or revoked.
1.3
Organization Structure
EPCOR Utilities Inc. (“EUI”) owns a group of companies that carries on business activities in all
commercial aspects of the electricity industry in Alberta.
EDTI was formed on January 1, 2007 through the amalgamation of EPCOR Distribution Inc. (“EDI”) and
EPCOR Transmission Inc. (“ETI”). EDTI owns and operates the electric distribution system previously
owned and operated by EDI and the transmission facilities previously owned and operated by ETI.
EDTI’s service area is primarily within the municipal boundaries of the City of Edmonton.
EDTI is a wholly owned subsidiary of EPCOR Utilities Holdings Inc. (“EUHI”) pursuant to Alberta Utilities
Commission (“AUC”) Order U2006-281. EUHI is a wholly owned subsidiary of EUI. As such, EDTI is an
“Owner” as that term is defined in the Conduct Regulation and a “Utility” as defined in the EPCOR InterAffiliate Code of Conduct (the “EPCOR Code”). EDTI is referred to herein as the “EPCOR Owner”.
On September 5, 2013, EPCOR Energy Alberta Inc. (“EEAI”) and EPCOR Energy Alberta Limited
Partnership (“EEA LP”) by its general partner EPCOR Energy Alberta GP Inc. (“EEA GPI”) applied to the
Alberta Utilities Commission (“AUC” or formerly known as the “EUB”) requesting approval for EEA LP, by
its general partner EEA GPI, to provide regulated rate option (“RRO”) and default supply services to
electricity customers within the EDTI and FortisAlberta Inc. service area and to several rural
electrification associations in Alberta. EEA GPI is also a Utility as defined in the EPCOR Code. This
application was approved by the AUC in Decision 2014-045 on February 26, 2014. EEA LP is referred to
in this Plan as “EPCOR RRP”.
In July 2009, EPCOR sold substantially all of its power generation assets and related operations to
Capital Power Corporation (“CPC”), a newly created power generation entity. Under this reorganization,
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CPC also acquired EPCOR Merchant and Capital L.P. (“EMCLP”) and EMCC Limited (“EMCCL”), which
are now known respectively as CP Energy Marketing LP (“CPEMLP”) and Capital Power GP Holdings
Inc. (“CPGPHI”).
CPEMLP is an indirect subsidiary of CPC. CPEMLP provides Retail Electricity Services throughout
Alberta.
CPGPHI is a subsidiary of CPC. CPGPHI provides Retail Electricity Services throughout Alberta.
CPEMLP and CPGPHI are Affiliated Retailers of the EPCOR Owner, pursuant to s. 2 of the Conduct
Regulation.
EPCOR Power Development Corporation (“EPDC”) and 1772387 Alberta Ltd. are corporations
incorporated under the laws of Alberta. The parent corporation of EPDC and 1772387 Alberta Ltd. is
EUI. 1772387 Alberta Ltd. currently holds 0.1% of the units of Encor and in its capacity as general
partner, has the power and authority to conduct the business of Encor. EPDC is the limited partner of
the Encor and holds the remaining 99.9% of the units. As limited partner, EPDC does not participate in
control and management of Encor.
Encor will provide Competitive Electricity Services, as that term is defined in this Plan and is a Non-Utility
Affiliate as defined in the EPCOR Code. Encor is also an Affiliated Retailer of the Owner, pursuant to s.
2 of the Conduct Regulation.
1.4
Roles and Responsibilities for Compliance for EPCOR
To provide oversight over the activities of all EPCOR subsidiaries that are subject to the Conduct
Requirements, EPCOR has appointed a Compliance Officer and has established a Code of Conduct
Compliance Committee.
The Compliance Officer has the duty of ensuring that all EPCOR subsidiaries comply with the Conduct
Requirements, including investigating instances of alleged or actual non-compliance. The Compliance
Officer is responsible for monitoring the conduct of EPCOR, reporting to the Board of Directors of
EPCOR and to the MSA as required by the Conduct Requirements. The Compliance Officer is the
primary point of contact for the MSA for issues regarding conduct of the EPCOR Owner, EPCOR RRP,
or Encor.
The EPCOR Conduct Committee (the “Conduct Committee”) consists of designated Conduct Leaders
from each of the EPCOR Owner, EPCOR RRP, and Encor and such employees from EPCOR as may be
reasonably required to carry out the business arising for the Conduct Committee. The Conduct
Committee’s duties are to make decisions relating to issues arising under the Conduct Requirements, to
review compliance plans for each EPCOR entity that is required to prepare a compliance plan under the
Conduct Requirements, and to ensure the implementation of any changes to or recommendations
respecting policies or procedures that are decided upon by the Conduct Committee. The Conduct
Committee shall meet at least quarterly.
Each quarter the Conduct Leaders will report upon the compliance activities of the EPCOR entity for
which they are responsible. Each report by the Conduct Leaders shall include the following:
(a) Any circumstances of potential non-compliance that have been identified;
(b) Any complaints that have been received; and
(c) Any remedial action that has been taken in relation to the identified non-compliances.
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Conduct Leaders are responsible for representing the interests of the EPCOR entity for which the
Conduct Leader have been designated. The Conduct Leaders for each entity in EPCOR shall be
accountable as set out in Section 4.2 and shall be responsible to make the EPCOR Compliance Plan
operational for the Conduct Leader’s corporation.
1.5
Definitions
Capitalized words and phrases used in the EPCOR Compliance Plan shall have the meanings set out in
the EPCOR Compliance Plan and Appendix A to the EPCOR Compliance Plan (the “Plan Definitions”)
and the Conduct Regulation. In the event of any inconsistency between the Plan Definitions and the
definitions in the Conduct Regulation, the Plan Definitions will prevail for the purposes of interpreting the
EPCOR Compliance Plan.
For the purposes of the EPCOR Compliance Plan, all Customer Information arising from the provision of
Retail Electricity Services by the EPCOR “Default Supplier”, as defined in the Roles, Relationships and
Responsibilities Regulation, 2003, A.R. 169/2003 and amended in A.R. 265/2007, will be handled by
EPCOR in the same way and be subject to the compliance requirements applicable to Customer
Information arising from Regulated Electricity Services
Part 2 Conduct of Owners and Retailers
2.1
Behaviour of Owners and Retailers
2.1.1
Statement of Principles
EPCOR will endeavour to ensure compliance with the Conduct Regulation by implementing and
maintaining the systems, policies and mechanisms described in the EPCOR Compliance Plan.
EPCOR commits to carrying out its business activities in accordance with the following basic
principles contained in the Conduct Regulation:
(a)
EPCOR will ensure equal treatment for Customers by EPCOR Owner, EPCOR RRP, and
Encor;
(b)
EPCOR will maintain confidentiality of Customer Information;
(c)
EPCOR Owner will ensure equal treatment of Retailers; and
(d)
EPCOR will follow business practices that distinguish between Regulated Electricity
Services and Competitive Electricity Services.
2.1.2
Training
EPCOR will provide training in relation to the Conduct Requirements and the EPCOR
Compliance Plan, as follows:
(a)
All new employees will be made aware of the Conduct Regulation and the EPCOR
Compliance Plan and must execute a form of Code of Conduct Requirements Compliance
Awareness attached hereto as Appendix B prior to the commencement of employment.
This form will be retained in the employee’s Human Resources file.
(b)
All Encor employees will receive awareness communications about the EPCOR
Compliance Plan at least annually.
(c)
The Compliance Officer will maintain records regarding details of awareness
communications for Encor employees.
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(d)
(e)
(f)
(g)
EPCOR RRP employees are provided training for six weeks at the commencement of his
or her employment which includes:
(i)
information about EPCOR RRP business including RRO operations, Conduct
Regulation, privacy and ethics requirements;
(ii)
thorough training on operational procedures including handling of telephone calls;
and
(iii)
performance assessments.
EPCOR RRP will maintain records of training provided to new employees. Records will
be maintained electronically in EPCOR’s Oracle application known as “My EPCOR” under
the heading “My EPCOR Learning”.
EPCOR Owner and EPCOR RRP employees will be provided EPCOR Compliance Plan
awareness training annually, and each employee must acknowledge electronically where
available, or in writing, that he or she agrees to abide by the requirements of the EPCOR
Compliance Plan.
EPCOR will maintain records of the date that EPCOR Owner and EPCOR PPR
employees receive EPCOR Compliance Plan training. Records will be maintained
electronically in EPCOR’s Oracle application known as “My EPCOR” under the heading
“My EPCOR Learning”.
2.1.3
EPCOR Employee Information Tools
EPCOR will develop and maintain information for employees, agents and contractors on its
internal website to inform employees, agents and contractors of proper conduct regarding tying,
advertising requirements, conduct prohibitions for providers of regulated electricity services,
impartial delivery of wire services, and access limitations to written communications.
2.1.4
Accountability and EPCOR’s Ethics Policy
EPCOR employees, agents and contractors are at all times subject to the EPCOR Ethics Policy.
Each employee at the commencement of his or her employment must review the Ethics Policy
attached as Appendix C and sign an acknowledgement indicating his or her understanding of
EPCOR’s Ethics Policy and agreement to be bound by the Ethics Policy as a condition of his or
her employment. Each employee must also execute a form Confidentiality Agreement attached
hereto as Appendix D prior to the commencement of employment. EPCOR employees are
required to certify their review and compliance with the Ethics Policy every two years. All
employees are required to report violations of the Ethics Policy, questionable ethics practices or
misconduct by any employee, contractor or consultant by the methods described within the Ethics
Policy. Any EPCOR employee found to have engaged in unethical behaviour will be subject to
discipline, up to and including suspension without pay, immediate termination and/or prosecution.
2.2
Equality of Treatment for Customers
2.2.1
Tying Prohibited
EPCOR will not require or induce Customers to purchase any goods or services from any Retailer
by making or appearing to make the provision of any Regulated Electricity Services provided by
EPCOR conditional on the purchase of the goods or services of a Retailer. All advertising or
marketing of Retail Electricity Services will be conducted in accordance with the methods set out
in Section 2.2.4. EPCOR will ensure all communications with customers in writing, by telephone,
or in any electronic means, for sales and marketing purposes of electricity services will
prominently include the Fair Competition Statement. EPCOR will respond to customers who
request advice or assistance that is related to the sales or marketing of Retail Electricity Services
in accordance with the methods set out in Section 2.5.2.
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2.2.2
Transfer of Customers
EPCOR will not, without the consent of a Customer or the appropriate documentation from a
Retailer, initiate a transfer of the Customer to a Retailer or to a Retail Electricity Services tariff.
This section does not in any way restrict or limit EPCOR Owner’s or EPCOR RRP’s ability to
transfer a Customer in a manner contemplated or permitted by the Act or regulations under the
Act (for example, to allow a Customer to receive RRO services or Default Supply services, in
permitted circumstances). All conduct relating to the transfer of Customers must comply with the
methods set out in Section 2.3.
2.2.3
Representations
EPCOR will not represent or act in a manner that would encourage Customers to believe that:
(a)
Customers of any Retailers will receive preferential treatment to EPCOR Owner services;
or
(b)
any Retailer receives treatment from EPCOR Owner that is different from the treatment
that any other Retailer receives from EPCOR Owner.
2.2.4
Advertising
In any circumstance where the EPCOR logo is used by EPCOR in a way that markets or
reasonably presents Retail Electricity Services to Customers, or the full name of a particular entity
in EPCOR is not used so as to identify the entity as an independent legal entity, such use will
include the Fair Competition Statement:
You can choose any retailer listed at ucahelps.alberta.ca or at 310-4822.
The electricity or gas that is delivered to your home, business or other
location is not affected by your choice of retailer.
Prior to distribution, all material marketing Retail Electricity Services must be reviewed to ensure
compliance with the Conduct Regulation, by the Compliance Officer and the Conduct Leaders for
EPCOR RRP and EPCOR Owner.
EPCOR’s Public & Government Affairs department will provide a monthly report to the
Compliance Officer and Conduct Leaders including examples of all material marketing Retail
Electricity Services issued in the prior month including:
(a)
a description to how those materials were issued; and
(b)
confirming there are no known instances of the use of the EPCOR logo for the purpose of
sales and marketing Retail Electricity Services and Regulated Electricity Services without
the use of the Fair Competition Statement.
2.2.5
Meetings by EPCOR Owner with Retailers and Customers
EPCOR Owner will make reasonable efforts to be equally available to all Retailers for joint
meetings with the Retailer and the Retailer’s Customers. Instructions to arrange a meeting will be
available on the EPCOR website www.epcor.com in the “EPCOR Distribution & Transmission Inc.
Retailer Handbook”. EPCOR Owner will maintain a record of all meetings held, including
minutes.
2.3
Confidentiality of Customer Information
2.3.1
Confidentiality Commitment
EPCOR is committed to the protection of Customer Information in accordance with the Conduct
Regulation and Alberta’s Personal Information Protection Act. EPCOR has established the
following standards to protect the confidentiality of Customer Information:
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(a)
(b)
2.3.2
EPCOR Privacy Policy — All EPCOR services are at all times provided subject to the
EPCOR Privacy Policy and the Personal Information Protection Act. EPCOR will provide
the MSA with a copy of the EPCOR Privacy Policy and will inform the MSA of any
amendment to such policy within 60 days of the effective date of such amendment.
Contractor Awareness and Obligation — EPCOR’s contracts with its agents and
contractors will include provisions designed to maintain confidentiality of Customer
Information, and expressly require the agents and contractors to observe and uphold all
EPCOR policies, including the EPCOR Compliance Plan
Disclosure of Customer Information with Consent
No officer, employee, contractor or agent of EPCOR may disclose Customer Information without
consent of the Customer unless:
(a)
the information is aggregated Customer Information described in Section 2.3.8 of the
EPCOR Compliance Plan;
(b)
the disclosure is to a Default Supplier appointed by EPCOR Owner;
(c)
the disclosure is solely for the purpose of preventing interruption of Electricity Services;
(d)
the disclosure is to the following specified persons or for any of the following purposes:
(i)
the disclosure is to the Customer's Retailer;
(ii)
the disclosure is to a person authorized by EPCOR Owner that provides electricity
services to eligible customers in EPCOR Owner’s service area under a regulated
rate tariff;
(iii)
for the purpose of an audit under Part 4 of the Conduct Regulation;
(iv)
for the purpose of a court proceeding or a proceeding before a quasi-judicial body
to which the Customer is a party;
(v)
for the purpose of complying with a subpoena, warrant or order issued or made by
a court, person or body having jurisdiction to require or compel the production of
information or with a rule of court that relates to the production of information;
(vi)
to a peace officer for the purpose of investigating an offence if the disclosure is not
contrary to the express request of the Customer*;
(vii)
if required by law or by an order of a government agency having jurisdiction over
EPCOR;
(viii) if required by the MSA or person authorized by the MSA;
(ix)
for the purpose of billing Customers;
(e)
required by the MSA or the AUC or any person authorized by the MSA or the AUC;
(x)
for the purpose of billing Customers;
(xi)
for the purpose of collecting a Customer's unpaid bill.
* Customers must notify EPCOR Owner, EPCOR RRP, or Encor in writing if they wish to invoke
the provisions of Section 2.3.2(d)(vi) to withhold the disclosure of Customer Information to a
peace officer. Customer requests to modify consent to disclosure of Customer Information will be
recorded in the Customer’s records.
2.3.3
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Basic Requirements of Customer Consent
A consent by a Customer has no effect unless the consent:
(a)
itemizes the Customer Information that is authorized to be disclosed;
(b)
states the period of time that the consent is in effect; and
(c)
states which specific Retailer(s) or agent(s) the Customer Information may be released to.
2.3.4
Disclosure of Customer Information by EPCOR RRP
A Customer Consent form attached hereto as Appendix “E” will be available on the EPCOR
website www.epcor.com or will be mailed to Customers upon request. Completed Customer
Consent forms will be reviewed by the EPCOR designated Privacy Officer who may delegate the
responsibility of providing the response to EPCOR RRP. All requests and responses will be
recorded in the Customer records maintained by EPCOR RRP.
2.3.5
Disclosure of Customer Information by EPCOR Owner
EPCOR Owner will not disclose Customer Information to any Retailer without the prior written
consent of the person that is the subject of the information, unless an “EPCOR Distribution &
Transmission (EPCOR) 3rd Party Consent Form” attached hereto as Appendix “F” (the “Required
Consent”) is received, the Retailer has filed a Representation and Warranty Document pursuant
to AUC Rule 10, or an exemption is otherwise granted by the AUC or the MSA, as the case may
be. The form of Required Consent and the Representation and Warranty Document will be
available on EPCOR website www.epcor.com. All requests will be managed by EPCOR Owner
Wholesale Energy group who will be responsible for responding to all such requests and will
retain all records of all requests and disclosures for audit purposes.
2.3.6
Disclosure to Two or More Retailers
If a Customer consents in writing to Customer Information being disclosed by EPCOR Owner or
EPCOR RRP to two or more Retailers during the period allowed by section 2.3.7, and before
EPCOR Owner or EPCOR RRP has disclosed the information, then, EPCOR Owner or EPCOR
RRP will disclose the same information to all such Retailers, at the same time and in the same
manner. All requests and responses will be recorded in the Customer records.
2.3.7
Historical Electric Energy Consumption
When a Customer gives the Required Consent for disclosure of Customer Information to a
Retailer, EPCOR Owner or EPCOR RRP shall (where applicable):
(a) disclose Customer Information, other than Historical Information, to the Retailer within 2
business days;
(b) disclose Historical Information to the Retailer within 3 elapsed business days following
receipt of request.
“Historical Information” means historical energy consumption particulars for a Customer (i) for the
425-day period preceding the date of the request, or (ii) if such information has not been collected
for a 425-day period, for any period preceding the date of the request for which that information
has been collected. When a Required Consent has been given by a Customer, EPCOR Owner
or EPCOR RRP will not inform any other person that Customer Information has been requested
or disclosed. All requests and responses will be recorded in the Customer records.
2.3.8
Aggregated Customer Information
The Conduct Leader of EPCOR Owner and EPCOR RRP will maintain a record of all instances
where aggregated Customer Information is made available pursuant to section 2.3.9, such list to
record the date of disclosure and to confirm that the requirements of section 2.3.9 are satisfied.
EPCOR Owner and EPCOR RRP will make available to the auditors all such records and any
notices issued pursuant to section 2.3.9.
2.3.9
Fair Disclosure by EPCOR Owner or EPCOR RRP of Aggregated Customer Information
EPCOR Owner or EPCOR RRP will not make available to any Retailer aggregated Customer
Information for sales and marketing purposes unless authorized in writing by the Conduct Leader
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for EPCOR Owner or EPCOR RRP prior to disclosure. The Conduct Leader for EPCOR Owner
or EPCOR RRP may authorize disclosure of aggregated Customer Information to a Retailer for
sales and marketing purposes, at not more than its cost to do so, if:
(a)
the aggregation service is available to all Retailers under the same terms and conditions;
(b)
Customer Information has been aggregated to such a degree that the information of an
individual Customer or Retailer cannot be readily identified; and
(c)
at least 24 hours before aggregated Customer Information is made available to a Retailer,
EPCOR Owner or EPCOR RRP places on its website a notice containing a clear
description of the information and the cost of obtaining the information, and will maintain
the notice on its website for at least 30 days.
For greater certainty, aggregated Customer Information that is provided in the ordinary course of
business for the purpose of providing service to established Customers is not subject to this
section. This section is limited to dealing with aggregated Customer Information used directly as
the basis for sales and marketing activity.
2.4
Equality of Treatment of Retailers
2.4.1
Equal Treatment
EPCOR Owner will not:
(a)
provide information about Retail Electricity Services in a manner that encourages a
Customer to contact one Retailer in preference to other Retailers;
(b)
solicit business on behalf of any Retailer;
(c)
give the appearance that it speaks on behalf of any Retailer or that any Retailer speaks on
its behalf in relation to the sales and marketing of Retail Electricity Services; or
(d)
provide Customers with advice or assistance with regard to a Retailer or information about
Retail Electricity Services, unless the information is preceded with a reading of the Fair
Competition Statement as described in Section 2.5.2.
The EPCOR Owner Distribution Access Service Tariff and the Terms and Conditions for Service
will be available to all Retailers on the EPCOR website www.epcor.com
2.4.2
Equal Notice of Change
If EPCOR Owner intends to make changes to Regulated Electricity Services or to the terms and
conditions that apply to those services, EPCOR Owner will inform all Retailers of the intended
changes at the same time and in the same manner. Information concerning changes to the
Regulated Rate Tariff will be available through the regulatory process established by the AUC
and governed by the Regulated Rate Option Regulation.
2.5
Business Practices of Owners and Retailers
2.5.1
Conditions of Access to Written Communications with Customers
If EPCOR Owner or EPCOR RRP allows a Retailer access to written communications, including
billing envelopes, for the Retailer’s sales or marketing purposes, EPCOR Owner or EPCOR RRP
will ensure that the communication by the Retailer includes the Fair Competition Statement that is
sufficiently conspicuous to come to the attention of Customers. EPCOR Owner of EPCOR RRP
will use the methods set out in Section 2.2.4 to ensure compliance.
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2.5.2
Fair Handling of Retail Electricity Services Requests
If a Customer asks for information that is related to sales or marketing of Retail Electricity
Services, EPCOR Owner and EPCOR RRP employees, agents and contractors will provide the
Customer with the following Fair Competition Statement before providing any sales or marketing
information about Retail Electricity Services:
You can choose any retailer listed at ucahelps.alberta.ca or at 310-4822.
The electricity or gas that is delivered to your home, business or other
location is not affected by your choice of retailer.
EPCOR RRP will conduct monthly sampling of recorded inbound Customer telephone calls to
ensure appropriate use of the Fair Competition Statement. Failure to provide the Fair
Competition Statement when required may result in coaching, retraining or discipline of the
EPCOR employee. Violations will be reported to the Conduct Leader and will be included in the
quarterly compliance reports provided to the MSA.
2.5.3
Prohibitions on Website Access
EPCOR Owner or EPCOR RRP will not permit website users to access web pages relating to
Retail Electricity Services from web pages relating to EPCOR Owner or EPCOR RRP or vice
versa, unless the Fair Competition Statement is conspicuously displayed when one website is
accessed from the other.
Part 3 Relationship Between Owners and their Affiliated Retailers
3.1
Efficiency Without Unfair Competition
EPCOR may make arrangements to create cost efficiencies in operations between Affiliates, but
EPCOR Owner or EPCOR RRP will not knowingly create an unfair competitive advantage for
EPCOR RRP or Encor by the arrangements. EPCOR Owner and EPCOR RRP are at all times
governed by respective tariffs and Terms and Conditions of Service approved by the AUC
pursuant to the Act. EPCOR Owner and EPCOR RRP are also governed by the EPCOR Code
approved by the AUC in Decision 2004-010 and the EPCOR Inter-Affiliate Code of Conduct
Compliance Plan which “attempts to anticipate and adjust for the potential misalignment of
interest between shareholders and Utility customers occasioned by Affiliate interactions through
the establishment of parameters for transactions, information sharing and the sharing of services
and resources, while permitting economies of scale and operating efficiencies.
These parameters are intended to:
(a)
(b)
(c)
Page 12
prevent Utilities from cross subsidizing Affiliate activities;
protect confidential customer information collected in the course of providing Utility
services;
ensure Affiliates and their customers do not have preferential access to Utility
services; and
(d)
avoid uncompetitive practices between Utilities and their Affiliates, which may be
detrimental to the interests of Utility customers.”1
3.2
Preventing Unfair Competitive Advantage
3.2.1
Non-Disclosure of Customer Information for Marketing or Sales Purposes
EPCOR Owner and EPCOR RRP will ensure that Customer Information is not disclosed or made
available to any employee, agent or contractor of any Retailer for the purpose of sales and
marketing of Retail Electricity Services without the Required Consent of the Customer. EPCOR
Owner and EPCOR RRP will use the methods set out in Section 2.3 to ensure compliance.
3.2.2
Customer Information from Employees and Others
EPCOR will take reasonable steps to ensure that no disclosure occurs of Customer Information
from a current or former officer, employee, agent or contractor of an EPCOR Owner or EPCOR
RRP for sales and marketing purposes, except as permitted under this Plan or the Conduct
Regulation. For clarity, all employees shall be subject to employment terms that provide that they
will not disclose Customer Information for sales or marketing purposes, except as permitted by
the EPCOR Compliance Plan.
If an employee is transferred or assigned from a position with EPCOR Owner or EPCOR RRP to
another affiliate, such individual will not have access rights to Customer Information in his or her
new position, except as permitted by the EPCOR Compliance Plan. The direct manager of the
employee to be transferred shall complete a Technology Service Request form to terminate the
employee’s network access to Customer Information. A quarterly audit will be conducted to
ensure no unauthorized access exists to systems containing Customer Information.
The Conduct Leader for the applicable area will identify whether a transferred employee had
access to Customer Information in his or her previous position, and if so, will ensure that the
transferred employee signs a confidentiality agreement prior to the transfer taking place. The
Conduct Committee will review a list of all employees transferred from the EPCOR Owner or
EPCOR RRP on a quarterly basis.
3.2.3
Joint Acquisitions, Research and Dispositions
In any case where the EPCOR Owner, EPCOR RRP, and/or Encor:
(a)
jointly acquires or disposes (in any manner) of assets,
(b)
shares costs or expenses associated with research and development, or
(c)
invests in research and development funding research,
then EPCOR shall make all appropriate allocations and recordings to objectively reflect the actual
economic benefits or costs attributable to each party.
3.2.4
1
Goods and Services Transactions to be at Fair Market Value
Where an EPCOR entity transacts in any way (whether by sale, lease, trade, exchange, transfer
or by other means) any goods and services with the EPCOR Owner, EPCOR shall record the
transaction and ensure that the consideration for such transaction given and received by the
EPCOR entity (as the case may be) is Fair Market Value. If the value of the transaction for goods
EPCOR Group Inter-Affiliate Code of Conduct; EUB Decision 2004-010 (February 3, 2004) Section 1.1
Page 13
or service is regulated by a municipal, provincial or federal government or government agency,
the regulated value is to be considered the Fair Market Value.
3.2.5
Demonstrating Fair Market Value
EPCOR may use any reasonable method of demonstrating Fair Market Value and shall establish
evidence of Fair Market Value at the time the transaction occurs.
3.2.6
Financial Transactions
In any case where the EPCOR Owner provides financial assistance to the EPCOR RRP or Encor
(including providing a loan, guarantee, security or other financial assistance) the EPCOR entity
will not seek terms and conditions for such financial services more favourable than those the
EPCOR entity could obtain in the open market.
3.2.7
Allocation of Benefits and Costs by Regulated Rate Provider
The EPCOR RRP shall appropriately allocate and record the economic benefits or costs between
Retail Electricity Services and electricity services provided under a Regulated Rate Tariff in a
manner that is in accordance with the economic benefits or costs attributable to each service.
3.2.8
Access to Publicly Available Information
If information in EPCOR Owner’s or EPCOR RRP’s information system is available to the public,
EPCOR Owner and/or EPCOR RRP may give a retailer, including ENCOR, unrestricted access
to that information.
3.3
Separate Records and Accounts
3.3.1
Records and Accounts
EPCOR will keep records and accounts that are separate for EPCOR Owner, EPCOR RRP and
Encor, respectively, that:
(a)
are sufficient to enable an audit to be conducted under Part 5 of the Conduct Regulation;
(b)
subject to clause (c) or (d) if applicable, are in accordance with generally accepted
accounting principles;
(c)
for EPCOR Owner, comply with any guidelines or uniform system of record keeping or
accounting required by the AUC; and
(d)
for EPCOR RRP, are in accordance with any guidelines or uniform system of accounting
required by the AUC in its capacity as a Regulated Rate Provider.
3.3.2
Transaction Records
EPCOR will:
(a)
record in writing all financial transactions between EPCOR Owner EPCOR RRP and
Encor;
(b)
maintain a clear accounting record of all transactions for goods or services, or both,
between EPCOR Owner, EPCOR RRP and Encor (including sales, purchases, leases,
exchanges or other transactions of value), recording the value of the transaction
expressed in terms of money; and
(c)
for any transaction for goods or services, or both, between EPCOR Owner, EPCOR RRP
and Encor that exceeds a value of $500,000 annually, EPCOR will document such
transactions in Services Agreements, and maintain evidence of the Fair Market Value of
consideration under the agreement.
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3.3.3
Maintaining Records
EPCOR shall keep records, accounts, financial transactions, reports, plans and agreements
required by the Conduct Regulation and the EPCOR Compliance Plan, including relevant policies
and procedures for at least 6 years.
Part 4 Compliance Plans and Reports
4.1
Ongoing Obligation for Compliance Planning
EPCOR accepts an ongoing obligation to maintain an appropriate relationship between EPCOR Owner
and its Affiliated Retailers to ensure compliance with the Conduct Requirements. To ensure ongoing
compliance, entities in EPCOR will participate in the EPCOR Conduct Committee. EPCOR will ensure
that:
(a)
each of EPCOR Owner, EPCOR RRP, and Encor are represented in relation to matters
concerning compliance with the Conduct Requirements, and that roles and responsibilities are
defined;
(b)
the Conduct Committee meets quarterly and minutes of the meetings are recorded and kept by
the Compliance Officer;
(c)
auditors have sufficient access to officers, employees, agents and contractors, and information
systems to perform their obligations, failing which a clear method of resolving difficulties is
identified;
(d)
procedures are in place by which EPCOR will internally monitor the EPCOR Compliance Plan
and resolve any circumstances that are determined not to be in compliance with the Conduct
Regulation;
(e)
all employees, officers and directors of EPCOR are bound by the EPCOR Ethics Policy, which
incorporates the EPCOR Compliance Plan, and are required to report violations, questionable
ethics practices or misconduct by any employee, contractor or consultant; and
(f)
written procedures are in place and described in section 6.3 by which any complaint regarding
non-compliance with the EPCOR Compliance Plan will be handled and resolved and reported to
the MSA.
4.2
EPCOR Conduct Leader Accountabilities
Each of EPCOR Owner, EPCOR RRP, and Encor shall appoint a Conduct Leader to be a member of the
EPCOR Conduct Committee. The Conduct Leader will be accountable for the following:
(a)
development of the EPCOR Compliance Plan for review by the Conduct Committee and filing
with the MSA by EPCOR;
(b)
ensuring that Conduct Regulations and the provisions of the EPCOR Compliance Plan are
reasonably communicated to employees, agents and contractors of EPCOR, that a copy of the
EPCOR Compliance Plan is provided to Affiliated Retailers, and that a copy of the EPCOR
Compliance Plan is posted on the website maintained by EPCOR;
(c)
ensuring that the EPCOR Compliance Plan is kept current and is amended where operating
circumstances or regulatory provisions require changes to the EPCOR Compliance Plan;
(d)
ensuring that the provisions of the EPCOR Compliance Plan and the provisions of the Conduct
Regulations are carried out by EPCOR, and that adequate records are maintained to
demonstrate compliance by the entity that the Conduct Leader represents;
(e)
working with the EPCOR Compliance Officer to resolve any instances of non-compliance with the
Conduct Regulation or the EPCOR Compliance Plan;
Page 15
(f)
(g)
(h)
(i)
4.3
working with the EPCOR Compliance Officer so that any complaints of non-compliance that are
directed to EPCOR are acted upon and, where non-compliance is found, to resolve that noncompliance;
working with the EPCOR Compliance Officer so that all required reporting and audit requirements
of EPCOR are duly completed including performing an annual review and preparation of the
compliance reports provided by sections 4.5 and 4.6;
working with the EPCOR Compliance Officer to respond to any questions or queries that the MSA
may communicate directly to the Conduct Leader regarding the EPCOR Compliance Plan; and
providing advice, training and information to employees of the entity that the Conduct Leader
represents.
Changes to Compliance Plan
EPCOR will endeavour to keep the EPCOR Compliance Plan up to date as required by the Conduct
Regulation, as amended from time to time. In the event that EPCOR requires a change to the EPCOR
Compliance Plan, the EPCOR Compliance Officer will submit an amended EPCOR Compliance Plan to
the MSA for approval:
(a)
within 60 days following a change in circumstances that requires a change to the EPCOR
Compliance Plan; or
(b)
as soon as practicable when a change in the EPCOR Compliance Plan is made for a reason
other than a change in circumstances.
Upon approval by the MSA, the EPCOR Compliance Officer will ensure that EPCOR Owner and all
Affiliated Retailers receive a copy of the amended EPCOR Compliance Plan as soon as practical.
4.4
Quarterly Management Certificates
Designated EPCOR senior management will complete each quarter a Management Compliance
Certificate indicating inter alia that EPCOR Owner and EPCOR RRP have performed their respective
business activities in a manner that observes:
(a)
adherence to principles and practices of the Compliance Plan and with the Conduct
Regulation as applicable; and
(b)
reporting in accordance with section 4.5 of any identified or reported incidents of noncompliance with the Compliance Plan or the Conduct Regulation, as applicable.
All EPCOR senior management personnel must certify that they have taken all steps within their area of
responsibility and accountability that in their professional judgment are reasonably necessary and
prudent to inform their knowledge and belief and to ensure that adequate and accurate information
comes to their attention and is dealt with in a timely manner. All records of certification and disclosures
of non-compliances will be maintained by EPCOR’s Ethics Officer.
4.5
Quarterly Reports
The EPCOR Compliance Officer will in each quarter provide a compliance report for each of EPCOR
Owner, EPCOR RRP, and Encor to the Board of Directors of EPCOR, or persons authorized to exercise
the powers of those directors, and to the MSA describing:
(a)
any non-compliance with the Conduct Regulation or the EPCOR Compliance Plan that has been
identified;
(b)
the action taken to remedy the non-compliance; and
Page 16
(c)
any complaints of non-compliance with the Conduct Regulation or the EPCOR Compliance Plan,
and how the complaints have been dealt with.
4.6
Annual Reports for the MSA
The EPCOR Compliance Officer will, within 30 days following the end of each calendar year (or such
other date as the MSA may approve), provide to the MSA an annual compliance report for each of
EPCOR Owner, EPCOR RRP, and Encor approved by the Board of Directors of the applicable entity, or
persons authorized to exercise the powers of those directors providing the details of:
(a)
any non-compliance with the Conduct Regulation or the EPCOR Compliance Plan;
(b)
the action taken to remedy the non-compliance; and
(c)
any complaints of non-compliance with the Conduct Regulation or the EPCOR Compliance Plan,
and how the complaints have been dealt with.
4.7
Information about MSA
EPCOR Owner, EPCOR RRP, and Encor will ensure that reasonable notice is given to Customers about
how they may express concerns or complaints concerning EPCOR’s compliance with the Conduct
Requirements.
EPCOR Owner, EPCOR RRP and Encor will each at least annually ensure the following notice is given
to all Customers:
The Code of Conduct Regulation (A.R. 160/2003) governs aspects of Alberta’s retail electricity
market and is intended to create a level playing field for retailers, while at the same time ensuring
that Customers and Customer information are adequately protected. Any person that feels that
an EPCOR company has failed to conduct its business in accordance with the Code of Conduct
Regulation may submit a complaint to the Market Surveillance Administrator (the “MSA”), an
independent body created under the Alberta Utilities Commission Act. The MSA can be reached
by telephone at (403) 705-3181. For additional information about the MSA please visit their
website at www.albertamsa.ca.
Part 5 Compliance Audit
5.1
Code of Conduct Audit Requirement
EPCOR will meet the audit obligations of the Conduct Regulation, as directed by the MSA.
Part 6 Complaints, Exemptions and Exceptions
6.1
Resolution of Circumstances of Non Compliance
EPCOR will diligently participate in the investigation of complaints respecting its compliance with the
Conduct Regulation or EPCOR Compliance Plan, and will diligently act to resolve instances of noncompliance that may be identified.
6.2
Page 17
Complaints Contact
Any concern that an individual has with the conduct of any entity in EPCOR in relation to the Conduct
Regulation or the EPCOR Compliance Plan may address a confidential complaint (a “Conduct
Complaint”) to the EPCOR Compliance Officer for resolution. Contact information for the Compliance
Officer is:
E-mail:
Fax:
Mail:
6.3
[email protected]
(780) 441-7118
EPCOR Compliance Officer
2000 – 10423 101 Street NW
Edmonton, AB T5J 0E8
Phone: (780) 412-3721
Complaints in Writing
All Conduct Complaints should be made in writing, providing as much factual detail as possible, including
the name of the complainant, the date of the complaint, a brief description of the complaint, and a
description of any actions taken to resolve the issue prior to the filing of the Conduct complaint.
6.4
Complaints to the MSA
EPCOR provides Regulated Electricity Services subject to the provisions of the Conduct Regulation and
the EPCOR Compliance Plan. Any person that feels that any entity in EPCOR has failed to conduct its
business in accordance with the Conduct Regulation and/or the EPCOR Compliance Plan, may submit a
complaint to the MSA, an independent body created under the Alberta Utilities Commission Act. The
MSA can be reached by telephone at (403) 705-3181. For additional information about the MSA, please
visit the MSA website at “www.albertamsa.ca”.
6.5
Emergency Exceptions
EPCOR is obligated to comply with the provisions of the Conduct Regulation. In the event of any conflict
between the provisions of EPCOR Compliance Plan and the provisions of the Conduct Regulation, the
latter shall prevail (except for definitions), provided however that any action taken reasonably by an
EPCOR entity in response to an emergency that:
(a)
threatens public safety,
(b)
threatens the safety of EPCOR’s employees, agents or contractors,
(c)
threatens the physical integrity of EPCOR Owner's facilities, or
(d)
threatens system reliability
is not a contravention to the Conduct Regulation or the EPCOR Compliance Plan.
Page 18
This document is hereby adopted as the EPCOR Compliance Plan for each of EPCOR Distribution &
Transmission Inc., EPCOR Energy Alberta GP Inc., and 1772387 Alberta Limited Partnership the
___________ day of June, 2014.
EPCOR Distribution & Transmission Inc.
Per:_______________________________
Frank Mannarino
Senior Vice President, Electricity Services
Per:________________________________
Barbara Hahn
Conduct Leader
EPCOR Energy Alberta GP Inc.
Per:_______________________________
Don Gerke
Divisional Vice President, Energy Services
Per:________________________________
Melissa Gibson
Conduct Leader
1772387 Alberta Limited Partnership
Per:_______________________________
Amanda Rosychuk
Senior Vice President
EPCOR Utilities Inc.
Per:________________________________
Kathleen Zeissler,
Compliance Officer
Page 19
Per:________________________________
Chantelle Kuchma
Conduct Leader
APPENDIX A
PLAN DEFINITIONS
Capitalized words and phrases used in the EPCOR Compliance Plan shall have the meanings set out in the
EPCOR Compliance Plan and Appendix A to the EPCOR Compliance Plan (the “Plan Definitions”) and the Conduct
Regulation. In the event of any inconsistency between the Plan Definitions and the definitions in the Conduct
Regulation, the Plan Definitions will prevail for the purposes of interpreting the EPCOR Compliance Plan.
(a)
“Affiliate” means:
i)
an “affiliate” as defined in the Business Corporations Act, R.S.A. 2000, c. B-9;
ii)
a unit or division within the Utility or any Body Corporate referred to in clause (a)(i) above;
iii) a partnership, joint venture, or Person in which the Utility or any Body Corporate referred to
in clause (a)(i) above has a controlling interest or that is otherwise subject to the control of
the Utility or such Body Corporate;
iv) any partnership, joint venture, or Person deemed by the AUC to be an affiliate of the Utility
for the purposes of this Plan;
v)
an agent or other Person acting on behalf of any Body Corporate, operating division,
partnership, joint venture or Person referred to in clauses (a)(i) to (iv) above.
(b)
"Affiliated Retailer" has the meaning as defined in the Conduct Regulation;
(c)
"Auditor" has the meaning as defined in the Conduct Regulation;
(d)
"AUC" means the Alberta Utilities Commission established under the Alberta Utilities Commission
Act.;
(e)
“Compliance Officer” means the individual designated with responsibility for ensuring that
EPCOR Owner, EPCOR RRP, and Encor comply with the Conduct Requirements, including
investigating instances of alleged or actual non-compliance, monitoring the conduct of EPCOR
Owner, EPCOR RRP, and Encor, reporting to the Board of Directors of EPCOR Utilities Inc. and
to the MSA as required by the Conduct Requirements;
(f)
"Conduct Leader" means the individual designated with responsibility for compliance obligations
for EPCOR Owner, EPCOR RRP, and Encor and who is responsible to make the Compliance
Plan operational for the corporation for which the Conduct Leader has designated responsibility;
(g)
"Customer" means a person purchasing electricity for that person's own use;
(h)
"Customer Information" has the meaning as defined in the Conduct Regulation;
(i)
"Fair Competition Statement" means the following statement:
You can choose any retailer listed at ucahelps.alberta.ca or at 310-4822. The electricity
or gas that is delivered to your home, business or other location is not affected by your
choice of retailer.
(j)
Page 20
"Fair Market Value" means the price available in an open and unrestricted market between
informed and prudent parties, acting at arm's length and under no compulsion to act, expressed
in terms of money. If the value of the transaction for goods or services is regulated by a
municipal, provincial or federal government or government agency, the regulated value is to be
considered the fair market value. For clarity subject to any prior or contrary direction by the AUC,
Fair Market Value may be demonstrated by any method appropriate in the circumstances
including without limiting: competitive tendering, competitive quotes, bench-marking studies,
catalogue pricing, replacement cost comparisons or recent market transactions;
(k)
"Owner" has the meaning as defined in the Conduct Regulation;
(l)
"Provide" has the meaning as defined in the Conduct Regulation;
(m)
"Regulated Electricity Services" has the meaning as defined in the Conduct Regulation;
(n)
"Regulated Rate Provider" has the meaning as defined in the Conduct Regulation;
(o)
"Regulated Rate Tariff" has the meaning as defined in the Conduct Regulation;
(p)
"Retail Electricity Services" has the meaning as defined in the Conduct Regulation;
(q)
"Retailer" has the meaning as defined in the Conduct Regulation;
(r)
“Services Agreement” means an agreement entered into between a Utility and one or more
Affiliates for the provision of shared services or for profit services and shall provide for the
following matters as appropriate in the circumstances:
(i)
the type, quantity and quality of service;
(ii)
pricing, allocation or cost recovery provisions;
(iii)
confidentiality arrangements;
(iv)
the apportionment of risk;
(v)
dispute resolution provisions; and
(vi)
a representation by the Utility and each Affiliate party to the agreement that the agreement
complies with the EPCOR Code.
(s)
“Utility” means any body corporate or any unit or division thereof that provides a Utility Service
and falls within the definition of:
i) “electric utility” under the Electric Utilities Act, S.A. 2003, c. E-5.1;
ii) “gas utility” under the Gas Utilities Act, R.S.A. 2000, c. G-5;
iii) “public utility” under the Public Utilities Board Act, R.S.A. 2000, c. P-45;
iv) “regulated rate provider” under the Electric Utilities Act, S.A. 2003, c. E-5.1; or
v) “default supply provider” under the Gas Utilities Act, R.S.A. 2000, c. G-5.
(t)
“Utility Services” means a service the terms and conditions of which are regulated by the AUC,
and includes services for which an individual rate, joint rate, toll, fare, charge or schedule of them,
have been approved by the AUC.
Page 21
APPENDIX B
Code of Conduct and Compliance Plan Awareness
The EPCOR Utilities Inc. owned group of companies ("EPCOR"), are subject to conduct regulation by two
regulators. The Code of Conduct Regulation (AR 160/2003 the "Conduct Regulation") establishes rules governing
the behaviour of distribution wires owners and their affiliated retailers, designed to guide an open and fair
marketplace for the sale of retail electricity services. The EPCOR Inter-Affiliate Code of Conduct (the "AUC Code")
is an order of the Alberta Utilities Commission ("AUC") by Decision 2004-010 that ensures that regulated “Utility”
business does not cross-subsidize or unfairly support EPCOR’s non-regulated electricity business. The Conduct
Regulation and the AUC Code, collectively form the "Conduct Requirements" for EPCOR.
EPCOR has several companies directly subject to Conduct Requirements, being EPCOR Distribution &
Transmission Inc. ("EDTI"), and its affiliated retailers EPCOR Energy Alberta Limited Partnership by its general
partner EPCOR Energy Alberta Alberta GP Inc. (“EEA LPI”) and 1772387 Alberta Limited Partnership (“Encor”).
To ensure compliance with the Conduct Regulation, EPCOR has Compliance Plans that spell out their commitment
to proper handling of Customer Information, and all other Conduct Requirements.
While performing duties for EPCOR, employees will gain access to information, documentation and other business
ideas that are proprietary to EPCOR and in all respects confidential (all such information being collectively referred
to as “EPCOR Information”), including information about Customers ("Customer Information"). EPCOR relies upon
its employees, and trusts its employees to use Customer Information only in the manner provided for within
Compliance Plans, filed on behalf of EPCOR companies. I hereby agree to ensure that EPCOR Information is not
used in any manner that is harmful to EPCOR.
I hereby acknowledges and agree that I am employed in the performance of business activities using information
systems owned by EPCOR, and expressly agrees that the Compliance Plans contain ongoing obligations for
EPCOR that I have a duty to comply with, and in particular that Customer Information must not be shared with any
Employee, Agent or Contractor performing sales and marketing activities, without the written consent of the
Customer. Any violation of these requirements will result in disciplinary action and could result in dismissal.
I, (Print Name) ___________________________________________________________ have received the above
information and hereby understand that I must inform myself of the provisions of the Conduct Requirements, and
the applicable Compliance Plans, and at all times agree to observe and comply with the provisions of the Conduct
Requirements to the extent that it applies to my job.
Signed By: _______________________________
Page 22
Date: __________________________
APPENDIX C
Ethics Policy
EPCOR Utilities Inc.
Ethics Policy
APPLICATION
This Policy applies to all employees, officers and directors (all referred to as “Employees” in this Policy for
ease of reference) of EPCOR Utilities Inc. and its Canadian subsidiaries (“EPCOR”). EPCOR’s suppliers,
contractors and business partners are also expected to comply with the relevant sections of the Policy.
Any EPCOR Employee found to have violated this Policy is subject to discipline, including termination. The
requirements of this Policy apply regardless of the medium or forum used, including the use of social media.
POLICY REQUIREMENTS
Fundamental Principles
When conducting EPCOR business and operations, Employees are required to act ethically, honestly, fairly,
lawfully and with integrity with respect to one another and with respect to EPCOR’s customers, suppliers and
business contacts.
No Retaliation
EPCOR will not tolerate retaliation of any kind against any person who reports a potential violation, participates
in an ethics investigation or makes an ethics enquiry. Allegations of retaliation will be treated and investigated as
potential breaches of this policy.
Respectful Workplace
EPCOR is committed to maintaining a workplace that is respectful, that provides equal employment opportunities and
is free of inappropriate behavior, abuse, violence, discrimination and harassment. Employees must comply with
the requirements of EPCOR’s Respectful Workplace Policy.
Fraud, Inaccurate Accounting Practices and Bribery
Employees are prohibited from making false, artificial or misleading entries in the books, records and documents
of EPCOR. All periodic reports and core public documents filed by EPCOR must be in accordance with
EPCOR’s Disclosure and Insider Trading Policy and must be prepared on the basis of full, fair, accurate and
timely disclosure.
Employees are required to report any suspected wrongdoing relating to accounting, reporting, auditing,
accounting related activities or bribery including:
Page 23

Financial accounting malpractice, impropriety or fraud;

Failure to comply with legal reporting obligations;

Misrepresentation in the financial records or financial statements;

Suspected bribery of government or public officials;

Endorsement of improper financial activities by management, external auditors or internal auditors;

Improper business conduct affecting the outcome of financial transactions;

Departures from significant accounting and financial policies without explanation, disclosure or
authorization; or

Attempts to conceal any of the above.
Use of EPCOR Property and Resources
All Employees are responsible for appropriate use of EPCOR property and resources including EPCOR funds,
facilities, assets, technology, communication systems, materials, supplies, equipment, patents, inventions,
vehicles and tools. These resources are only to be used for EPCOR related purposes. Employees are expected to
not deliberately harm EPCOR’s brand or reputation.
Employees who misuse sick leave or steal time (not working while being paid to work) are in breach of this
Policy.
All information, data and intellectual property created in the course of EPCOR business activity is the exclusive
property of EPCOR and is considered confidential unless business practice requires disclosure. Employees must
not disclose EPCOR’s business strategies and plans, special methods of operation, technical innovations, or any
other information that may be of value to competitors of EPCOR.
Appropriate Use of Technology and Electronic Communications
EPCOR prohibits the use of EPCOR computer and other electronic resources to view, retrieve or send messages
or material that is inappropriate, sexually explicit, pornographic, abusive, hate-related, discriminatory, illegal, or
which is otherwise harmful to EPCOR’s reputation or brand. Excessive personal use of EPCOR electronic
resources is not permitted. Employees must comply with the requirements of EPCOR’s Acceptable Use Standard
and Corporate Information Security Policy.
EPCOR reserves the right to monitor access and contents of EPCOR’s computer systems, computers, electronic
storage devices, networks and mobile devices. Employees should not expect to have any right to privacy over
information and electronic data residing on these systems or devices.
Conflict of Interest
A conflict of interest arises in any situation in which an Employee’s obligations to serve the best interests of
EPCOR may be adversely affected by the Employee’s personal interests, including the interests of the
Page 24
Employee’s family members. Activities that could compromise the judgment or objectivity of an Employee in
their performance of their duties should be avoided.
If an Employee believes he or she may be have an actual or perceived conflict of interest, the Employee should
disclose the potential conflict to their manager or EPCOR’s Ethics Office before any decision or action is taken
that would lead to a conflict. The manager or the Ethics Office will determine whether an actual or perceived
conflict of interest exists and what actions, if any, should be taken. A perceived conflict of interest is a situation
that may leave a third party with the perception that the Employee is in a conflict of interest. The following is a
list of some specific examples of conflicts of interest:

Financial Interest – Employees and their families must not own or control, directly or indirectly, a
material financial interest of a supplier, contractor, competitor, or any other entity which does
business with EPCOR.

Corporate Opportunities – Employees must not take personal advantage of opportunities arising
from their employment with EPCOR, including obtaining discounts or rebates other than those
available through authorized EPCOR programs.

Outside Business Activities – Employees must not engage in any outside business or activity that is
detrimental to EPCOR. Employees may not participate in secondary employment if doing so
interferes with the Employee’s employment duties. Employees are prohibited from competing with
EPCOR.

Outside Directorships – Employees must not serve as a director, officer, partner, consultant or any
other role in unaffiliated profit-making organizations if that activity is detrimental to EPCOR.
Directorships by Employees (other than members of EPCOR’s Board of Directors) in such profitmaking, unaffiliated entities require the prior written consent of the Employee’s manager or the Ethics
Officer. Directorships by EPCOR officers and the Chief Executive Officer in profit-making,
unaffiliated entities require prior Board approval.

Gifts – Employees must be prudent when offering or accepting gifts to or from a person or entity with
which EPCOR does or seeks to do business. Employees may accept or give modest, non-monetary
gifts as long as acceptance would not be perceived as being in exchange for providing an advantage to
the person or entity providing the gift. Gifts include providing entertainment.

Personal and Family Relationships – Employees must not supervise directly or be in a position to
influence the career of someone with whom the Employee is engaged in a personal relationship or is a
member of the Employee’s family.

Customer and Supplier Relations - All customers, suppliers and independent contractors purchasing
or furnishing goods or services must be dealt with fairly. Decisions to hire a subcontractor or purchase
materials must be made on the basis of objective criteria and be consistent with EPCOR’s
Procurement Policy.
Good Faith Complaints
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All ethics complaints and enquiries must be made in good faith. Deliberately making false complaints or
providing false information will result in disciplinary action, including termination.
REPORTING VIOLATIONS and MAKING ENQUIRIES
All Employees are required, in a timely way, to report potential violations of this Policy. Complaints or
enquiries may be made anonymously. Potential ethics violations, complaints or enquiries may be directed to
any of the following contacts:
 Ethics Office via the confidential ethics phone line at 1-888-EPRITE1 (1-888-377-4831). This phone
line does not have call display.


Ethics email mailbox at [email protected].

EPCOR’s Ethics Officer, Teresa Crotty-Wong at 780-412-3799 or [email protected].

An EPCOR Human Resources Consultant. Refer to EPCOR’s intranet for contact
information.

EPCOR management. [Management who receive such complaints must follow the
reporting requirements of this Policy].
EPCOR’s President and Chief Executive Officer, David Stevens, at [email protected]

The Chair of EPCOR’s Audit Committee, Allister McPherson, at
[email protected]

External ethics legal counsel: Dentons Canada LLP to the attention of Robert Roth,
780-423-7228, [email protected], or Barry Zalmanowitz, 780-423-7344
[email protected].

Regardless of how complaints are received, allegations of financial impropriety and/or
fraud must be directed to the Director of Risk Assurance and Advisory Services, Sheila
Smigarowski at [email protected].
The Ethics Officer or a member of the Ethics Committee will notify the Chair of the Audit Committee within 48
hours of becoming aware of an alleged violation of this Policy involving fraud, accounting or financial reporting
impropriety in excess of $10,000, involving a member of EPCOR’s management at an S4 level or higher or a
Board member, or management override of a significant or material policy.
INVESTIGATIONS
Every effort will be made to conduct ethics investigations in confidence.
The Ethics Officer is responsible for investigating and will notify the Ethics Committee within 48 hours
of becoming aware of the following potential violations of this Policy:
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
fraud, accounting or financial reporting impropriety in excess of $10,000 (note that investigations
will be led by the Director of Risk Assurance and Advisory Services);

or management override of significant or material policy requirements;

a violation by EPCOR’s management at an S4 level or higher or by a Board Member; or

matters which could reasonably give rise to criminal, civil or administrative action against the
directors and officers of EPCOR, or would reasonably result in significant risk to EPCOR.
When a complaint is received, the Ethics Officer will not report, or will delay reporting, to some or all
members of the Ethics Committee if doing so could compromise the investigation.
The Director of EPCOR’s Risk, Assurance and Advisory Services is responsible for leading investigations
into any alleged fraud, accounting or financial impropriety. All other alleged violations of this Policy will be
investigated by Human Resources in the relevant Business Unit.
Investigations will be completed within 30 days of receiving the complaint, unless more time is required due
to the circumstances or complexity of the investigation.
Employees will be informed of allegations made against them and will be given an opportunity to respond to
the allegations. If no breach of this Policy is found to have taken place, no record of the complaint or
investigation will be placed on the Employee’s Human Resources file. Any Employee found to have
breached this Policy will receive written notice of the outcome of the investigation. A record of all violations
and discipline remain on the Employee’s Human Resources file for at least two years, provided the Employee
has received no further ethics-related discipline in that two year period (subject to EPCOR’s collective
agreements). Employees may ask their managers, HR Consultant or the Ethics Office to have records of
ethics violations removed from their HR files after the expiration of the two year period.
ETHICS GOVERNANCE
The Ethics Committee oversees EPCOR’s ethics program and is comprised of:

EPCOR’s President and CEO (Chair), SVP Corporate Services (Vice-Chair), General Counsel,
and SVP and Chief Financial Officer; and

appropriate representatives from the affected business units, as determined by the Ethics
Committee.
The Ethics Committee is supported and counseled by EPCOR’s Ethics Officer. The Ethics Officer will not be
disciplined, demoted or terminated without the prior knowledge of all members of the Ethics Committee and
the Chair of the Board of Directors.
A summary report of ethics enquiries, complaints and investigations of which the Ethics Office is aware will
be provided quarterly and annually to the Audit Committee of EPCOR’s Board of Directors.
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This Policy will be reviewed at least annually by the Ethics Officer and the Ethics Committee. Any
recommendations for change to this Policy must be approved by EPCOR’s Board of Directors. Any
substantive changes to this Policy must be communicated to Employees.
CERTIFICATION
All new Employees are required to certify that they have reviewed and understand the Policy and agree to be
bound by this Policy as a condition of their employment or appointment to the Board.
All existing Employees will be required to certify their review and compliance with the Policy every two
years.
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Ethics Policy Acknowledgement
I have received, reviewed and understand EPCOR’s Ethics Policy and agree to be bound by
this Policy as a condition of my employment.
Dated this ________________day of____________________________ , 20 ___ .
Name:
(please print)
Signature: _________________________________________________________
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APPENDIX D
Employee Confidentiality
I, _________________________ (“Employee”) hereby agrees to perform duties for EPCOR Utilities Inc., or
a company within the EPCOR group of companies (“EPCOR”) to the standard expected of all EPCOR
employees and described below.
While performing duties for EPCOR the Employee will gain access to information, documentation and other
business ideas pertaining to the business of EPCOR that are proprietary and in all respects confidential to
EPCOR (all such information being collectively referred to as “EPCOR Information”).
EPCOR's customers and business partners expect proper treatment of any and all information which they
provide to us. EPCOR needs this information to continue doing business. Employees are expected to refrain
from using corporate information for personal benefit or for the use and benefit of any other person or company.
EPCOR expects all employees to treat EPCOR Information with utmost respect and ensure that all EPCOR
Information regarding business practices and customers is held in utmost confidence.
As a fundamental term of employment at EPCOR the EMPLOYEE HEREBY AGREES AS FOLLOWS:
1. All EPCOR Information including without limitation:

Information pertaining to EPCOR's business affairs and strategic, financial, business unit, and all
other plans;

The content, nature, or existence of any telephone communication or data transmission;

Design processes;

Security procedures;

Stored computer data and all information pertaining to it;

Non-published telephone numbers;

Proprietary information;

Access codes; and

New or proposed corporate products until publicly announced shall remain the exclusive property of
EPCOR, shall be held in the strictest confidence by the Employee. EPCOR Information shall be used
only for EPCOR business, and shall not be used for any other purpose, or disclosed to any third party.
2.
No copies will be made or retained of any written EPCOR Information without the permission of EPCOR.
Employee shall, upon the request of EPCOR, immediately return all EPCOR Information and delete the
EPCOR Information from all retrieval systems and databases maintained by the Employee in which the
EPCOR Information and Materials are stored.
3.
Due to the valuable and proprietary nature of the EPCOR Information, the obligations of the Employee
herein shall apply for a period of 5 years after termination of the Employee’s employment with EPCOR.
4.
The Employee acknowledges that the unauthorized use or disclosure of EPCOR Information could cause
irreparable harm and significant injury to EPCOR, and that monetary compensation may not be a sufficient
remedy for any breach of this Agreement. Employee agrees that EPCOR will have the right to seek and
obtain specific performance and/or injunctive relief to enforce the obligations agreed to by the Employee
in this Agreement in addition to any other rights or remedies it may have.
This Agreement shall be governed by the laws of the province of Alberta. The courts of such Province shall
have exclusive jurisdiction to interpret and enforce this Agreement and to entertain applications for injunction
relief or specific performance
AGREED AND ACCEPTED,
Signed By: _______________________________________ Date: ________________________
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Appendix E
EPCOR Customer Information Consent
EPCOR is committed to protecting your personal information. For this reason, we require your consent prior to disclosing your
EPCOR account details to any third party. To ensure your request is processed efficiently, please provide the following information and
sign the authorization below (please print clearly).
EPCOR Account Number:
Account holder Name(s):
Individual(s) or organization(s) authorized to
receive information:
and/or
Energy Retailer(s) authorized to receive
information (please be specific):
Information you would like EPCOR to provide
(please be specific):
This consent is valid until (please specify date):
AUTHORIZATION
I/we, the undersigned, hereby authorize and direct EPCOR to release the information identified above to the party or parties
specified in this form. I/we acknowledge and agree that EPCOR has no control over, and shall bear no responsibility or liability
for, the actions of a third party with respect to personal information released by EPCOR in accordance with this consent form.
DATE:
Account holder #1
Name: Signature:
Account holder #2 Name:
(If applicable)
Signature:
PLEASE NOTE: Where there is more than one account holder, EPCOR may be unable to fully provide all information authorized by
this consent, unless all persons named on the account have signed this consent form.
Delivery instructions for release of personal information: Name of Individual, Organization or Company:
Mailing Address:
Phone Number:
Fax Number:
Email Address:
Please indicate how your personal information may be transmitted by EPCOR to third parties (check all that apply):
❏ Mail
2003/12/08
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❏ Ph one
❏ Fax
❏ E-mail
Date Request Received:________________________________________________
APPENDIX F
EPCOR Distribution and Transmission (EPCOR) 3rd Party Consent Form
EPCOR is committed to protecting personal information. We require your consent prior to disclosing your EPCOR energy
details to any third party. To ensure your request is processed efficiently, please provide the following information and sign the
authorization below. (Please print clearly and note all * fields are mandatory).
*SITE ID (S):
*Address:
*Primary Account Holder
Name(s):
*Individual(s) or
Organization(s) authorized to
receive information:
*Information you would like
i.e. Authorization to act on behalf of the owner in a meter dispute for the above
EPCOR to provide (please be
information and accept any costs associated as per EPCOR Distribution & Transmission
specific and include from and
Inc. approved Tariff.
to dates:
*This consent is valid until
(DD-MM-YYYY)
(max 1 year from date
received by EPCOR):
Delivery Instructions for release of site specific energy data:
*Name of Individual,
Organization or Company
*Contact Name:
*Mailing Address:
*Contact Phone Number:
*Email Address:
AUTHORIZATION
I/we, the undersigned, hereby authorize and direct EPCOR Distribution & Transmission Inc. to release the information
specified in this form. I/we acknowledge and agree that EPCOR has no control over, and shall bear no responsibility or
liability for, the actions of a third party with respect to personal information released by EPCOR in accordance with this
consent form.
*DATE:
/
/
(DD-MM-YYYY)
*Account Holder #1 Name:
*Signature:
*Account Holder #2 Name:
*Signature:
PLEASE NOTE: Where there is more than one account holder, EPCOR may be unable to fully provide all information
authorized by this consent, unless all persons named on the account have signed this consent form.
PLEASE RETURN THIS FORM TO:
Attention: Christine Harkness
email : [email protected]
Internal Only:
Date Received:
(DD-MM-YYYY)
Date Request Processed:
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APPENDIX G
Code of Conduct Complaints Procedure2
2
http://www.epcor.com/power/deregulation/code-of-conduct/Pages/regulators.aspx
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