It is the policy of the Board of Directors of South Jersey Industries and all of its subsidiary companies to require its directors to devote their loyalties to the interest of the Company and to keep themselves free of any influences that might conflict or create an appearance or perception of conflict with their obligations to represent the best interests of the Company at all times.
2.
Responsibility & Penalties
for Non-Compliance
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It is the responsibility of every director of the Company to understand and comply with this policy. Appropriate action will be taken against any director who violates and/or condones any violation of this policy. It is the responsibility of the entire Board to ensure that the directors are in compliance. The Corporate Secretary and Corporate Counsel Department is responsible for the overall administration of this policy and for policy interpretation.
3.
Specific Areas of Policy Statement
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Procurement
Activities
The highest standards of personal conduct and business ethics are required of each person directly involved in procurement activities, as well as those who are in a position to influence procurement decisions or relationships. In the procurement of equipment, supplies and services, no supplier may be given improper information, preference or advantage over others.
Conflict
of Interest
No Company director shall engage in business transactions or professional activity
or have a financial or other private interest, which
is in conflict with the proper discharge of his/her
position. A conflict of interest arises when a personal
dealing or interest conflicts with the Company's interests.
Antitrust
- Competition
All directors must comply with antitrust and competition laws throughout the
world. These laws protect the free enterprise system
and encourage vigorous, but fair, competition. All
product and service development, manufacturing and
sales efforts must conform to the highest ethical standards.
Engaging in or conspiring to do any of the following
is strictly forbidden:
- price
fixing, bid rigging, colluding to allocate customers
or markets, boycotting suppliers or customers;
- controlling
the resale pricing of distributors and dealers;
- disparaging
a competitor, misrepresenting our own products or
services;
- stealing
trade secrets;
- offering
or paying bribes or kickbacks
All mergers,
acquisitions, strategic alliances, and other types
of extraordinary business combinations which raise
concerns of market domination or abuse, should receive
timely legal review to assure that we compete aggressively
but not unlawfully. The same is true as to the Company’s routine business and licensing plans.
Antitrust
laws are vigorously enforced. Failure to comply with
antitrust or competition laws could result in heavy
fines and imprisonment in criminal cases, and high
damage awards and injunctions in civil cases. Directors
should seek the advise of the Office of Corporate Secretary
and Corporate Counsel when confronted with business
decisions involving significant risks of antitrust
exposure for the Company or individual employees.
Company
Information
Company information may take many forms - physical records, electronic data or
personal knowledge - and can include financial, technical,
strategic and other records of a confidential or proprietary
nature. Such information is a valuable corporate asset
that must never be used for personal gain or given
to others for their use. Disclosure of such proprietary
information by any director is strictly prohibited,
unless there is an identified and valid business need,
where executive authorization has been properly secured
in writing.
Company Property and Funds
Every director is responsible for safeguarding Company property and funds to prevent their abuse, unauthorized personal use, loss or theft. Company property includes facilities, equipment, supplies, tools, vehicles, funds, telephone and computer lines and services and other assets that are intended for conducting the Company's business.
Legislative
and Regulatory Compliance
All businesses, and public utilities in particular, are subject to many federal,
state and local laws and regulations. All directors
shall uphold the Constitution, laws and applicable
regulations of the United States and of all governments
therein and agencies thereof, and never wittingly be
a party to their evasion.
Acceptance
or Solicitation of Things of Value
Business decisions must be made objectively; solely on the basis of quality,
service, price and similar competitive factors.
Gifts
other than those of a nominal value that are received
by a director should be returned to the donor, accompanied
with an explanation about this policy.
Meals
and other social events, the main purpose of which
is to establish and maintain necessary business relationships,
are considered legitimate business expenses. Directors
may also accept business meals and entertainment as
long as the business purpose is valid. Directors should
decline any offers of lavish business meals or entertainment,
or any offers that could be interpreted or appear
as having been offered with the intent of influencing
the employee’s business judgment.
Employment Practices
No Company director shall accept employment, engage in any business transaction or make any investment which will be detrimental to the Company or interfere in any manner whatsoever, with the discharge of his/her Board duties and responsibilities.
Employment
No director shall use their position to unduly influence
the process of hiring or promotion decision-making
process. The best qualified applicants will be referred,
considered and selected; the process shall be conducted
in an open and objective manner. In the areas of recruitment,
hiring, compensation, education, health, promotion
and training, the Company’s policies are nondiscriminatory, providing fair and equal opportunities.
Maintenance
of Accurate and Complete Records
Every director has the responsibility to maintain accurate and complete records.
No false, misleading or artificial entries may be made
on the Company’s books and records. No funds or assets may be maintained by the company for any illegal or improper purposes. All transactions must be fully and completely documented and recorded in the Company’s accounting records.
Discrimination
and Under Coercion
No director of the Company shall unfairly discriminate through the dispensing
of special privileges or favors, whether for remuneration
or not. No director shall utilize the authority vested
in him/her by virtue of his/her position with the Company,
to unduly coerce peers or subordinates to provide favors
or privileges, personal or financial, under fear of
retribution or disparate treatment.
Affiliate
Relationships (South Jersey Gas)
The New Jersey Board of Public Utilities has adopted standards in evaluating
affiliate relationships, which provide for both fair
competition as well as a “no harm to ratepayers” standard. Additionally, federal antitrust laws prohibit practices which restrict fair market competition. Accordingly, SJG's affiliate relationships have been structured to ensure that (1) our transactions are in compliance with applicable laws, (2) that our ratepayers are not subsidizing non-regulated operations, and (3) that procurement practices and procedures are open, unbiased and at arms length. Directors must be aware of state and federal laws and regulations governing affiliate relationships.
Policies
and Procedures
All Company directors are required to understand, endorse and support Company
policies and procedures, including this code of ethics
and the standards it prescribes, and never wittingly
be party to their evasion.
Insider
Trading
The Company has a long-standing commitment to comply with all securities laws
and regulations. U.S. securities laws, which apply
to the Company worldwide, prohibit persons from trading
in the securities of a company on the basis of material
non-public information. Material non-public information
is any information concerning a company’s business, prospects, securities, or market which an investor might consider important in deciding whether to buy or sell the securities, or which could effect their market price. Examples of material information include: possible mergers, acquisitions or divestitures; actual or estimated financial results or changes in dividends; purchases and sales of investments in companies; obtaining or losing significant contracts; significant discoveries or product developments; threatened major litigation or developments in such matters; and major changes in business strategies. In all cases, do not buy or sell Company securities until you have obtained pre-clearance from the Corporate Secretary and Corporate Counsel Office.
Two simple
rules can help protect you in this area. (1) Don’t use material non-public information for personal gain; (2) don’t
pass along such information to someone else who has no need to know.
Direct
any questions to the Office of Corporate Secretary
and Corporate Counsel.
Here are some general guidelines to help directors better understand what the Company believes to be in the best interests of our employees, customers, shareholders, community and those with whom we do business.
Answering the following questions may
also help you handle specific situations:
- Could this action appear “inappropriate” to
others ?
- Will my action comply with the intent
and purpose of Company policies and practices?
- May I be called upon to defend my action
to other directors, executives, employees and the
general public?
- Will this action compromise me?
- Can I feel comfortable about doing
this?
If you are unsure about whether or not
to act, consult with your supervisor or contact the Corporate
Secretary and Corporate Counsel Department for clarification.
5.
Reporting of Violations
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Directors who have knowledge of or suspect a violation of this Code of Ethics must report this information to the Chairman and CEO or the Corporate Secretary and Corporate Counsel. If the Chairman and CEO is the subject of the suspected violation, the director should contact outside counsel, Patrick O’Connor of Cozen & O’Connor. Directors have an obligation to come forward and should feel comfortable in coming forward to address any issue that they believe is a violation of this policy.
The Company or the appropriate Board of
Director committee shall conduct an investigation into
the alleged violation and all information will be maintained
in a confidential manner. The Nominating and Governance
Committee is responsible for investigating conflicts
of interest regarding directors and senior executives.
The Audit Committee is responsible for suspected violations
regarding fraud, theft or similar conduct or misrepresentation
of the Company’s financial statements and accounts. Once the investigation is complete, the Corporate Secretary and Corporate Counsel Department will inform the director of the results of the investigation.
During the investigation of a suspected
violation, directors are required to cooperate in the
investigation. Specifically, the following conduct is
strictly prohibited:
- Interfering with or obstructing an investigation
- Misrepresenting the facts, or failing
to disclose facts during an investigation
- Retaliating, or attempting to retaliate,
against an employee who has made a good faith report
of a suspected or known violation
- Attempting to discover the identity of
any person cooperating in the investigation
All Directors
