Southwest Power Pool, Inc.

 Standards of Conduct

 

These Standards of Conduct (“Standards”) apply to all current Southwest Power Pool, Inc. (“SPP”) employees (“SPP Employees”). For purposes of these Standards, "Third Party" means an entity including its representatives, agents, and employees (i) that is an owner, operator or user of the bulk power system in the SPP region, as defined in the Delegation Agreement between the North American Electric Reliability Corporation and SPP; (ii) that is a Transmission Customer as defined in the SPP Open Access Transmission Tariff ("Tariff") or any other tariff that SPP  administers; or, (iii) for which SPP provides services under contract, including, but not limited to, tariff administration services; or (iv) that engages in purchases or sales of wholesale or retail electric energy  in the SPP Region.

 

As a Regional Transmission Organization, SPP is not subject to the Federal Energy Regulatory Commission’s (“FERC”) published standards of conduct set forth in 18 C.F.R. Part 358.  Instead, SPP Employees shall be subject to the standards set forth herein.

 

1.   No Involvement in Marketing

1.1       No SPP Employee shall have any involvement in the purchase or sale of electric energy at wholesale or retail except for the provision of services by SPP under the SPP Tariff or other tariff administered by SPP.

 

2.   Confidentiality of Information

2.1       SPP Employees shall treat all information supplied by a Third Party as confidential to the extent required by the Tariff, the SPP Membership Agreement or other governing document, and shall not disclose that information, unless the information is required to be placed on an Open Access Same-Time Information System (“OASIS”), or is otherwise explicitly approved for disclosure.

2.2       Notwithstanding the restrictions in Sections 2.1, SPP Employees may share confidential information obtained from a Third Party as expressly permitted by the Tariff, including, but not limited to (a) sharing the information with FERC when required by the Tariff, and (b) sharing the information with NERC or NERC Regional Entities where SPP determines such disclosure is required to enhance and/or maintain reliability within the SPP Region or neighboring regions or to comply with NERC Reliability Standards.  Before any such information is disclosed other than to FERC, the receiving party shall execute a written agreement to maintain the information as confidential and SPP shall make any required notification to the affected Third Party.

2.3       Only SPP Employees providing support to the Regional Entity function shall have access to confidential information associated with the Regional Entity function. Access to confidential Regional Entity information shall be limited to the information required to perform the specific support function. Confidential Regional Entity information shall be maintained as confidential by the SPP Employee providing support and shall not be shared with any SPP employees other than Regional Entity employees or SPP employees designated by Regional Entity employees to receive such information.

 

3.   Disclosure of Transmission System Information

3.1       SPP Employees may not disclose to any entity, its employees, representatives or agents, engaged in wholesale or retail purchases or sales of electric energy any information concerning the transmission system unless that information is (i) posted on the appropriate OASIS or Internet website or (ii) otherwise contemporaneously available to the general public without restriction.

3.2       SPP Employees shall not give preferential access to any other information concerning the transmission system to any Third Party.

3.3       Any disclosures of transmission system information not in compliance with Sections 3.1 and 3.2 shall be posted immediately on the appropriate OASIS or Internet website.

3.4       SPP Employees may disclose transmission information to appropriate other parties if required (a) to comply with NERC Reliability Standards, or (b) to maintain or restore operation of the transmission system or generating units, or that may affect the dispatch of generating units.

3.5       SPP Employees may discuss with a Third Party a specific request for transmission service submitted by such Third Party.  SPP Employees are not required to contemporaneously publicly disclose information provided in such discussions if the information relates solely to the Third Party’s specific request for transmission service.

 

4.   Access to Facilities

4.1       No employee, agent, or contractor engaged in wholesale or retail purchases or sales of electric energy shall have access to the SPP control center or backup control center except for educational tours. Such access must be approved in advance by an SPP Officer. Notification of such tours must be posted on the SPP OASIS.

 

5.   Implementation of Tariffs

5.1       SPP Employees must strictly enforce all provisions of the SPP Tariff or any other tariff administered by SPP, if the tariff provisions do not permit the use of discretion.

5.2       Where a provision of the SPP Tariff or any other tariff administered by SPP permits the use of discretion, SPP Employees shall exercise that discretion in a fair and impartial manner that treats all customers in a nondiscriminatory manner.

5.3       SPP Employees shall not give any undue preference to any person in implementing the SPP Tariff or any other tariff administered by SPP.

 

6.   Recordkeeping

6.1       SPP shall maintain records showing the transactions under the SPP Tariff or any other tariff administered by it for a period of five (5) years unless otherwise provided for in the tariff or by law or regulation. Records will be available for inspection by FERC. 

6.2       SPP shall maintain a written log detailing the circumstances and manner in which SPP Employees exercise permitted discretion under the terms of any tariff.  The information contained in this log is to be posted on the appropriate OASIS or Internet website within 24 hours of when an SPP Employee exercises discretion under the terms of any tariff.

 

7.   General Rules Governing SPP Employees

7.1       No SPP Employee may be an employee, director, consultant or contractor to any Third Party.

7.2       (a)  No SPP Employee shall have a financial interest in any Third Party.

(b)  No SPP Employee, or his/her immediate family members, may own securities[1] issued by any Third Party. For purposes of this section, “immediate family members” include: spouses; minor children; or any person for whom the Employee has power of attorney or guardianship rights.

(c)  If an SPP Employee owns such securities, he/she must dispose of them within four months of:

  (i)    the commencement of employment at SPP;

 (ii)    the time a new Third Party begins to conduct business with SPP; or

(iii)    the date of receipt of a gift or inheritance or other taking of legal control of those securities.

(d)  SPP Employees may indirectly own securities issued by a Third Party through a mutual fund or similar arrangement under which the SPP Employee does not control the purchase or sale of such securities, except for any fund or arrangement specifically targeted towards the electric industry or the electric utility industry, or any segments thereof.

(e)  SPP will maintain a listing of Third Party entities for Employees’ reference.

(f)  Exceptions to Section 7.2 may be considered on a case-by-case basis per the provisions of Section 9.5 of these Standards. 

7.3       SPP Employees shall not put themselves in a position in which their personal interests might conflict with SPP’s interests, SPP's ability to administer the SPP Tariff or any other tariff administered by SPP, or to perform its other obligations on a fair and impartial basis. A “conflict of interest” arises if an Employee is offered a gift by another party, where such gift is being made to influence the proposed recipient’s actions in their position with SPP, or where acceptance of the gift would reasonably create that impression. Non-cash nominal gifts and entertainment customarily provided in the ordinary course of business will generally not give rise to a conflict of interest. Nominal gifts are gifts or entertainment of any form with token or modest value that will not place SPP Employees under any real or perceived personal obligation to the donor. Should a conflict of interest arise, the SPP Employee is required to notify his/her supervisor and the Office of the General Counsel.

7.4       SPP Employees shall not personally accept any form of cash from other parties, or current and potential members, vendors and customers; or from any persons or entities with which SPP does or might do business.

7.5       SPP Employees shall not use company resources, including work time, SPP’s email, or its facilities, to support a political campaign. Endorsements or work on a political campaign in a person’s capacity as an SPP Employee is strictly prohibited.

 

8.   Relationships with Other Parties

8.1       Any payments made by SPP to another party, including members, vendors and customers, must be made only for identifiable, business-related purposes in relation to services or products that were provided to SPP. Payments must be reasonable and in relation to the services or products provided and must be provided in accordance with SPP policies and procedures.

8.2       Employees are not permitted to give, offer or promise payments or gifts to another party with the intent to improperly influence (or which may appear to improperly influence) the party or to place such party under obligation to the employee or SPP.

 

9.   Implementation and Enforcement

9.1       SPP will inform and train SPP Employees with regard to these Standards of Conduct.

9.2       SPP will require that each SPP Employee receive training and execute the Standards of Conduct within 30 days of his/her employment and annually thereafter.

9.3       All Employees must follow these Standards and are obligated to report, in a timely fashion, any possible violations they may witness or of which they become aware. Reporting a violation demonstrates a sense of responsibility and fairness to fellow Employees, Third Parties, contractors, vendors and other parties with which the company engages. Reporting violations in good faith will not subject an Employee to reprisal or retaliation. If an Employee believes he/she or another Employee may have violated the Standards of Conduct, it is the Employee’s responsibility to immediately report the violation to his/her supervisor and/or the Office of General Counsel. Reports and inquiries will be handled confidentially to the greatest extent possible.

9.4       Any Employee failing to comply with these standards may be subject to disciplinary action, which may include reprimand, suspension without pay, limitation in the scope of responsibilities, monetary fines, termination of employment, or other action determined appropriate by SPP.

Violations of these Standards of Conduct include but are not limited to:

a)      Actions that directly violate these Standards

b)      Requesting another employee to violate these Standards

c)      Failure to promptly report a known or suspected violation of these Standards

d)     Failure to cooperate in an SPP investigation of possible violations of these Standards

e)      Retaliation against another employee for reporting a violation or ethical concern

9.5       Only the SPP Board of Directors may authorize a waiver of these Standards for officers, and any such waiver must be promptly disclosed to the SPP Membership. Only the Office of General Counsel, in consultation with the President/Chief Executive Officer, may authorize a waiver of these Standards for other SPP Employees.


[1] Securities include any equity or debt instruments issued by an entity, as well as any derivative instruments whose value is derived based on the value of any equity or debt instrument issued by an entity (e.g. option contracts).