Orange & Rockland is
committed to conducting all dealings with its contractors, vendors and
other business associates in a fair, ethical and lawful manner. O&R
has established a comprehensive ethics program to support ethical business
conduct. Without exception, every employee of O&R is required to follow
the policies and practices set forth in the Standards of Business
This document is provided to help you and your associates understand the
principles detailed in the Standards. If a policy, procedure
or proper course of action is unclear, or if you see an O&R employee
or another contractor engaged in a potential violation of the Standards,
please contact the Ethics Office at 845-577-2943 or the Ethics HelpLine
Vincent H. Frankel, Director-Ethics
and Business Standards
Orange and Rockland Utilities, Inc.
One Blue Hill Plaza
Pearl River, NY 10965
In its ethics program, as with all other Company initiatives, Orange &
Rockland ("Orange & Rockland", "O&R" or "Company")
is guided by its core values of service, honesty, concern, courtesy, excellence
and teamwork. O&R expects its contractors, vendors and other business
associates (collectively "contractors") to support and adhere
to these values when conducting business with the Company.
Summarized below are several principles of business conduct that O&R
employees are required to follow in conducting day-to-day business. O&R
expects its contractors to act in a manner consistent with its Standards
of Business Conduct ("Standards") in their interactions with,
or on behalf of, the Company.
Complying with Laws and Regulations
O&R expects its employees and contractors to act in accordance with
all applicable laws, rules and regulations in each jurisdiction in which
the Company does business. In some instances, the requirements of the
Standards may be more stringent than applicable laws, rules and
regulations, and, in such cases, the requirements of the Standards will
O&R is fully committed to Equal Employment Opportunity for all employees
and applicants for employment.
Respecting Our Employees
Employees and contractors will not engage in discrimination or any form
of harassment, including sexual harassment, or tolerate anyone who does.
We will treat each other with respect and maintain a work environment
free from intimidation, coercion or offensive behavior.
O&R continually strives to improve its environmental performance.
In the event hazardous substances or materials are released, spilled,
or handled improperly by a contractor, timely and accurate reporting and
proper cleanup procedures will be followed.
Employees and contractors will not engage in conduct that is dangerous
or disruptive to employees, customers, vendors, other business partners
or members of the public. Employees and contractors are expected to maintain
safe working conditions and comply with safety standards, including, but
not limited to, the use of personal protective equipment, and immediately
report any potential safety or health hazards.
Safeguarding Our Workplace
The Company will comply with all requirements and procedures designed
to establish a secure workplace for employees, contractors, visitors and
guests. We will not bring weapons into the workplace, unless expressly
permitted to do so by Company policy. We will not violate Company policies
regarding the use of alcohol or chemical substances, nor smoke where prohibited.
All contractors must obtain and display a Company-issued badge or Visitor's
Pass while on Company property.
Conflicts of Interest
Conflicts of interest occur when an individual's personal interests impair
his or her ability to make objective and fair decisions. O&R employees
will be sensitive to even the appearance of favoritism, collusion or personal
gain in awarding or administering contracts for goods and services.
expects its employees and contractors to disclose all actual or potential
conflicts of interest related to their work at O&R .
Gifts and Entertainment
Neither employees of O&R nor members of their families or households
may accept or give gifts or benefits (other than inexpensive souvenirs
or minor promotional items) when such are offered on the basis of a current
or potential business relationship.
Employees are to be guided by good judgment and the highest ethical standards
when deciding whether to offer or accept invitations to business meals,
entertainment or other social events. Employees must decline any invitation
that they have reason to believe was extended to obtain special consideration
or concessions from the Company.
No employee or contractor performing
services on behalf of O&R may accept tips or gratuities.
O&R will conduct all of our dealings with our customers, vendors and other business
partners in a fair, honest, ethical and lawful manner. We will not take
advantage of anyone through anti-competitive actions, abuse of confidential
information or any other unfair practice. Employees and contractors may
never ask for any bribes or kickbacks from another contractor or supplier
in return for favorable treatment.
Accounting and Business Records
All Company records must accurately, completely and appropriately reflect transactions
and events and conform to applicable legal, regulatory, accounting requirements
and applicable control procedures. Employees, suppliers and contractors
are expected to accurately prepare all reports, vouchers, invoices and
Protection and Proper Use of Company Assets
Employees and contractors must protect property and assets of the Company
that are entrusted to them for their use, guarding such property and assets
against loss, theft or damage, and using them only for valid business
purposes that serve the Company's interest. O&R property includes,
but is not limited to, tools, materials, supplies, equipment, software,
trade secrets, credit cards and other confidential and proprietary Company
Use of O&R property or personnel for other than Company business purposes
requires prior written authorization.
Protection and Use of Confidential Information
Orange & Rockland employees routinely deal with information concerning
our Company's customers, shareholders, and employees, which we are obligated
To the extent that you, as a contractor of O&R, are entrusted
with, or obtain knowledge of, sensitive or confidential information, you
share a responsibility to prevent its misuse, theft or improper disclosure.
Particular care must be taken to protect information relating to security,
system layout and integrity, financial and operational data, customer
records and all non-public financial information.
Duplicating copyrighted material without proper permission
is a violation of copyright laws and is strictly prohibited.
Your responsibility to protect O&R's confidential information is an
obligation that continues after your assignment or contract ends.
Prohibition on Insider Trading
Employees and contractors may have access to Company information that
is not available to the general public and could influence an investor's
decision to buy, sell or hold Con Edison securities or those of other
companies. Use of "insider information" to trade in such securities
is illegal and unethical.
Use of Former Company Employees
The Contractor agrees not to utilize or otherwise permit any former employee of the Company, within five
years of their separation from the Company, to perform any
services relating to contracts with the Company. This
applies if such former employee was engaged or involved
in the solicitation, negotiation or administration of
any contract on behalf of the Company at any time during
the three-year period immediately preceding such former
employee's separation from the Company. For purposes of the preceding sentence, "administration
of any contract" shall mean engaging in any activity relating to the oversight or management of any
Company contract including, but not limited to, the review,
approval or payment of invoices relating to any such
contract. This includes the supervision of employees
engaged in these activities but not employees engaged
in purely clerical functions such as filing, data entry
or processing approved payments.