See Code of Conduct for National Energy Board Employees [HTML]

1. As an employee of the Board, how would I be expected to conduct myself?

The Board has a long-standing reputation for fair, objective and respected decisions. Employees play an important part in upholding that reputation. As a result, we each must carry out our day-to-day activities in a manner that:

• recognizes the values of the Board;
• enhances public perception of the Board; and
• withstands the closest public scrutiny.

There are many things we can do each day to honour this responsibility, including:

• building honest, professional and respectful relationships with co-workers;
• maintaining the confidentiality of any matter before the Board;
• handling all applications and requests objectively and impartially;
• respecting and supporting Board decisions; and
• avoiding conflicts of interest.

The NEB Code of Conduct Policy provides further details.

2. Why is it necessary to avoid conflicts of interest?

Employees are the Board's 'face' to the general public. It is important that the actions of all employees withstand public scrutiny so that the Board continues to be seen as impartial and fair.

3. How would the Board determine if I have a conflict of interest?

When you are hired, you will need to complete a report that details all of your assets and holdings and also any activities that could present a conflict.

4. What are potential conflicts of interest and how would I be expected to handle potential conflicts?

The following activities could present a real, potential or apparent conflict of interest with the Board's activities:

• holding certain assets;
• gifts or hospitality;
• outside activities and employment; and
• post employment.

5. What type of assets must I declare?

You will need to declare all securities you own that are related, but not limited, to the following:

• shares, bonds or coupons of corporations or foreign governments;
• self-administered RRSPs and RESPs holding such securities where the shares are held directly and not through units in mutual funds;
• mutual funds that deal only in energy stocks;
• interests in partnerships, proprietorships, joint ventures, private companies and family businesses - in particular those that own or control shares of public companies or that do business with the government;
• real property that is not for the private use of yourself or your family members;
• commodities, futures or foreign currencies held or traded for speculative purposes;
• assets placed in trust or resulting from an estate of which you are a beneficiary;
• any other assets or liabilities that could cause a real, potential or apparent conflict of interest (of particular concern are assets or liabilities related to the energy industry).

6. What if my spouse owns energy stocks or any of the assets listed above?

Spouses are not required to comply with the NEB Code of Conduct.

7. What type of assets is it not necessary to declare?

It is not necessary to provide information about the following types of assets:

• residences, recreational property and farms used or intended for use by yourself or your family;
• household goods and personal effects;
• works of art, antiques and collectibles;
• automobiles and other personal means of transportation;
• cash and deposits;
• Canada Savings Bonds and other similar investments in securities of fixed value issued or guaranteed by any level of government in Canada or agencies of those governments;
• RRSPs and RESPs that are not self administered;
• investments in open-ended mutual funds;
• guaranteed investment certificates and similar financial instruments;
• annuities and life insurance policies;
• pension rights;
• money owed by a previous employer, client or partnership; and
• personal loans receivable from members of your immediate family and small personal loans receivable from other persons where you loaned the moneys receivable.

8. Can I develop or continue an involvement with a company that is in the business of producing, selling, buying, transmitting, exporting, importing or otherwise dealing in hydrocarbons or electricity?

Due to the nature of the work of the Board, employees are not to be engaged as an owner, shareholder, director, officer or partner or otherwise in such a business. As well, employees are not to hold any bond, debenture, strip bond, coupon or other security of a company engaged in such business.

9. Can I hold units in a Mutual Fund that consists entirely of companies in the energy sector?

If an employee were to hold a mutual fund that is 100% invested in the energy sector, it could create the perception that the employee has insider information. As a result, the Conflict of Interest Advisory Committee has determined that this type of fund should be declared.

10. Can I hold shares in a company that manufactures fuel cells, turbines or related types of items?

These types of holdings should be declared. The holding of securities in companies that manufacture products closely related to the hydrocarbon or electricity industry will have to be assessed on a case-by-case basis. Each company is unique and will have to be assessed as to whether or not they are also dealing in hydrocarbons or electricity as intended under s. 3(4) of the NEB Act in addition to manufacturing.

11. Can I sell or transfer my shares (which are a conflict of interest) to my spouse or other family member?

No, you must not sell or transfer assets to family members or others to circumvent the compliance measures.

12. Why the concern about outside activities?

Involvement in outside activities is permitted provided it is not likely to result in a real, potential or apparent conflict of interest.

Outside activities that could create a conflict include:

• using your position or association with the NEB to attract business;
• providing services or products to a regulated company or government; and/or
• providing services or advice on a matter that could come before the Board in the future.

The appearance that an employee has used their position at the NEB for gain in carrying out an outside activity can have a negative effect on the credibility and reputation of the NEB and of the employee.

13. What about confidentiality? Who will know about the information that I declare?

The information is retained in a separate confidential file and is not placed with your personnel records.

The information is available only to the Conflict of Interest Advisory Committee.

A Business Leader will only become involved if you give consent or in an emergency situation.

The information is protected under the Privacy Act.

14. Who is bound by this Code of Conduct?

Employees (including those seconded out of the NEB), term employees (including students) and people working at the Board as a result of secondments and interchange agreements are bound by this Code of Conduct.

15. What could happen if I didn't meet the Code of Conduct requirements?

An employee who does not comply with this Code is subject to discipline up to and including discharge.

16. Why was the Code of Conduct updated?

The Board has a strong Quality Management process in place in which all aspects of the Board's activities are examined and improved as needed. The update to the Code is part of the Board's ongoing Quality Management activities and provides clearer guidance in plain language.

17. What has changed since the last Code of Conduct Policy?

The following changes were made to the Code of Conduct Policy:

• The content was rewritten to use plain, easy to understand language and a positive tone. It is important that the message from the policy be clear and easily understood.
• The content was also reorganized to help with the readability. More headings were used so the information is grouped in shorter, easy to read pieces.
• Updates and clarification to the meeting requirements in Appendix II were included.
• The process employees follow if they do not agree with the COI Advisory Committee recommendation was included.
• Instead of defining specific individuals and their responsibilities, the revised code indicates the positions within the organization that have responsibility for the Code of Conduct matters.
• The revised Code includes the requirement to declare criminal or other convictions and charges that could affect your ability to do your job.

18. Why was the requirement for a Criminal Record declaration added to the Code of Conduct?

The declaration was added so that the NEB is aware of any situation where a criminal charge or conviction results in an employee being unable to do their job. This allows the employee and the NEB to work together to determine the best course of action, and to make necessary adjustments to support the employee whenever possible.

19. Why were these changes made?

Simply put, updating the Code of Conduct was the right thing to do. The Board felt it was important to modernize and make current a Code that has sometimes caused confusion. It was also felt that it was a good opportunity to ensure the Board's conduct requirements were in line with those of the Public Service Code.

20. How will I be affected?

First of all, you will be clearer on what is expected of you. You will also get the opportunity to reread the code and to sign a Conflict of Interest declaration.

By reading the policy and signing the declaration, you will have a chance to once again show that you understand and support the code.

21. Why is it necessary to sign another Conflict of Interest declaration?

The 2005 Code of Conduct Policy is quite a bit different from the 2002 Code. It is important that you take the opportunity to read the policy and to sign the declaration to show that you understand the expectations (including new requirements such as the Criminal Record Declaration) and you intend to conduct yourself in line with those requirements.

22. What if I signed a declaration just recently?

If you were recently hired and signed a Conflict of Interest declaration, you will still need to resign another declaration based on this revised Code of Conduct Policy.

23. Why is the Board so strict on employees holding assets of hydrocarbon and electricity companies?

As a result of the Board's regulatory mandate, there is a need for complete and total integrity. There should be no perception that employees have the ability to undertake insider trading or profit from information available to them. Any such appearance can have a negative effect on the credibility and reputation of the NEB and the employee.

24. Is it a conflict of interest to hold stocks or bonds (or other securities) in an American company that provides electricity within the U.S.? The NEB is not regulating this company.

The Committee has taken a broad approach to the interpretation of s. 3(4) of the NEB Act and s. 20 of the Code due to a number of factors. These factors include: the complexity of the Canadian economy; the increasingly open borders for trade; the inter-relationships within the oil and gas industry; the possible ramifications of transactions outside Canada; and the fact that companies merge and divest fairly frequently. As a result, the Board has determined that it is a real, potential or apparent conflict of interest to hold securities in any company that deals with hydrocarbons or electricity including foreign companies. These types of securities should be declared.

25. What is the concern about gifts, hospitality and other benefits?

Gifts, hospitality or other benefits that could appear to influence your judgment and performance of your duties are to be avoided. Any such appearance can have a negative effect on the credibility and reputation of you and the NEB.

If in doubt whether something is appropriate, consult with your Team Leader or Business Leader. If you and your Team/Business Leader have a doubt as to the appropriateness of the gift, consult the COI Advisory Committee.

Further information is contained in the document titled Gifts & Hospitality Guidelines April 2001.

26. What happens after I no longer work with the Board?

Your obligations under the Oath of Office and Secrecy do not end when your employment at the Board ends.

While working for the Board, you must ensure that you are not influenced in your duties and responsibilities by plans for, or offers of, outside employment. You must immediately disclose to your Team/Business Leader all firm offers of employment that could place you in a real, potential or apparent conflict of interest situation and any subsequent acceptance of such an offer.

For the first year after leaving the NEB, former employees must not represent another party before the Board by sitting as a witness, acting as counsel or as an official representative at hearings or meetings, or by signing correspondence to the Board. Any employee who becomes aware of such a situation must immediately advise their Team/Business Leader.

27. What is the role of the COI Advisory Committee?

The Committee reviews an employee's statements under the Code and, based on their assessment, makes a recommendation to the employee about any further action that may be required (e.g., divesting of assets).

Employees that do not agree with the recommendation of the COI Advisory Committee can approach the Chief Operating Officer for a final decision.

28. What is the role of the Chief Operating Officer?

The Chief Operating Officer makes the final decision if an employee disagrees with the recommendation of the COI Advisory Committee.

The Chief Operating Officer reviews all of the available information and makes a decision about whether or not there is a real, potential or perceived conflict of interest and advises the employee in writing.

If there is a conflict, the employee must comply under the terms of the Code.

The employee is advised in writing if it is determined that a conflict does not exist.

29. What is the role of the ExTeam?

The ExTeam (or Business Unit Leads) are responsible for making sure everyone in the Business Units is complying with the code. This means monitoring employee activities, taking steps to communicate the code requirements, and, where necessary, taking steps to address conflicts.

30. What is the responsibility of the Board Members?

Board Members are subject to their own Code of Conduct and have no role in determining the application of the Code of Conduct for NEB staff.

31. How do I know that a meeting or discussion I am having with a stakeholder is okay?

Follow the guidelines outlined in the Code of Conduct policy for discussions with stakeholders. If in doubt, talk to your Team/Business Unit Leader.

32. When are an agenda and meeting minutes required?

An agenda and minutes should be prepared for:

• pre-application meetings with stakeholders;
• meetings with stakeholders who are before the Board; and
• meetings with stakeholders on regulatory issues that are before the Board.

33. What should happen with meeting minutes?

All meeting minutes should be filed with Information, Records and Distribution.

34. When should Board Counsel be invited to attend meetings?

Board Counsel may be invited to attend any meeting and should be invited to attend a meeting where an agenda and meeting minutes are required.

35. What is a Confidential Report?

A Confidential Report is a form that you must complete to declare any assets that may pose a conflict of interest if you are an employee at the Board. The COI Advisory Committee will review this report and determine a course of action.

36. What are the requirements for placing an asset in trust?

If you are required to divest an asset and you choose to place it in trust, the trust must be set up so you do not have any power to manage the asset or make decisions about it. When an asset is proposed to be placed in trust, the COI Advisory Committee will review the arrangement and verify to the Chief Operating Officer whether the agreement is acceptable.

37. What happens if I cannot decline a gift, hospitality or benefit?

If you receive a gift, hospitality or benefit that you are unable to decline (e.g., it is delivered to you), inform your Team/Business Unit Leader. Your BUL may ask you to give the gift over to the Board or return it to the company or individual.