Acting with Integrity

Employee
Code of Conduct

Revised August 2013

CDT-1001M
PG&E Public Information
 Message from Tony Earley

Tony Earley

Whether it’s improving safety and reliability, delivering better service for our
customers, or earning back their trust and confidence, all of us at PG&E1
are working hard to ensure that our company is on a solid foundation for the
future. Strong performance is critical to our success, but just as important is
how we go about achieving results—with honesty and respect, without taking
shortcuts, and by operating ethically and with integrity in all that we do.

To help guide and align our behaviors as we make business decisions that
impact our daily operations, we rely on our Employee Code of Conduct, which
outlines our values and describes our standards for conduct, compliance,
and avoiding conflicts of interest. It supports our continuing commitment to
honest and ethical conduct and compliance with both the letter and the spirit
of all laws, rules, and regulations, and our company’s policies, standards, and
procedures.

Use our values and this Code as guides whenever you have a question
about the right thing to do. For additional guidance, you should talk to your
supervisor or Human Resources representative, or call the Compliance and
Ethics Helpline at 888-231-2310.

Thank you for your ongoing commitment to delivering safe, reliable, affordable
gas and electric service—and doing so ethically and with integrity.

Tony Earley
Chairman, CEO, and President
PG&E Corporation2

1
In this Code of Conduct, the term “PG&E” refers to PG&E Corporation and its affiliates and
subsidiaries, including Pacific Gas and Electric Company. The conduct, conflict of interest, and
compliance standards in this code apply to all employees and officers of PG&E.
2
This letter was edited to reflect the 2015 retirement of Chris Johns as the president of Pacific Gas
and Electric Company. All content within this version of the Code of Conduct remains the same.
Table of Contents

Our Values ............................................................................................... 1

Our Work Decisions .................................................................................3

Introduction ............................................................................................. 4

Compliance Obligations ...........................................................................5

Adherence To The Code Of Conduct .........................................................5

Discipline ................................................................................................ 5

Raising Concerns .....................................................................................6

How to Raise Concerns ............................................................................6

Investigations ..........................................................................................7

Employee Conduct Standards ..................................................................8

Safety................................................................................................................ 8
Fitness for Duty ............................................................................................. 10
Use of Alcohol ................................................................................................ 11
Attendance Reporting ................................................................................... 11
Harassment and Discrimination................................................................... 11
Workplace Violence ....................................................................................... 13
Weapons in the Workplace ........................................................................... 13
Gambling in the Workplace........................................................................... 13
Company Assets ............................................................................................ 14
Computer and System Security .................................................................... 16
Social Media ................................................................................................... 17
Company Records ......................................................................................... 19
Records Retention ......................................................................................... 19
Confidential and Customer-Specific Information ........................................ 20
Supplier Code of Conduct ............................................................................. 22
Employee Privacy .......................................................................................... 23
Business Expenses ........................................................................................ 23
Corporate Name, Logo, and Colors.............................................................. 23
Publishing Articles ........................................................................................ 24
Endorsements ............................................................................................... 24
Community Activities..................................................................................... 24
News Media Inquiries .................................................................................... 25
Employment Inquiries ................................................................................... 25

Conflict of Interest Standards ................................................................ 26

Influencing Business Decisions for Personal Gain ..................................... 26
Favored Treatment ........................................................................................ 27
Close Personal Relationships....................................................................... 27
Accepting or Giving Gifts ............................................................................... 28
Loans, Advances, or Guarantees of Obligations .......................................... 30
Serving in Federal, State or Local Government .......................................... 30
Outside Employment ..................................................................................... 31

Compliance Standards ........................................................................... 33

Federal Securities Laws ............................................................................... 33
Insider Trading .............................................................................................. 34
Affiliate Interactions ...................................................................................... 34
Antitrust Laws ............................................................................................... 34
Environmental Laws and Regulations ......................................................... 35
Political Contributions and Gifting ............................................................... 35
Foreign Corrupt Practices Act ...................................................................... 36
Government Contracts .................................................................................. 37
Copyright Laws .............................................................................................. 37

Additional Resources ............................................................................ 38

Code Connection............................................................................................ 38
Investor Inquiries........................................................................................... 38
Legal or Regulatory Inquiries ....................................................................... 38
Our Values
Our values guide our behavior, and collectively, our behaviors determine how
we are perceived as a company.

We act with integrity and communicate

honestly and openly:
• Deal with people and issues openly, directly
and respectfully
• Take actions that are consistent with words
• Do the right thing even if unpopular or risky
• Foster a climate of trust and openness
between people
• Openly give, invite and receive coaching and
feedback

We are passionate about meeting our customers’ needs and delivering for
our shareholders:
• Demonstrate a passion for understanding and meeting the needs of our
customers and shareholders
• Take active responsibility for the quality of service we provide to customers
and others
• Are open to change and readily implement better ways of doing things
• Have high performance expectations and a mindset of excellence
• Are innovative in identifying new opportunities and approaches for our
customers and ourselves

We are accountable for all of our own actions: these include safety,
protecting the environment, and supporting our communities:
• Maintain an absolute commitment to safety for ourselves and others
• Take accountability for actions, decisions and results vs. blaming
• Demonstrate through actions a commitment to the well-being of the
community and the environment
• Can be counted on to deliver and meet goals and objectives
• Have a “can do” attitude and bias for action

Look to the Code Connection to find additional guidance on sections of this Code of Conduct. If you have
questions, contact your supervisor or Human Resources representative, or call the Compliance and Ethics 1
Helpline at 888-231-2310.
 We work together as a team and are committed to excellence and innovation:
• Take ownership of team goals and are accountable for own part in the process
• Promote teamwork among groups; discourage “we vs. they” thinking
• Listen to input from teammates to reach the best solution
• Hold ourselves and others accountable for results
• Work to create partnerships and to collaborate across functions

We respect each other and celebrate our diversity:

• Treat fellow employees and customers with respect
• Appreciate and value each other and our diverse backgrounds and life
experiences
• Actively seek to understand and include others regardless of differences
• Effectively collaborate as a member of a diverse team; seek out diversity
of thought

Look to the Code Connection to find additional guidance on sections of this Code of Conduct. If you have
2 questions, contact your supervisor or Human Resources representative, or call the Compliance and Ethics
Helpline at 888-231-2310.
Our Work Decisions
Use the “STAR” method to make work decisions:
Stop, Think, and Act Responsibly.

Stop,
Think, &
Act
Responsibly
Apply PG&E’s values to all work decisions. Deal fairly with PG&E’s customers,
suppliers, competitors, and employees. Don’t take unlawful advantage of
anyone through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts, or any other practice involving unfair dealing.

Never knowingly violate laws, regulations, policies, standards, or procedures,

even if you think doing so would lower costs, increase earnings, or satisfy a
customer. Make yourself aware of the requirements associated with your job.
Your supervisor can’t order you to take an action that intentionally violates this
Code, a law, a regulation, or a company policy, standard, or procedure.

Ensure your decisions and actions do not give the appearance of impropriety.
Consider how your actions and decisions will be perceived by others. If you’re
unsure, ask for other opinions.

Use this decision-making checklist:

• Have I verified the significant facts?
• Is it legal and ethical, and does it meet our internal requirements?
• Will my actions impact public or employee safety?
• Have I made a decision that feels right and is fair and just?
• How would it look in a newspaper or on the Internet?
• Could I explain it to my parents or children?
• How would my decision or actions be judged by others?
• Will I feel comfortable with my decision?
• If I’m not sure of something, have I asked for advice?

Look to the Code Connection to find additional guidance on sections of this Code of Conduct. If you have
questions, contact your supervisor or Human Resources representative, or call the Compliance and Ethics 3
Helpline at 888-231-2310.
 Introduction
This Code of Conduct establishes a set of standard expectations for employee
conduct. You must not engage in any on-duty conduct that would impair your
job performance, cause damage to PG&E or public property, jeopardize your
safety or the safety of others, or negatively affect PG&E’s reputation or image.

If you are off-duty and wearing clothing with a PG&E logo or driving a vehicle
with the PG&E logo, be mindful that the public sees you as representing PG&E
and your conduct affects the company’s reputation and image.

If you have supervisory or lead responsibilities, you have additional responsibility

to take these actions:
• Educate your employees on this Code of Conduct and the requirements
applicable to your employees’ work activities.
• Promote compliance with this Code of Conduct and other relevant policies,
standards, and procedures.
• Report suspicions or allegations of employee misconduct in accordance with
company procedures.

This Code of Conduct is not intended to supersede any other applicable legal
or regulatory requirements, such as those imposed by the Nuclear Regulatory
Commission; the Department of Transportation; the National Labor Relations
Board; the California Public Utilities Commission; or any other federal, state,
or local governmental entity.

Look to the Code Connection to find additional guidance on sections of this Code of Conduct. If you have
4 questions, contact your supervisor or Human Resources representative, or call the Compliance and Ethics
Helpline at 888-231-2310.
Compliance Obligations
You are responsible for knowing and complying with the requirements
applicable to your work activities, including those described in this Code
and those described in company guidance documents (policies, standards,
procedures, bulletins, and manuals).

The Code Connection, located in the Conduct section of PG&E’s online

Guidance Document Library, maps sections of this Code to sources for
additional guidance and more detailed information. Please use all of these
resources, and good judgment, to guide your actions and decisions.

Adherence To The Code Of Conduct

PG&E strives to demonstrate the highest standards of ethical conduct. The
company does not grant waivers to its conduct, conflict of interest and
compliance standards.

Some departments may have more stringent requirements than those specified
in this Code of Conduct. Check with your supervisor if you have any questions.

Discipline
Failure to comply with this Code or company guidance documents may result
in disciplinary action or termination.2 Discipline decisions can vary depending
on the severity of the misconduct and the employee’s disciplinary record, years
of service, and job duties. Contact your Human Resources representative for
help in determining appropriate discipline.

There are some serious violations of the Code that may result in termination
including:
• Improper use of alcohol
• Acts or threats of violence
• Accessing or storing sexually suggestive or explicit materials using company
assets, including computers, mobile phones or other electronic devices
• Falsification of company records

2
For the purpose of regulatory reporting, the Senior Vice President and General Counsel of PG&E
Corporation is responsible for determining if a violation of this Code has occurred.

Look to the Code Connection to find additional guidance on sections of this Code of Conduct. If you have
questions, contact your supervisor or Human Resources representative, or call the Compliance and Ethics 5
Helpline at 888-231-2310.
 On safety matters, PG&E takes a behavior-based approach to discipline.
Discipline is considered only when an employee acts in a reckless manner,
demonstrates a pattern of carelessness or non-compliance, puts the employ-
ee, coworkers or the public at risk by intentionally violating the Keys to Life or
the Code of Conduct.

Raising Concerns
We are all expected to communicate honestly and openly with supervisors and
others in leadership positions and, in good faith, raise concerns—including
those about safety, possible misconduct, and violations of laws, regulations or
internal requirements.

When concerns are raised, employees in supervisory and other leadership

positions are expected to:
• Listen to understand
• Take concerns seriously
• When appropriate, contact internal resources to investigate
• Take any appropriate action in response to investigation findings
• In a timely manner, followup with the employee that raised the concern

Adversely changing an employee’s condition of employment for a non-business

reason (i.e., “retaliating”) is not acceptable. Employees in supervisory and
other leadership positions may not retaliate, tolerate retaliation by others,
or threaten retaliation.

How to Raise Concerns

If you encounter questionable activities at work, immediately bring them to
PG&E’s attention by contacting your supervisor. If you’re not comfortable raising
the issue with your supervisor, go to the next level of management within your
organization. You also may contact your Human Resources representative,
another appropriate department such as Corporate Security, or the Compliance
and Ethics Helpline at 888-231-2310.

If you have a concern about questionable accounting or auditing matters or

internal controls (collectively, “accounting complaints”), contact the Compliance
and Ethics Helpline. The PG&E Corporation Senior Vice President and
General Counsel reviews all such accounting complaints. The Chairs of the

Look to the Code Connection to find additional guidance on sections of this Code of Conduct. If you have
6 questions, contact your supervisor or Human Resources representative, or call the Compliance and Ethics
Helpline at 888-231-2310.
Audit Committees of the Boards of Directors are informed of any material
accounting complaints.

The Compliance and Ethics Helpline is available 24 hours a day, 7 days a week.
It’s a multilingual service that provides a safe place to ask compliance and
ethics questions or to communicate concerns.

Helpline calls are handled confidentially to the extent permitted by law, and
can be submitted anonymously without fear of retaliation.

PG&E prohibits retaliation against anyone who raises concerns or is involved

in an investigation. PG&E investigates all reports of retaliation and takes
appropriate action.

Investigations
PG&E takes allegations of misconduct seriously and takes appropriate action.
All reported violations of the Code of Conduct are investigated by one or more
of the following:
• Local management
• Human Resources
• Corporate Security
• Internal Audit
• Law
• Safety

Never obstruct or fail to cooperate with an investigation.

Look to the Code Connection to find additional guidance on sections of this Code of Conduct. If you have
questions, contact your supervisor or Human Resources representative, or call the Compliance and Ethics 7
Helpline at 888-231-2310.
 Employee Conduct Standards
Safety
The safety of the public, employees and contractors is our highest priority. The
company’s commitment to a safety-first culture is reinforced with our Safety
Principles, PG&E’s Safety Commitment, Personal Safety Commitment and Keys
to Life. These tools were developed in collaboration with PG&E employees,
leaders, and union leadership and are intended to provide clarity, support and
confidence as employees strive to take personal ownership of safety at PG&E.

Safety Principles
Nothing is more important than public and employee safety.

We must create an environment at PG&E where employees feel free to raise all
safety-related issues without peer pressure or fear of reprisal. This includes
near hits and unsafe situations of any kind.

We must encourage open and honest communication on safety, so that we

identify and eliminate unsafe situations and avoid incidents and injuries.

To enhance safety and prevent future incidents, we will adopt a voluntary non-
punitive self-reporting system for unsafe occurrences and hazardous situations.

We acknowledge and reward safe behavior and practices to encourage our

employees and to reinforce continuous learning.

PG&E takes a behavior-based approach to discipline. Discipline is considered

only when an employee acts in a reckless manner; demonstrates a pattern of
carelessness or non-compliance; puts the employee, coworkers or the public
at risk by intentionally violating the Keys to Life or the Code of Conduct.

PG&E’s Safety Commitment

• We will train, equip and qualify our people to work safely.
• We will design, build, operate and maintain our systems with the highest
regard for the safety and well-being of all.
• We will identify and address the underlying causes of incidents to prevent
them from recurring.

Look to the Code Connection to find additional guidance on sections of this Code of Conduct. If you have
8
questions, contact your supervisor or Human Resources representative, or call the Compliance and Ethics
Helpline at 888-231-2310.
Personal Safety Commitment
• I will make my personal safety and the safety of my coworkers and the public
my highest priority.
• I will make sure I understand how to do the work safely before I start the job.
• I will speak up about safety concerns.
• I will look for safety hazards and intervene to stop unsafe acts.
• I will close out and properly document my work.

Keys to Life
To assure your safety and that of your coworkers and the public:
• Follow safe driving principles
• Use appropriate life-saving personal protective equipment (PPE)
• Follow electrical safety testing and grounding rules
• Follow clearance and energy lock-out rules
• Follow confined space rules
• Follow suspended load rules
• Follow safety at heights rules
• Follow excavation procedures
• Follow hazardous environment procedures

Our expectation is that all employees and contractors of PG&E, individually and
as a group, share the responsibility for safety performance at PG&E.

Q: I just saw a downed power line on the ground but I don’t work
in the group that responds to these issues. Regardless, I know I
need to act. What should I do?

A: Stay away, keep others away and immediately call 911 to alert
the police and fire departments. Always assume downed electric
lines are energized and dangerous. Any contact with wires by branches,
pipe or equipment can be fatal. Additionally, report the downed line to
PG&E at 800-743-5000.

Ensure that the work environment is safe by identifying and controlling unsafe
conditions and occupational and public safety hazards. When operating a vehicle
on PG&E business, make sure you have a valid driver’s license, comply with
the state vehicle code, and operate the vehicle safely at all times. Help and
encourage others to work safely, and always place safety first.

Look to the Code Connection to find additional guidance on sections of this Code of Conduct. If you have
questions, contact your supervisor or Human Resources representative, or call the Compliance and Ethics 9
Helpline at 888-231-2310.
 Q: I was injured at work, but I don’t want to report it because
it will negatively affect our department’s safety goal. What
should I do?

A: Report it to your supervisor and then call the 24/7 Nurse

Report Line at 888-449-7787. Each of us is responsible for
reporting workplace injuries. The department’s desire to achieve the
safety goal should not prevent any employee from reporting a workplace
injury, and supervisors must never encourage employees to cover up
a safety incident.

Immediately report to your supervisor all occupational injuries and illnesses,

injuries to non-employees, damage to property resulting from PG&E business
activities, and any unsafe conditions that you cannot safely correct. You also
can contact the 24-hour Safety Helpline at 415-973-8700.

Fitness for Duty

You are expected to be mentally and physically fit for work, to report to work
fit for duty, and to remain fit while on duty. While on duty, you may not be
under the influence of alcohol or any drugs that impair your ability to perform
your work safely and efficiently. Never use, possess, sell, offer to sell, transfer,
provide, share, or purchase illegal drugs while on duty or on PG&E property or
be in possession or under the influence of medication prescribed for someone
other than you.

You also must comply with your specific organization’s alcohol and drug
standards and any other fitness-for-duty regulations that apply to your job,
such as those required by the Nuclear Regulatory Commission and the
Department of Transportation.

Tell your supervisor if you’re taking prescription drugs or over-the-counter

medications that you reasonably believe could affect your ability to work safely
or efficiently.

Q: I’m taking prescription medication that could inhibit my ability

to work, but I don’t want to tell my supervisor because I don’t
want to reveal my medical condition. Do I have to tell my supervisor
what kind of medication I’m taking and why I’m taking it?

A: No, you are not required to tell your supervisor the type of
medication you are taking or why you are taking it. However,
you must inform your supervisor about the effects of a medication that
you and your treating physician (who understands your work activities)
believe could affect your work performance. You and your supervisor
can then determine if you’re able to do your work safely and efficiently.

Look to the Code Connection to find additional guidance on sections of this Code of Conduct. If you have
10 questions, contact your supervisor or Human Resources representative, or call the Compliance and Ethics
Helpline at 888-231-2310.
Use of Alcohol
Never report to work under the influence of alcohol. You may not consume
alcohol while on duty, including lunches and during overtime meals, or on
company property. Exception: officers and directors may authorize, in advance,
the consumption of alcohol for special occasions or for certain business
meetings as long as such use is limited and does not violate other legal
requirements, such as those of the Nuclear Regulatory Commission or the
Department of Transportation.

You may not operate a PG&E-owned, leased, or rented vehicle after consuming
alcohol, even if consumption is permitted under the exception described above.
You may not transport alcohol in a PG&E-owned, leased, or rented vehicle
unless you have the prior consent of an officer or a director.

Employees who violate this alcohol conduct standard may be terminated.

Q: When I attend work-related conferences, there are times

when I have dinner with other conference attendees after the
conference has ended for the day. May I consume alcohol at dinner?

A: You are permitted to consume alcohol if the business portion

of the conference is over, you are no longer performing work
duties, and you will not be driving a company-owned or rented vehicle.
Don’t consume alcohol to the extent that you would negatively affect
the company’s reputation or image. Also, if you are driving a personal
vehicle after consuming alcohol, it is your responsibility to make sure
that you’re fit to operate a vehicle safely and in compliance with the law.

Attendance Reporting
If you are unable to report to work for any reason, you must contact your
supervisor before the start of your work period. Also, check with your supervisor
to see if your department has additional call-in requirements.

Harassment and Discrimination

At PG&E, we are committed to maintaining a work environment that respects
individual differences. Conduct yourself in a professional manner and treat
others with respect, fairness, and dignity. PG&E does not tolerate harassment
or discrimination, including behavior, comments, jokes, slurs, email messages,
pictures, photographs, or other conduct that contributes to an intimidating
or offensive environment. This includes using personal electronic devices on
company time or in company work environments. Remember others may see
what you’re doing.

Look to the Code Connection to find additional guidance on sections of this Code of Conduct. If you have
questions, contact your supervisor or Human Resources representative, or call the Compliance and Ethics 11
Helpline at 888-231-2310.
 Harassment and discrimination also can occur in the form of bullying, initiation
activities, or workplace hazing, which can be humiliating, degrading, or cause
emotional or physical harm. No forms of harassment or discrimination are
tolerated, regardless of the employee’s willingness to participate; such conduct
can result in termination.

Q: I am new to the company and work with several

employees who have worked for the company for
decades. The longer-term employees refer to the younger
employees as “kids” or the “youth group.” While I respect
all of my coworkers, I’m offended by their comments. Are
the comments considered age discrimination? If so, what
should I do?

A: Age discrimination under the law applies to people

40 years or older. While the comments would not
be considered age discrimination under the law (because
they are directed at employees under the age of 40), they
are disrespectful and violate the company’s Harassment-
Free Workplace Standard. If you feel comfortable, you can
respectfully inform your coworkers that you’re offended
by their comments and ask them to stop. If you don’t feel
comfortable addressing your coworkers directly, you should
discuss the issue with your supervisor or your Human
Resources representative. You also may call the HR Helpline
at 415-973-HELP or call the Compliance and Ethics Helpline
at 888-231-2310 to report the inappropriate behavior.

You must comply with applicable federal, state, and local statutes prohibiting
conduct that could reasonably be construed as sexual in nature3, or discrimi-
nation or harassment based on race, color, religion, age, sex, pregnancy,
physical or mental disability, national origin, ancestry, medical condition,
veteran status, marital status, sexual orientation, gender identity, gender
expression, genetic information, or any other non-job-related factor. This
applies to all employment practices, including advancement, disciplinary
decisions, benefits, training, and general workplace conduct.

Employees in supervisory and leadership positions are expected to be familiar

with PG&E’s standards on harassment and discrimination and with relevant
federal, state, and local laws. Supervisors who fail to take action, engage in

3
Examples of conduct that is sexual in nature include: invitations for sexual contact or graphic
commentary about an individual’s body; any conduct involving sexually suggestive or obscene
objects, pictures, websites, cartoons, posters, clothing, notes, letters, emails, or electronic media
such as texting, instant messaging or blogging; sexual gestures; leering; inappropriate touching;
assault; or impeding or blocking movement.

Look to the Code Connection to find additional guidance on sections of this Code of Conduct. If you have
12 questions, contact your supervisor or Human Resources representative, or call the Compliance and Ethics
Helpline at 888-231-2310.
harassment, or permit harassment to occur not only expose PG&E to liability,
they also expose themselves to personal liability. Employees also can be held
personally liable for engaging in harassment.

PG&E has the same expectations for its contractors, consultants, and suppliers
when they engage in PG&E-related work. Those expectations are described in
PG&E’s Contractor, Consultant, and Supplier Code of Conduct.

Workplace Violence
PG&E is committed to maintaining a safe and secure workplace and working
environment. Acts or threats of physical violence, intimidation, harassment or
coercion, stalking, sabotage, and similar activities are not tolerated. Employees
who engage in acts or threats of violence may be terminated.

Q: What should I do if I’ve been threatened with a potential act of

violence at work?

A: If you feel you’re in immediate danger, call 911 and then contact
your supervisor as well as Corporate Security. During normal
business hours, contact your supervisor and Corporate Security at
223-6920 or 415-973-6920. To contact Corporate Security after
normal business hours, call 800-691-0410.

Weapons in the Workplace

You may not bring, carry, store, or use any type of weapon on PG&E-owned,
leased, or rented property; in a PG&E-owned, leased, or rented vehicle; in
a personal vehicle while on PG&E business; or at a job site, whether on or off
duty, unless you’re explicitly authorized and have a legitimate business reason
to do so. A “weapon” is a firearm, ammunition, explosive, or any other device or
object that can be construed as a weapon by the Corporate Security Department.
Weapons do not include tools that are used for legitimate business purposes.

Gambling in the Workplace

Gambling while at work and using company assets for gambling are prohibited,
including during breaks. For purposes of this standard, “gambling” is defined
as playing a game for money or property or betting on an uncertain outcome.
Prohibited gambling activities include, but are not limited to:
• Games (e.g., cards, dice, and dominoes) played for money or property
• Sports pools such as the Super Bowl, all-star games, the World Series or
the NCAA basketball tournament
• Internet gambling

Look to the Code Connection to find additional guidance on sections of this Code of Conduct. If you have
questions, contact your supervisor or Human Resources representative, or call the Compliance and Ethics 13
Helpline at 888-231-2310.
 Using company assets, such as computer software to track wagers or copying
machines to copy wagers, is not permitted.

Q: Can my workgroup hold a raffle or drawing to raise money for

the Campaign for the Community?

A: No. Raffles aren’t allowed under California law because PG&E

is not a 501(c)(3) charity. However, employees can hold auctions
or conduct events with giveaways and door prizes if the event is open to
everyone and everyone is eligible for the prizes regardless of whether
they’ve made a charitable gift. Raffles may be conducted only by
501(c)(3) nonprofit agencies and organizations, such as qualified PG&E
Employee Resource Groups.

Drawings are permitted only if participants aren’t required to purchase a

ticket to participate. For example, asking for a suggested donation is accept-
able for a drawing as long as the organizers provide an alternate means of
entry where participants aren’t required to donate. For more information
about Campaign for the Community activities or raffles and drawings, contact
[email protected].

Company Assets
Each of us is responsible for the proper acquisi-
tion, use, maintenance, and disposal of company
assets (e.g., materials, equipment, tools, real
property, information, data, intellectual property
and funds) and services. Theft, carelessness,
and waste have a negative impact on PG&E’s
success. Do your part to protect the company’s
assets and ensure their efficient use.

Do these:
• Acquire assets in compliance with procurement standards and procedures
(including delegations of authority), avoiding any real or apparent conflict
of interest.
• Use company assets only for legal and ethical activities.
• Protect assets—including information, data and intellectual property—
from damage, unauthorized modification or disclosure, waste, loss, misuse,
or theft.
• Tell your management about inventions and developments that you create
within the scope of your employment or with the use of PG&E resources.
These inventions and developments are property of the company.

Look to the Code Connection to find additional guidance on sections of this Code of Conduct. If you have
14 questions, contact your supervisor or Human Resources representative, or call the Compliance and Ethics
Helpline at 888-231-2310.
• Dispose of or transfer assets only with appropriate written approval. PG&E
has a legal responsibility to report any donation of an asset to a charitable
entity or political organization.
• Follow Affiliate Rules procedures if you intend to share or transfer assets
between or among PG&E’s affiliates or subsidiaries, including between the
corporation and the utility. For more information, see the Affiliate Rules
Intranet site or contact the Law Department.

Don’t do these:
• Don’t misuse or take intangible assets, including intellectual property or
nonpublic information about PG&E or others that you obtain in the course of
your job. This responsibility continues even when you’re no longer employed
by PG&E.
• Don’t install, rearrange, remove, or tamper with company metering or
service equipment without proper approval and authorization.
• Don’t divert or steal energy.
• Don’t commingle company funds with personal funds.
• Don’t take or misuse company property, funds, or service.
• Don’t use PG&E assets for private commercial enterprises or personal gain.
• Don’t access or store sexually suggestive or explicit material using company
assets, including computers, mobile phones or other electronic devices. (If
you’re unsure if material is acceptable, don’t access or store it.) Employees
who access or store sexually suggestive or explicit material using company
assets may be terminated.

Company assets such as computers, telephones and mobile phones, fax

machines, copy machines and conference rooms are intended for PG&E
business. PG&E allows limited personal use of these and similar assets as
long as such use meets these requirements:
• It is occasional.
• It is incidental to business use.
• It is not for outside employment.
• It does not result in excessive costs.
• It does not interfere with your work
responsibilities.
• It is in compliance with laws, regulations, company
guidance documents (policies, standards, procedures,
bulletins, and manuals, including this code of conduct),
and any business restrictions.

Other company assets—including vehicles, construction equipment, tools and

similar assets—may be used only for PG&E business. Exceptions are permitted
in emergency situations or with officer approval.

Look to the Code Connection to find additional guidance on sections of this Code of Conduct. If you have
questions, contact your supervisor or Human Resources representative, or call the Compliance and Ethics 15
Helpline at 888-231-2310.
 If you’re unsure about what is appropriate use of a company asset, ask your
supervisor or call the Compliance and Ethics Helpline at 888-231-2310.

If you would like to allow a charitable entity or political organization to use a

company asset—for example, a conference room for a meeting—PG&E may
need to report the use as a donation. You need to request approval in advance.
Please talk to your supervisor before making arrangements.

Q: My daughter is selling cookie dough for her school fundraiser.

Am I allowed to bring the flyer and order sheet to work so my
coworkers can purchase the cookie dough?

A: With permission from local management, you may put a flyer

and order sheet in the break room or area and distribute the
cookie dough during your break or meal period. You’re responsible
for ensuring that your activities do not interfere with your work or
cause a disruption in the workplace.

Computer and System Security

You’re responsible for ensuring the security of PG&E by complying with the
company’s information security standards.

Do these:
• Use only approved, authorized and properly licensed software on PG&E
computer systems.
• Connect only PG&E-authorized computers and equipment to PG&E networks.

Don’t do these:
• Don’t share passwords or other access credentials with any other person or
group, and don’t use another person’s password.
• Don’t attempt to degrade the performance of PG&E systems or deprive
access to authorized users.
• Don’t attempt to circumvent or attack security controls on a computer
system or network.
• Don’t access or download sexually suggestive or explicit, gaming, file
sharing, or other inappropriate files or websites.
• Don’t store inappropriate or pirated content on company equipment.

Immediately report any suspected or actual breach of PG&E computer system

or network security to Information Security’s 24-hour emergency hotline at
415-973-2477 and help in the investigation as needed.

Look to the Code Connection to find additional guidance on sections of this Code of Conduct. If you have
16 questions, contact your supervisor or Human Resources representative, or call the Compliance and Ethics
Helpline at 888-231-2310.
Social Media
These days, the reach of social media is wider than ever. While
social media can help PG&E build and strengthen relationships
with our customers, employees and community members, it also
has the potential to negatively impact the public’s perception of
PG&E or your personal or professional reputation.

When we refer to social media activity, it includes:

• all types of posts and other communications on the Internet;
• posts on social networking sites such as Facebook, Twitter,
Yammer and LinkedIn;
• blogs and other online journals and diaries;
• bulletin boards and chat rooms; and
• posts of video or audio on media-sharing sites, such as YouTube or Flickr.

Social media activity also includes permitting, or failing to remove, posts by

others where the employee can control the content of posts, such as on a
personal page or blog.

PG&E respects your right to participate in social media and understands

that your time outside of work is your own. PG&E also values its established
brand reputation and goodwill relationships, which are important corporate
assets. Whether or not you consider yourself a Tweeter, Yammerer, Blogger or
Facebooker, it’s important to understand how to use social media appropriately
and effectively.

If you engage in social media activity that identifies you as a PG&E employee,
or your work at PG&E, even if done off premises and while off-duty, you could
affect PG&E’s reputation.

Do these:
• Be open and honest about who you are (no false names or pseudonyms),
especially if it could be reasonably construed that you’re speaking on behalf
of PG&E.
• Recognize that your social media activity is subject to relevant PG&E policies,
standards, and procedures. This includes but is not limited to, this Code of
Conduct as well as requirements for protecting confidential information.
• Feel free to visit or participate on PG&E-sponsored social media sites. All
participation on these sites is purely voluntary.
• Consider participating in PG&E internally sponsored social media sites such
as Yammer.
• Use your personal email account (not your PG&E email) when setting up
or participating in external social media channels. Exceptions can occur if
you’ve received prior authorization from External Communications.

Look to the Code Connection to find additional guidance on sections of this Code of Conduct. If you have
questions, contact your supervisor or Human Resources representative, or call the Compliance and Ethics 17
Helpline at 888-231-2310.
 • Use your own personal device when making personal references or
recommendations on social media outlets such as LinkedIn or Yelp. Personal
references and recommendations on social media sites should be done as
an individual and not on behalf of the company.
• Adhere to copyright and fair use laws.

Don’t do these:
• Don’t represent in any social media content that you are authorized to speak
on behalf of PG&E, or that PG&E has reviewed and approved your content,
without the prior written approval of External Communications.
• Don’t post content about PG&E, management, coworkers, shareholders,
customers, vendors, affiliates or competitors that is vulgar, obscene, threat-
ening or a violation of PG&E’s conduct standards including those addressing
discrimination, harassment and workplace violence.
• Don’t make business commitments for PG&E on social media platforms.
Information generated on social media is considered temporary and not
legally binding.
• Don’t post photographs or video of the nonpublic areas of PG&E’s premises,
or of PG&E’s processes, operations or products without PG&E’s prior written
approval.
• Don’t use PG&E’s logo, trademark or proprietary graphics in a way that
suggests that you are representing PG&E.

PG&E does not apply these requirements in a manner that improperly interferes
with or limits employees’ rights under the National Labor Relations Act. Legally
protected social media discussions include discussions about wages, hours,
and working conditions; the right to self-organize, form, join, or assist labor
organizations, to bargain collectively through representatives of your choosing
regarding your wages, hours and working conditions; or to engage in other
concerted activities about the same or other mutual aid or protection; or to
refrain from engaging in such activities.

If you have questions, please email the social media mailbox (socialmedia@pge.
com) or call the Compliance and Ethics Helpline at 888-231-2310.

Q: Can I state on a social networking site that I work

for PG&E?

A: Yes. However, you should never state that you are speaking
on behalf of PG&E unless you’re an authorized representa-
tive of the company.

Look to the Code Connection to find additional guidance on sections of this Code of Conduct. If you have
18 questions, contact your supervisor or Human Resources representative, or call the Compliance and Ethics
Helpline at 888-231-2310.
 Q: Can I post pictures of PG&E employees at a volunteer event
on Yammer?

A: Yes. You can post pictures of PG&E employees on Yammer.

However, you cannot post the same photo on Facebook or
another external social media site without the approval of External
Communications and the permission of the individuals photographed.

Company Records
When we do our work, we generate, receive, and use, company information.
Information is created every day, whether computerized or on paper. Each
employee must manage PG&E information carefully and responsibly, and be
accountable for identifying records from information. Company records must
be stored, managed and disposed of in accordance with specific Company
procedures. Examples of company records include:
• Maintenance records and inspection documents
• As-built drawings
• Personnel documents
• Reports to government agencies or other public communications
• Workers’ compensation or other benefit-related information such as
dependent eligibility
• Financial reports

To keep our system safe and reliable, we must always complete and document
our work. Accurate records are an essential ingredient of PG&E’s operations.
When working with company information and records:
• Never misstate facts or omit material information
• Never hide, alter, falsify or disguise the true nature of a business transaction
or commitment
• Never forge endorsements, approvals or authorizing signatures
• Never process, enter into a system or approve a record or disclosure that you
know is false or misleading

Report any issues to your supervisor or other appropriate person.

Records Retention
PG&E has operational, regulatory, and legal requirements to retain certain
records for prescribed periods of time. The Records Management Policy and
Standard identifies electronic records as the official record, and you are expected
to consistently retain records for the appropriate period of time and in an
approved system of record.

Look to the Code Connection to find additional guidance on sections of this Code of Conduct. If you have
questions, contact your supervisor or Human Resources representative, or call the Compliance and Ethics 19
Helpline at 888-231-2310.
 There may be additional retention requirements for records you possess that
relate to a topic of investigation or litigation, which may suspend the dispos-
ing of records. When this happens, the Law Department will notify you when
records are placed on “legal hold.”

Also, as a condition of forming the holding company, the California Public

Utilities Commission requires employees to retain certain correspondence
and documents involving communication between the holding company and
the utility per CPUC affiliate rules. Emails between the holding company and
the utility are retained and archived automatically. Hard-copy documents, not
transmitted by email, must also be retained.

If you need help with managing records, ask your supervisor, your designated
Line of Business Records Coordinator, or the PG&E Records Management
Department at [email protected].

Confidential and Customer-Specific Information

You may have access to confidential proprietary
nonpublic information on the job. You may work
with information that contains personally identifiable
material about PG&E, employees or customers,
such as their names, addresses, phone numbers,
or Social Security numbers. Maintain the confiden-
tiality of information entrusted to you by PG&E and
our customers, except when disclosure is properly
authorized or legally mandated.

When dealing with confidential information:

• Never view it for a non-business reason,
• Never use it for personal gain or advantage, and
• Never share it without appropriate approval.

If you are required to share confidential information, make sure that it is

appropriately protected and secure. This obligation continues even after you
are no longer employed by PG&E. Revealing nonpublic information that you
obtained in the course of your employment with PG&E is a violation of this
Code of Conduct and may be illegal. For more information, refer to the non-
disclosure agreement that all employees sign prior to working for PG&E.

Confidential information includes all nonpublic information that is valuable to

PG&E or harmful to PG&E or our customers if disclosed. There are four types
of confidential proprietary nonpublic information.

Look to the Code Connection to find additional guidance on sections of this Code of Conduct. If you have
20 questions, contact your supervisor or Human Resources representative, or call the Compliance and Ethics
Helpline at 888-231-2310.
Customer information includes any information about a specific customer that
can be used to personally identify a customer, including such things as name,
address, Social Security number, phone numbers, contact names and billing
data such as balance owed or energy usage.

• Never disclose any information about a customer to a third party without the
customer’s documented approval unless:
• You are legally required to do so (for example, under a court-issued
subpoena); or
• The information is necessary to be disclosed for PG&E to provide
utility services (for example, the information is for a PG&E vendor
to provide customer billing or energy management services).
• Never change, update, or manipulate your own utility account or the account
of a family member, friend or coworker.
• If you receive a request for customer information, follow PG&E’s Privacy
Policy and your organization’s procedures for handling it. For more
information, please visit: www.pge.com/about/company/privacy/customer/

Employee information includes information about a specific employee, including

such things as name, home address, Social Security number, personal phone
numbers, benefits, images, photographs and performance evaluations.
• Never disclose such information to another employee, shareholder, or a
third party without appropriate approval.
• Forward requests for employee information and references to your human
resources representative.

Intellectual property and trade secrets are developed or collected by PG&E

from a variety of legitimate sources. PG&E uses these assets and information
to achieve its business goals or to evaluate the merits of its own products,
services and marketing methods, and to develop strategic plans as well as
products and services. Information and materials related to competitive
strategy, trading, investment, costs, and financing methods are examples of
this type of confidential information.
• If you observe intellectual property obtained accidentally or unethically, keep
it confidential and immediately review it with your supervisor and the Law
Department to determine the right course of action.
• It’s against the law and this Code of Conduct to develop or gather intellectual
property by trespassing, burglary, wiretapping, theft, accessing unprotected
networks or other illegal activity.
• Don’t disclose PG&E confidential intellectual property to parties outside
PG&E unless you obtain approval from your director or officer. Also, you
must obtain a signed non-disclosure agreement from the third-party.

Look to the Code Connection to find additional guidance on sections of this Code of Conduct. If you have
questions, contact your supervisor or Human Resources representative, or call the Compliance and Ethics 21
Helpline at 888-231-2310.
 Supplier information includes pricing and contract information.
• Never disclose supplier information to a third party without appropriate
approval and a legitimate business reason.
• You also must comply with any nondisclosure agreement or the confidentiality
provisions of an applicable supplier/vendor agreement.

Please exercise caution when using or handling proprietary information. If you

have questions, contact the Law Department.

Q: I have access to nonpublic information as a part of my regular

job duties. I understand that I generally can’t share nonpublic
information with people outside of the company or outside of my
department. However, can I share this information with a coworker inside
my department who does not have access to the same information?

A: You may share the information with your coworker only if he

or she has a business need to know. Talk with your supervisor
before sharing confidential information with an employee who does not
normally have access to such information.

Q: Does this Code limit my ability to discuss wages, hours, and

working conditions?

A: No. PG&E doesn’t apply these requirements in a manner that

improperly interferes with or limits employees’ rights under
the National Labor Relations Act. For example, your wage statements
and your written job description (if any) constitute nonpublic informa-
tion, but they may be shared by you in connection with a discussion
about your wages, hours and/or working conditions. If you have a
question or concern about whether disclosure of nonpublic informa-
tion is permissible, you may without fear of reprisal ask your supervisor
or your local human resources representative about whether such
nonpublic information may be disclosed.

Supplier Code of Conduct

PG&E suppliers, vendors, contractors and consultants (collectively, “suppliers”)
are subject to PG&E’s Supplier Code of Conduct. If you interact with PG&E
suppliers, please read the Supplier Code of Conduct.

PG&E’s Supplier Code of Conduct contains principles and conduct standards

that suppliers as well as their employees, subcontractors, sub-suppliers, and
sub-vendors must adhere to as they provide goods and services to PG&E.

Look to the Code Connection to find additional guidance on sections of this Code of Conduct. If you have
22 questions, contact your supervisor or Human Resources representative, or call the Compliance and Ethics
Helpline at 888-231-2310.
Inappropriate supplier conduct could potentially violate laws, regulations or
policies and might reflect poorly on PG&E. Failure to comply with the Supplier
Code of Conduct could result in termination of the supplier’s assignment and/
or contract. If you become aware of potentially inappropriate supplier conduct,
please contact the Compliance and Ethics Helpline at 888-231-2310.

Employee Privacy
PG&E retains the right to monitor its assets and work environments in compliance
with applicable federal, state, and local laws and this Code of Conduct. It monitors
to promote safety, prevent criminal activity, investigate alleged misconduct and
security violations, manage information systems, or for other business reasons.

Even though limited personal use of company assets is permitted, you should
have no expectation of privacy when you use a PG&E work space, computer,
voicemail, or system to create, access, transmit, or store information. Such
information is accessible to PG&E even if it is password-protected, deleted by
the user, or in a locked area. Limited personal use of company assets must
also comply with this Code of Conduct.

Business Expenses
Use PG&E funds for business expenses
only, whether paying by credit card,
cash or another method. Use good judg-
ment to keep business expenses (for
example, meal expenses) reasonable.
You’re expected to comply with PG&E’s Q: I am traveling on a
business trip with
my spouse. When we go
requirements for incurring and reporting
business expenses. Report all expenses out to dinner, can I put
promptly and accurately via the travel and my spouse’s meal on my
expense system. corporate credit card?

Don’t do these:
• Don’t make unauthorized or personal
A: No. Company credit
cards may be used
for employee business
purchases on company credit cards,
expenses only. An exception
through purchase orders or by other
exists in the rare event that
means.
your spouse’s participation
• Don’t incur unreasonable expenses on in the business event is
behalf of the company. necessary and/or appropri-
ate and is pre-approved by
Corporate Name, Logo, and Colors an officer through a pre-trip
PG&E Corporation owns the trademarks authorization (PTA).
that incorporate “PG&E” and the holding
company and utility corporate names. You may use the corporate names and

Look to the Code Connection to find additional guidance on sections of this Code of Conduct. If you have
questions, contact your supervisor or Human Resources representative, or call the Compliance and Ethics 23
Helpline at 888-231-2310.
 logos, the PG&E logo, and PG&E colors in presentations to public audiences in
compliance with the standards issued by Corporate Affairs. For additional guid-
ance, see the Corporate Identity Brand Guidelines website.

Watch for the use of the PG&E graphic icon or the corporate name, logo or
colors by those not authorized to represent PG&E, such as contractors. Also,
energy affiliate companies must include disclaimers of specific wording and
size when using the icon, corporate name, or logo. If you have any questions,
please contact Corporate Affairs.

Publishing Articles
If you author an article or other published material about your employment
activities at PG&E or a service that PG&E provides, and you plan to identify
yourself as a PG&E employee, get approval from your supervisor and Corporate
Affairs before publication.

Endorsements
Subject to exceptions approved by Corporate Affairs, PG&E does not endorse
products or services or the firms or individuals who supply them, and favoritism
must not be implied by testimonials or endorsements of PG&E’s use of any
materials, supplies, equipment, or service or by the use of its name in advertising,
publicity, articles, or catalogs. If you have questions about endorsements,
please call the Law Department or the Compliance and Ethics Helpline.

Implied or express endorsements of, or opposition to, political candidates,

ballot measures, community organizations, or other entities on behalf of PG&E
must be approved in advance by Corporate Affairs. Please contact Corporate
Affairs for more information.

If you want to provide a testimonial or endorse an event, product, or service, do

not use your job title or affiliation without approval from your supervisor and
Corporate Affairs.

Community Activities
PG&E is committed to supporting the communities we serve in various ways,
such as encouraging our employees to volunteer and providing shareholder-
funded financial contributions to community organizations.

Look to the Code Connection to find additional guidance on sections of this Code of Conduct. If you have
24 questions, contact your supervisor or Human Resources representative, or call the Compliance and Ethics
Helpline at 888-231-2310.
PG&E does not support organizations that, in
their bylaws, policies, or practices, discriminate
on the basis of race, color, religion, age, sex,
national origin, ancestry, physical or mental
disability, medical condition, veteran status,
marital status, pregnancy, sexual orientation,
gender identity, gender expression, genetic
information, or any basis prohibited by appli-
cable law.

It may constitute implied or express support if

you use your job title or affiliation, or wear the
PG&E logo while participating in a community
activity. If you’re unsure if this is appropriate,
please check with your supervisor or Corporate Affairs before participating.

News Media Inquiries

Immediately refer any media inquiries to the media line at 415-973-5930. A
Corporate Affairs representative is available 24 hours a day, seven days a week
to respond to the news media.

If the media asks to speak with a PG&E subject matter expert, Corporate
Affairs coordinates on behalf of PG&E. Under no circumstances are contractors
permitted to represent themselves to the media as speaking on behalf of
PG&E unless they are expressly authorized by Corporate Affairs.

In the case of an emergency, reporters arriving on the scene will try to gather
information from any available source. If forced by the situation to respond to
reporters, do not attempt to improvise an answer, do not speculate, and do
not downplay the seriousness of the situation. Direct all reporter inquiries to
company media relations personnel and, if they are not on the scene, then to
the 24-hour media line 415-973-5930. Let them know that your priorities are to
focus on safety for our customers and on completing the work.

Employment Inquiries
You may not provide an employment reference for a former employee on behalf
of the company. However, Work Number®, PG&E’s third-party vendor handling
all employee verification of employment and income requests, will confirm the
time period that a former employee worked for the company and positions held.
Work Number® can be used anytime and is available 24 hours a day, 7 days a
week by calling 800-367-5690 or online at www.theworknumber.com. If you
wish, you may provide a personal reference for the former employee, provided
you do not use company resources to do so.

Look to the Code Connection to find additional guidance on sections of this Code of Conduct. If you have
questions, contact your supervisor or Human Resources representative, or call the Compliance and Ethics 25
Helpline at 888-231-2310.
 Conflict of Interest Standards
You’re expected to do your job for the benefit of PG&E, its customers, and its
shareholders. You must not use company property, company information or
your position for personal gain.

A conflict of interest occurs when your private interests interfere in any way,
or even appear to interfere, with the interests of PG&E as a whole. A conflict of
interest can arise if you take actions or have interests that may make it difficult
for you to perform your company work objectively and effectively. Conflicts of
interest also arise when an employee or a member of his or her family receives
improper benefits (e.g., a loan or guarantee of work) as a result of the employee’s
position in the company.

Disclose any potential conflict of interest to your supervisor, and ensure that
the appropriate decision-maker concurs in writing if you’re allowed to remain
in a situation that could be perceived as a conflict of interest.

Influencing Business Decisions for Personal Gain

You must avoid any conflict between your interests and those of PG&E. You also
must avoid any appearance of conflict of interest, except as permitted by this
Code of Conduct.

A potential or actual conflict of interest exists if you participate in or attempt

to influence a decision or transaction that could materially affect the value of a
financial interest held by you, a member of your family, or another person with
whom you have a close relationship. A “financial interest” is (a) any investment
in a privately held business or (b) an investment equal to one month of your
base salary or more in the publicly traded stock of another company that is
conducting or seeking to conduct business with PG&E. (Do not include indirect
holdings of stock via mutual funds when considering this threshold.)

If you have a potential conflict of interest, take the following steps:

1. Disclose the financial interest and potential conflict to your supervisor

in writing.
2. Based on the criteria described above, your supervisor must determine if
there is a conflict of interest. Document the decision in writing and obtain
the written concurrence of your supervisor and any other appropriate
decision-maker.
3. If there is a conflict of interest, your supervisor must exclude you from
participating in the decision or transaction, or adopt other effective
measures that would prevent the conflict.

Look to the Code Connection to find additional guidance on sections of this Code of Conduct. If you have
26 questions, contact your supervisor or Human Resources representative, or call the Compliance and Ethics
Helpline at 888-231-2310.
Favored Treatment
Do not use your position to obtain or provide favored treatment for yourself
or others with whom you have a personal relationship. This can include any
business matter, including hiring or promoting employees, selecting contractors
or vendors, or participating in nonpublic investment opportunities such as Initial
Public Offerings (IPOs). (Refer to the PG&E Corporation “Nepotism Policy” for
restrictions concerning close relatives.)

You also may not take for your own benefit any PG&E business opportunity that is
discovered through the use of company property, information or your position.

Close Personal Relationships

Any close personal relationship, especially a romantic one, should never
exist between a supervisor and an employee within that supervisor’s chain
of command. There are also substantial risks even in consenting romantic
relationships between employees outside this chain of command or between
employees with comparable rankings.

Close personal relationships can interfere with an employee’s independent

judgment, create employee morale issues, and lead to claims of conflict of
interest or even sexual harassment. Such relationships also can negatively
impact or disrupt the workplace and create the appearance of impropriety.
Even if a relationship does not violate our conflict of interest standards or
anti-nepotism policy, charges of sexual harassment or other inappropriate
conduct may develop. It is the company’s expectation that employees will take
personal responsibility for adhering to all company policies and standards, and
ensuring that they do not engage in relationships that disrupt or negatively
impact the workplace.

To avoid these problems and to foster a positive team environment, you must
promptly report to your Human Resources representative any close personal
relationship that results, or could result, in a conflict with a policy or standard.
After reviewing the facts, the Company will take appropriate action.

Q: I am dating a coworker who occasionally serves

as the acting supervisor for my group. Do we have
to bring this to the attention of our supervisor or Human
Resources?

A: Yes. This situation creates a conflict of interest in

your group. Even if you and your colleague are
currently equals in the same group, you should advise
your supervisor of the relationship so that your supervisor
can prevent an inappropriate reporting relationship.

Look to the Code Connection to find additional guidance on sections of this Code of Conduct. If you have
questions, contact your supervisor or Human Resources representative, or call the Compliance and Ethics 27
Helpline at 888-231-2310.
 Accepting or Giving Gifts
Accepting or giving a gift in a business setting can
create a sense of obligation or the appearance of
obligation. A gift can be anything of value, including
such items as a ticket to a sporting event or play,
a non-business meal, a bottle of wine, a coffee
cup, a free service, a special discount, or an all-
expenses-paid trip to a conference or trade show.
Note: cash and cash equivalents (e.g., gift cards) are not “gifts”; they are
compensation and are taxable. You may not accept cash or a cash equivalent
as a gift. Also, you may not accept a payment or an item of value that could be
construed as a bribe, or become party to the payment of money or an item of
value for the purpose of bribery.

PG&E-funded gifts between employees must be made in accordance with

PG&E’s Rewards and Recognition program. All other gifts must be in compliance
with the requirements listed below.

Accepting Gifts
You, or a member of your immediate family, may not accept a gift from a
contractor, vendor, consultant, or similar business contact doing business with
or seeking to do business with PG&E unless all six of the following conditions
are met:
• The value of the item must be less than $100, and the value of all gifts from
one business contact during a 12-month period must not exceed $250. A gift
that exceeds either value must be approved by your officer. Any such gift to
an officer must be approved by the officer’s supervisor.
• The item is customary and does not create any appearance of impropriety.
• The item imposes no sense of obligation on the receiver.
• The item results in no special or favored treatment.
• The item could not be considered extravagant, excessive, or too frequent
considering all of the circumstances, including your ability to reciprocate at
company expense.
• The item is not concealed in any way.

If circumstances make it appropriate to accept a gift that exceeds either

value threshold, the officer granting approval must retain the following
documentation:
• The identities of the giver and recipient of the gift
• The date the officer approved the gift
• A brief description of the gift
• The business reason for the gift
• An estimated value of the gift

Look to the Code Connection to find additional guidance on sections of this Code of Conduct. If you have
28 questions, contact your supervisor or Human Resources representative, or call the Compliance and Ethics
Helpline at 888-231-2310.
A gift is no longer considered a gift if within 30 days, the recipient either (1)
returns the gift to the giver or (2) reimburses the value of the gift to the giver
from personal funds.

“Customary business meals” are not considered gifts. These are routine meals,
similar in cost to your own meals when you entertain clients.

In addition to the restrictions on gifts, you and members of your family must
never accept a loan, guarantee, service, or payment from a contractor, vendor,
consultant, or similar business contact under terms that aren’t available to the
general public.

Q: Can I accept a $10 gift card from a satisfied

customer?

A: No. Cash and cash equivalents—such as gift

cards—are not gifts. They’re considered compen-
sation and are taxable. Employees can’t accept cash or
a cash equivalent as a gift. Employees may accept gift
cards awarded to them through the company’s Reward
and Recognition program.

Giving Gifts
You may not give a gift funded by PG&E unless all six of the following
conditions are met:
• The value of the item must be less than $100 and the value of all gifts to one
business contact during a 12-month period must not exceed $250. A gift
that exceeds either value must be approved by your officer.
• The item is customary and does not create any appearance of impropriety.
• The item imposes no sense of obligation on the receiver.
• The item results in no special or favored treatment.
• The item could not be considered extravagant, excessive, or too frequent
considering all of the circumstances, including the recipient’s ability to
reciprocate.
• The item is not concealed in any way.

If circumstances make it appropriate to give a gift that exceeds the employee’s

authority to approve, the officer granting approval must retain the following
documentation:
• The identities of the giver and recipient of the gift
• The date the officer approved the gift
• A brief description of the gift

Look to the Code Connection to find additional guidance on sections of this Code of Conduct. If you have
questions, contact your supervisor or Human Resources representative, or call the Compliance and Ethics 29
Helpline at 888-231-2310.
 • The business reason for the gift
• An estimated value of the gift

“Customary business meals” generally are not considered gifts. These are
routine meals of reasonable cost provided for business contacts. However,
a business meal for an elected or appointed governmental official may be
considered a gift under the laws governing the conduct of public officials.
Before making any gift to a federal, state, or local government official or
employee, confirm its value and contact Government Relations or email
[email protected] to ensure that the gift is in compliance with
applicable gift limits and restrictions.

Special rules apply in certain gift-giving situations:

• All gifts to nonprofit entities, including in-kind gifts, must be approved by
Community Relations.
• A gift, including an “in-kind” gift, a contribution, a donation, entertainment,
or another courtesy to a political candidate, committee, governmental
entity, public official, or elected or governmental figure must be approved
in advance by Government Relations.
• An “in-kind” gift (e.g., used construction or office equipment) is also considered
a disposal of a company asset. For more information, see the Company Assets
section of this Code.
• Federal law governs gift giving when working with a foreign official, either
inside or outside the United States. For more information, see the Foreign
Corrupt Practices Act section of this Code.

Loans, Advances, or Guarantees of Obligations

PG&E prohibits loans or advances of corporate funds to its employees, officers
or Board members, and does not guarantee their obligations. PG&E also
prohibits loans, advances, or guarantees for friends and family members.
This standard does not apply to employees participating in programs that are
broadly available, including, but not limited to, relocation benefits, the cashless
exercise of stock options, education reimbursements, 401(k) loans, the corporate
credit card program and expense advances.

Serving in Federal, State or Local Government

If you previously served in, or were employed by, the federal, state, or local
government, the law may restrict your interaction with government agencies
on behalf of PG&E for a period of time. Consult with your prior government
entity to ensure that you comply with any restrictions, and notify Government
Relations at [email protected] of those restrictions.

Look to the Code Connection to find additional guidance on sections of this Code of Conduct. If you have
30 questions, contact your supervisor or Human Resources representative, or call the Compliance and Ethics
Helpline at 888-231-2310.
If you seek election or appointment to a public office while employed by PG&E,
contact Government Relations to discuss potential conflicts of interest and how
those issues should be addressed.

If you are elected or appointed to a public office while employed by PG&E,

immediately notify Government Relations, and recuse yourself from participation
in any official issue or decision that could create or appear to create a conflict
of interest. Seek advice from both the government agency’s legal counsel and
from the PG&E Law Department and Government Relations. You or PG&E, or
both, may be required to disclose or report information about your employment
with PG&E to the government entity.

Outside Employment
You are not permitted to engage in outside
employment activities that compete with
products or services offered by PG&E.
If you are represented by a bargaining
unit, this restriction applies only to prod-
ucts or services offered by Pacific Gas
and Electric Company. If you are not
Q: I am a licensed electrician
and work in the Electric
Operations. Occasionally, I’m asked
represented by a bargaining unit, this by family members, friends and
restriction applies to products and customers to replace the electrical
services offered by PG&E Corporation panels inside their homes. May I do
and its affiliates and subsidiaries, including the work?
Pacific Gas and Electric Company.

The types of activities to avoid include

the planning, design, manufacture, sale,
A: Since the company does not
replace electrical panels inside
customers’ homes, you may perform
installation, or maintenance of any the work as long as you follow the
commodity, equipment, or service that guidance provided in this section of
PG&E currently provides or has known the Code.
plans to provide.

Also, even if these requirements are met, take the following precautions to
avoid a conflict of interest:
• Don’t participate in an outside employment activity or business venture that
could have an adverse effect on your ability to perform your duties for PG&E.
• Don’t use company time or assets for your own business or other job.
• Don’t solicit work from PG&E for your business or other employer based
on inside knowledge of the company or contacts, and don’t solicit PG&E
employees, vendors, or customers while at work. Local management has
discretion to allow passive solicitation, such as a poster on a bulletin board
or a catalog on a lunchroom table.

Look to the Code Connection to find additional guidance on sections of this Code of Conduct. If you have
questions, contact your supervisor or Human Resources representative, or call the Compliance and Ethics 31
Helpline at 888-231-2310.
 • If, during non-business hours, you solicit vendors or customers with whom you
interact for PG&E, you must ensure that your solicitation does not create an
appearance of impropriety or in any way imply that the vendor’s or customer’s
dealings with PG&E will be affected by the response to your solicitation.
• Don’t attempt to obtain personal advantage or benefit due to your association
with PG&E or by using the company name.
• If the outside employment activity is with a government entity, notify
Corporate Affairs.

If you are, or plan to be, engaged in outside employment activities, and you
are unsure if they might be in conflict with this Code, discuss them with your
supervisor and document your joint conclusion. If you are a supervisor, and your
employee comes to you with questions about outside employment, notify your
director of the employment activities that your employee will be involved in.

Look to the Code Connection to find additional guidance on sections of this Code of Conduct. If you have
32 questions, contact your supervisor or Human Resources representative, or call the Compliance and Ethics
Helpline at 888-231-2310.
Compliance Standards
PG&E is responsible for complying with thousands of compliance requirements
issued by nearly 200 governmental bodies. Each of us is responsible for knowing
and complying with the laws and regulations applicable to our work. Promptly
report any violations of legal or regulatory requirements or PG&E policies,
standards or procedures to your supervisor, any other involved department, or
the Compliance and Ethics Helpline. PG&E does not allow retaliation for any
such reports made in good faith.

Following are descriptions of just a few of the compliance requirements that

have widespread applicability at PG&E.

Federal Securities Laws

As companies with publicly traded securities, PG&E Corporation and Pacific
Gas and Electric Company must comply with federal laws and regulations that
require the disclosure of certain information in periodic financial and other
reports that are filed with the Securities and Exchange Commission (SEC).
If you are asked to review a draft SEC report, you are expected to respond
promptly to help ensure that the SEC reports are accurate and complete.

The securities laws also impose requirements about recordkeeping and

the establishment, maintenance, and evaluation of “disclosure controls and
procedures” as well as “internal control over financial reporting,” as those
terms are defined in the Sarbanes-Oxley Act of 2002. These laws require the
Chief Executive Officer and the Chief Financial Officer to certify, among other
things, the accuracy and completeness of information in the SEC reports and
the effectiveness of disclosure controls and procedures, and that they have
disclosed any fraud that involves management or other employees who have a
significant role in internal control over financial reporting.

PG&E Corporation’s and Pacific Gas and Electric Company’s internal controls
over financial reporting are regularly tested, and if any deficiencies are identified,
the controls are corrected and re-tested until they are effective. While the
Chief Executive Officer and Chief Financial Officer are ultimately responsible
for establishing and maintaining internal controls, the primary burden of
complying with and testing controls falls on all of us. As such, you’re expected
to perform and test controls with due care.

If you have a concern about questionable accounting or auditing matters or

internal controls (collectively, “accounting complaints”), contact the Compliance
and Ethics Helpline. For more information, see the “How to Raise Concerns”
section of this Code.

Look to the Code Connection to find additional guidance on sections of this Code of Conduct. If you have
questions, contact your supervisor or Human Resources representative, or call the Compliance and Ethics 33
Helpline at 888-231-2310.
 Insider Trading
Never make investment decisions about any
equity or debt securities based on material
nonpublic information obtained in the course
of your employment. Information is nonpublic
if it has not been publicly disseminated, and it
is material if there is a substantial likelihood
that a reasonable investor would consider it
important in making an investment decision.
It can also be illegal to disclose (or “tip”) this
information to others who then buy or sell
securities on the basis of the tip. Examples of such information include expansion
plans, major management changes, dividend rates, earnings, mergers and
significant new contracts or projects. Using this information is against PG&E’s
Insider Trading Policy and may violate laws or regulations.

Affiliate Interactions
The California Public Utilities Commission (CPUC) and the Federal Energy
Regulatory Commission (FERC) have implemented affiliate rules to ensure that
resources and assets of the regulated members of the corporate family are not
used to subsidize or give an unfair advantage to our affiliates and subsidiaries.
Failure to comply fully with the rules can result in sanctions, fines or other
serious measures.

For more information, please refer to:

• http://pgeatwork/Compliance/Pages/AffiliateRules.aspx
• http://pgeatwork/Compliance/Pages/FERCSOC.aspx
• The Affiliate Rules and FERC Standards of Conduct Helpline at 415-972-7272

Antitrust Laws
Antitrust laws were established to promote economic competition among
businesses. Activities that limit competition, restrict trade, or otherwise
dominate a market may violate federal or state antitrust laws. Such violations
can expose PG&E and individual employees to criminal penalties, large fines
and civil lawsuits.

To avoid potential problems, follow these rules:

• Don’t fix prices or divide markets with competitors unless the agreement
will be actively supervised and approved by the appropriate regulatory body.
• When attending meetings or social events with competitors or potential
competitors, avoid discussing any of the following information if it’s not
publicly available:
• Prices, pricing policy, contract terms or conditions

Look to the Code Connection to find additional guidance on sections of this Code of Conduct. If you have
34 questions, contact your supervisor or Human Resources representative, or call the Compliance and Ethics
Helpline at 888-231-2310.
 • Costs, inventories, marketing and service plans, market surveys
and studies
• Capacity plans and capabilities, territorial agreements or any other
proprietary or confidential information

• Don’t suggest or imply to any vendor that it must purchase services from
PG&E in order to sell products or services to PG&E.
• Be careful that any negative or critical comments you make about a
competitor are accurate.
• Don’t use PG&E’s size or resources to intimidate or threaten any individual
or organization.

Environmental Laws and Regulations

PG&E is a recognized environmental leader and is committed to conducting
its business in an environmentally sensitive manner. This commitment is
consistent with our values and our Environmental Policy. It also makes good
business sense. Make sure that the decisions you make on behalf of PG&E
reflect this commitment.

For PG&E to be an environmental leader, we

must first comply fully with all environmental
laws and regulations that govern our business.
When appropriate, we seek ways to go beyond
what’s required in how we deliver energy, serve
our customers and manage our operations.

Political Contributions and Gifting

Local, state, federal and foreign government officials shape the legal, legislative
and regulatory environment in which PG&E operates. If you interact with public
officials or candidates for public office, or if you provide gifts or contributions to
such individuals, you must understand the laws that control PG&E’s participation
in the political process.

Government Relations coordinates all contributions and gifts made to public

officials on behalf of PG&E. “Public officials” include any elected official,
candidate, non-elected official, employee or consultant of a federal, state
or local government agency. Don’t make commitments for contributions or
provide gifts, including food and drinks, without advance approval by Government
Relations at [email protected].

Look to the Code Connection to find additional guidance on sections of this Code of Conduct. If you have
questions, contact your supervisor or Human Resources representative, or call the Compliance and Ethics 35
Helpline at 888-231-2310.
 Even buying a cup of coffee for an elected official, giving out squeeze lights or
hard hats, allowing public officials to use a PG&E meeting room or hanging a
banner with a bucket truck can constitute making a gift, subject to reporting
requirements. While some exceptions may apply, federal law generally prohibits
gifts to members of Congress and their staff. Local governments and their
agencies may have additional gift limits or restrictions that can be stricter than
state law.

Q: Is it OK to invite a governmental official, such as a congress-

woman, state legislator, mayor or CPUC commissioner to
speak at a company event?

A: Yes but before you invite a governmental official to attend a

company event you need to obtain approval from an officer or
director with responsibility for Government Relations. If the invitee
is in the midst of a reelection campaign, the company event could be
viewed as support for the campaign. Any food, drink, or transportation
the company provides to the invitee could be considered a gift. In either
case, there would be limits and reporting obligations Government
Relations must monitor.

See the Foreign Corrupt Practices Act section below if you work with foreign
government officials or foreign companies that may be wholly or partially
owned or controlled by foreign governments.

Foreign Corrupt Practices Act

United States companies and their employees and agents doing business
outside the United States must comply with the provisions of the Foreign
Corrupt Practices Act (FCPA). The FCPA prohibits giving or offering anything
of value to a foreign official, inside or outside the United States, to induce the
recipient to misuse his or her official position to obtain or retain business or
secure some improper advantage. “Anything of value” is defined broadly and
includes gifts, money, services, entertainment and meals above certain
limits. A “foreign official” includes any officer, employee, candidate, agent,
representative, official or de facto official of any non-U.S. government,
military, government-owned or affiliated company or political party, or any
public international organization. The prohibition extends to the official’s
friends and family members.

The FCPA also requires accurate records of foreign transactions and related
expenses, as well as reasonable accounting controls so that FCPA issues can’t
be disguised or hidden.

Look to the Code Connection to find additional guidance on sections of this Code of Conduct. If you have
36 questions, contact your supervisor or Human Resources representative, or call the Compliance and Ethics
Helpline at 888-231-2310.
Therefore, contact the Law Department before providing any gift, money,
entertainment, service or other item of value to a foreign official. Also, keep in
mind that simple business courtesies such as meals, entertainment, or travel
may be illegal under the FCPA or the laws of the host country. When doing
business in a foreign country or with a representative of a foreign country,
always maintain detailed records of transactions involving PG&E.

Government Contracts
Government contracts may have special provisions and reporting require-
ments. Be aware of those special provisions and immediately contact the Law
Department if any questions arise. Fraudulent or dishonest acts in fulfilling a
government contract can trigger severe penalties under the False Claims Act,
including fines and jail time.

Copyright Laws
Copyrighted works include, but are not limited to, newsletters, magazine
articles, newspapers, books, videotapes, drawings, musical recordings and
software. Copyright law protects such works even if they do not include a copy-
right notice. If you would like to copy material for distribution at work, make
sure that you have permission from the copyright holder before making copies.
Check PG&E’s Compliance and Ethics intranet site for more information.

Computer software is covered by licensing agreements that typically prohibit

unauthorized use or copying.

• Never make unauthorized copies of software that is licensed to PG&E.

• Never load unlicensed software onto PG&E computer equipment or
download unauthorized software from the Internet.

Look to the Code Connection to find additional guidance on sections of this Code of Conduct. If you have
questions, contact your supervisor or Human Resources representative, or call the Compliance and Ethics 37
Helpline at 888-231-2310.
 Additional Resources
Code Connection
Refer to the Conduct section of PG&E’s online Guidance Document Library
to view the Code Connection, a document that maps sections of this Code to
sources for additional guidance and more detailed information.

Investor Inquiries
Refer portfolio manager and financial analyst inquiries to the Investor
Relations Department at 415-972-7080. Refer individual shareholders and
beneficial owners with questions about shareholder accounts and other
administrative matters to the Corporate Secretary’s Office at 415-267-7070.

Legal or Regulatory Inquiries

Refer inquiries from federal, state or local governmental officials to the
Corporate Affairs Department.

Refer inquiries from federal or state regulatory officials to the Regulatory

Relations Department.

Refer inquiries about legal issues or subpoenas to the Law Department.

Refer any requests for information from law enforcement agencies to the
Law Department and to your local security contact or the Corporate Security
Department.

This document is subject to revision. To see the latest version, click here or go to:

www.pge-corp.com/aboutus/corp_gov/coce.shtml

The information provided and standards set forth in this publication do not
confer contractual rights of any kind on any employee or third party, or create
contractual obligations of any kind for PG&E.

Look to the Code Connection to find additional guidance on sections of this Code of Conduct. If you have
38 questions, contact your supervisor or Human Resources representative, or call the Compliance and Ethics
Helpline at 888-231-2310.
©2013 PG&E Corporation.
All rights reserved.

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