Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
January 12 2024 - 9:00AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For
the month of January, 2024
Commission
File Number: 001-37915
Fortis Inc.
Fortis
Place, Suite 1100
5 Springdale Street
St. John's, Newfoundland and Labrador
Canada, A1E 0E4
(Address
of Principal Executive Office)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ¨ Form 40-F x
EXHIBITS
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
Fortis Inc. (Registrant)
|
Date: January 12, 2024 |
/s/
James R. Reid |
|
By: |
James R. Reid |
|
Title: |
Executive Vice President, Sustainability and Chief Legal
Officer |
Exhibit
99.1
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| 1 FORTIS INC. CODE OF CONDUCT REVISED SEPTEMBER 2021
Code of Conduct
JANUARY 1, 2024
CODE OF CONDUCT |
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| 2 FORTIS INC. CODE OF CONDUCT
3 Message from the President
and Chief Executive Officer
4 Our Purpose and Values
5 Introduction
6 Following the Code
6 Reporting a Concern
7 Making Changes to the Code
7 Waiving an Aspect of the Code
8 Being Your Best
9 Setting the Right Tone
10 Protecting Health, Safety and
the Environment
10 Physical Safety
11 Respect, Inclusion and Diversity
11 Human Rights
12 Respecting Social Justice Principles
13 Health and Wellness
14 Social Responsibility, the Environment
and Sustainability
14 Looking Out for Each Other
15 Acting Responsibly
15 Obeying the Law
15 Complying with Regulations
16 Securities Regulation
16 Avoiding Conflicts of Interest
17 Red Flags to Avoid
18 Insider Trading
19 Anti-Corruption
19 Anti-Bribery
21 Commissions, Fees and Other Payments
21 Gifts and Entertainment
22 Political Engagement and Lobbying
23 Competition and Anti-Trust Legislation
24 Privacy
24 Business Travel and Expenses
25 Outside Employment and Volunteering
25 Serving on Outside Boards
26 Protecting Our Assets
26 Corporate Assets and Opportunities
26 Proprietary and Confidential Information
27 Cybersecurity
28 Artificial Intelligence
28 Communication Devices
32 Keeping Accurate Financial Records
32 Records Management
33 Where To Go for Help
33 Filing a Report
35 What Happens Next
35 We Retain Records
36 Other Fortis Policies and
Related Materials
WHAT’S INSIDE |
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| 3 FORTIS INC. CODE OF CONDUCT
With more than a century in
the utility business, Fortis has
deep roots. We also have an
exciting future as part of the
clean energy transition.
Our customers rely on us to be there for them
every day. We’ve earned their trust by always
demonstrating strong purpose and values
while maintaining an unwavering focus on safe,
reliable and dedicated service.
We always strive to do the right thing and to
act with honesty, integrity and professionalism
in everything we do. We are also committed to
respecting the principles of social justice and
treating all people fairly and equally.
Whether we’re interacting with work colleagues,
industry partners, advisors, regulators, customers
or casual acquaintances, how we conduct
ourselves leaves an impression of who we are
as individuals and as a company. I’m always
impressed by the integrity and dedication of our
people, not just in our own daily work, but also in
our commitment to the communities we serve.
We must remain vigilant in protecting our good
name and reputation.
Respecting Our Code of Conduct
Our code of conduct is our primary reference
guide for ethical and professional behaviour at
Fortis. All of us must respect the code and live by
its standards. Please take the time to read this
important document.
I encourage you to be mindful and aware of
what you observe in your workplace, and to
speak up if you see things that cause you to be
uneasy, uncomfortable or concerned. Our code
is robust but it’s merely a written document.
What really matters is doing the right thing, and
living by the principles expressed in our code
each and every day.
Every year you must acknowledge that you
have read, understand and agree to abide by
the code (you can read more about this on
page 6). I thank everyone throughout the Fortis
organization for your continuing commitment
to the company and the communities we serve,
and to high ethical standards in everything we do.
Sincerely,
David G. Hutchens
President and Chief Executive Officer
MESSAGE FROM THE PRESIDENT
AND CHIEF EXECUTIVE OFFICER |
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| 4 FORTIS INC. CODE OF CONDUCT
Purpose
DELIVERING A CLEANER
ENERGY FUTURE
Values
We never
compromise
on safety
Nothing matters more to
us than protecting the
health and safety of our
employees, customers
and contractors. Our
pursuit of safety is
relentless.
We value
our people
Our employees are
dedicated. We take
pride in working hard
and doing the right
thing. We seek and
develop diverse talent
and offer an inclusive
work environment.
We keep
it local
We believe in local
decision-making. Our
teams understand the
communities we serve.
Our companies operate
independently, but
together as a family of
companies we do more
than any of us could
do alone.
We aim for
excellence
every day
We are energy delivery
experts, dedicated to
service, performance
and growth. We respect
the environment and
drive innovation to
provide energy solutions
for our customers.
We are
community
champions
We make our
communities stronger
by nurturing local
partnerships and giving
back to the places we
proudly serve.
We act with
courage
and
integrity
We make the right
decisions for the long
term, even when it’s a
tough call. We keep our
promises and hold
ourselves to the highest
ethical standards. |
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| 5 FORTIS INC. CODE OF CONDUCT
Integrity and sound policies
and procedures are core to
the way we do things and are
critical to our success.
This code of conduct (the code) sets out the high
standard of conduct we expect of everyone at
Fortis, and the principles and concepts in this
code apply across the entire Fortis organization.
The code applies to Fortis employees, officers and
directors in every country where we do business.
We also expect our vendors, suppliers, contractors,
consultants and other service providers (vendors)
to follow the standards contained in the Fortis
vendor code of conduct.
Everyone in our organization is expected to
comply with the law, rules and regulations that
apply to us, and the requirements and spirit of the
code. We hold ourselves to high standards and
have zero tolerance for unethical conduct or
breaches of integrity..
Always doing the right thing and conducting
yourself with integrity is key. Any interactions you
have with others — our customers, investors,
business partners, potential business partners,
vendors, competitors, government officials,
regulators, the public, fellow employees and other
stakeholders — must be honest, fair, courteous,
respectful and professional.
This code describes appropriate behaviour, but it
doesn’t cover every situation or action you may
encounter. Use the code as a guide and speak to
an internal resource if you have any questions or
aren’t sure about something.
OUR BUSINESS MODEL
Fortis follows a standalone business model where our subsidiaries operate with substantial autonomy.
The general principles and spirit of this code apply universally across the entire Fortis organization. Each
subsidiary adopts its own code which includes core elements of this code, while tailored as required to the
subsidiary’s unique operations and jurisdiction.
INTRODUCTION |
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| 6 FORTIS INC. CODE OF CONDUCT
IN THIS DOCUMENT
• Code means this code of conduct
• We, us, our, Fortis and the company mean Fortis Inc.
• You and your mean everyone who is governed by the code: Fortis employees, officers and directors
• Board means our board of directors
• Executive officer means an executive officer as defined in applicable Canadian and U.S. securities laws — and
includes our Chair of the board, Chief Executive Officer (CEO), Chief Financial Officer (CFO), Chief Legal Officer
(CLO), Vice Presidents in charge of principal business divisions or functions, or someone performing a
policy-making function
• Internal resource means your supervisor, a member of senior management, the CLO or the Director,
Regulatory and Compliance (Compliance Director)
This code refers to other Fortis policies. These are available on our intranet.
ETHICAL DECISION-MAKING FRAMEWORK
If you encounter an ethical issue, ask:
1. Is it legal?
2. Is it consistent with the code?
3. Does it align with Fortis values?
4. Is it in the interests of Fortis?
5. Would I be comfortable if it became public?
If the answer to all five questions is “yes”, it is likely okay. If an answer is unclear, or if you answered “no”
or “maybe” to any question, seek advice from an internal resource.
Following the Code
Following the code and all other Fortis policies,
procedures and guidelines is mandatory.
If you don’t comply, you may face disciplinary
action, which could include losing your job.
You will be asked annually to acknowledge that
you have read the code and understand and
agree to follow it.
We periodically conduct internal audits to
monitor employee compliance with the code
and other policies.
Reporting a Concern
If you have a concern or suspect that someone
is not following the code, you must report it
promptly to an internal resource.
Where other Fortis policies contain their own
specialized reporting procedures, such as under
our respectful workplace policy, those procedures
should be followed first whenever possible. If you
feel more comfortable reporting anonymously,
you can use our EthicsPoint hotline, which is
available through the web and by phone 24
hours a day, seven days a week (see page 34
for details).
We investigate every report we receive and keep
all information confidential following our speak up
policy. There will be no retaliation against anyone
for reporting a concern in good faith. The audit
committee oversees the reporting process set
out in our speak up policy. The committee is also
responsible for making sure we have appropriate
procedures for receiving, retaining and dealing
with all reports related to accounting, internal
controls and auditing matters. |
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| 7 FORTIS INC. CODE OF CONDUCT
Making Changes to the Code
We periodically update our code, with input
from external governance and sustainability
experts. We’ll let you know when we make a
material change to the code.
The code is also reviewed regularly by our
governance and sustainability committee
and changes are approved by the board. This
version of the code was approved in December
2023 and went into effect on January 1, 2024.
You can find an electronic copy on our intranet
and our website (www.fortisinc.com).
Waiving an Aspect of the Code
The board may waive an aspect of the code
in certain circumstances. A request must be
made in writing to the board’s governance
and sustainability committee who will review
the request and make a recommendation to
the board.
We’ll publicly disclose a waiver granted by
the board as required by the laws, rules and
regulations that apply.
ETHICSPOINT HOTLINE
Go online at www.fortisInc.ethicspoint.com.
Or call 1-866-294-5534. See page 34 if
you’re calling from outside Canada or the
United States.
QUESTIONS?
Don’t hesitate to ask if you’re not sure
about something. Speak to an internal resource.
REPORTING CHANNELS
Our values reflect that we act with
courage and integrity and hold ourselves
to the highest ethical standards. If you
have concerns about a possible code
infringement you should report the
matter through one of the following:
• your supervisor
• an executive officer
• a member of senior management
• the Compliance Director
• the CLO
• our EthicsPoint hotline (see page 34
for details) |
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| 8 FORTIS INC. CODE OF CONDUCT
BEING
YOUR BEST
Being your best means
exhibiting your best qualities
as you perform your
day-to-day responsibilities
and interact with others.
At Fortis, we expect you to treat others as you would
like to be treated. Maintaining a high standard of
conduct creates a strong, positive culture that
benefits everyone. We have zero tolerance for
bullying, harassment, discrimination, violence, or
any form of derogatory treatment of others.
As you go about your daily activities at work
and in our communities, you’re expected to:
• follow the rules and do the right thing
• act with honesty and integrity
• look out for the safety and wellbeing of others
• speak up if you see something that doesn’t
seem right, or otherwise concerns you or
makes you feel uncomfortable
• show respect to everyone that you deal
with and treat others in a cooperative and
inclusive manner
• avoid conflicts of interest or other situations
that could compromise your loyalty,
objectivity and judgment
• protect the reputation, assets and
interests of Fortis
• minimize impacts on the environment and
support sustainability in our operations, and
• support communities where we live and operate
QUESTION
I am a new employee and still learning some of the complexities of my job. I
don’t yet entirely understand everything that my department does, but there are
aspects that I just can’t follow, and I am starting to wonder if it’s all by the book.
What should I do?
ANSWER
If you find yourself in a situation where you have concerns about a work-related
matter, you must speak up. While it’s often human nature to be reluctant to
say anything, you should never ignore things that make you uncomfortable. At
first instance, you should bring any such concerns to your supervisor, who has
broad and detailed knowledge about your department’s work and can answer
any questions you may have. However, if you would feel uncomfortable doing
that, you can also speak to a member of senior management, the Compliance
Director or the CLO. All employees should feel free to speak up about any
concerns. There will be no retaliation or repercussions for reporting a concern
in good faith. |
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| 9 FORTIS INC. CODE OF CONDUCT
Setting the Right Tone
Leaders at every level have a responsibility to set the right tone, maintain our culture of integrity and
always model ethical behaviour.
If you’re a leader, four basic principles must always guide your decisions and actions regardless of your
specific role:
Engage
Create an open and welcoming environment for employees to speak up.
Identify
Understand what misconduct may look like and watch out for it.
Escalate
Connect quickly with the right resource if there is a concern or report of potential misconduct.
Ensure
Watch for any signs of retaliation against an employee who has voiced a good faith concern.
BEING HONEST, ETHICAL AND PROFESSIONAL
IN EVERYTHING YOU DO DEMONSTRATES INTEGRITY,
A SHARED COMMITMENT AND ACCOUNTABILITY
TO YOUR COLLEAGUES AND TO FORTIS. |
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| 1 0 FORTIS INC. CODE OF CONDUCT
There is a risk of injury and harm in every
workplace. The utility business is somewhat
unique because the products we deliver to
our customers — electricity and natural gas—
are inherently dangerous if they’re not handled
properly. Also, many employees and contractors
work in remote locations and in extreme weather,
all to make sure that customers receive reliable
service. Employees and contractors are exposed
to these and other dangers every day, and safety
must be “job one” at Fortis. We must be diligent
in following our occupational health and safety
policies and safety protocols to ensure that
we always remain safe.
All safety issues should be reported to your
supervisor or health and safety committee
representative. There will be no retaliation
against anyone for reporting a safety concern
in good faith.
You have the right to work in
a professional, respectful,
inclusive and safe environment
— a place without discrimination,
inappropriate behaviour or
unethical conduct.
Physical Safety
We’re committed to maintaining safe working
conditions for our employees and contractors
that comply with occupational health and safety
laws, meet industry standards and are consistent
with best practices.
SAFE, RESPECTFUL AND DIVERSE
Our occupational health and safety policies set out our standards and protocols for maintaining safe and
healthy working conditions.
We believe our workplace should foster inclusion and diversity. This commitment is reinforced in our inclusion
and diversity commitment statement and board and executive diversity policy.
Our respectful workplace policy sets out our expectations for a workplace that is professional and respectful,
free of harassment, bullying, discrimination, violence, or derogatory treatment of others.
PROTECTING HEALTH, SAFETY
AND THE ENVIRONMENT |
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| 1 1 FORTIS INC. CODE OF CONDUCT
Respect, Inclusion and Diversity
We value and support inclusion and diversity
in the workplace. Our inclusion and diversity
commitment statement confirms our
organization-wide pledge to create a workplace
where all feel welcomed, valued, respected and
empowered to bring their authentic selves to
work. Our board and executive diversity policy
details our philosophy and goals regarding
leadership diversity.
We respect all equal opportunity, human
rights and non-discrimination laws, as well as
occupational health and safety and labour
standards laws.
We have zero tolerance for any kind of
harassment, sexual harassment, physical and
verbal violence, discrimination, retaliation, or any
other form of abusive or inappropriate behaviour
in the workplace.
Anyone who faces inappropriate behaviour can
report it and have it investigated and resolved
under our respectful workplace policy.
Human Rights
Our human rights statement sets out our
expectations regarding the avoidance of all
forms of slavery, forced labour and child labour
in our operations.
We respect workers’ freedom of association, right
to collectively bargain, and right to a fair wage. We
also support the spirit and intent of international
human rights conventions such as the United
Nations’ Universal Declaration of Human Rights
and the International Labour Organization’s
Declaration on Fundamental Principles and Rights
at Work, Freedom of Association and Protection
of the Right to Organize Convention (CO87)
and Right to Organize and Collectively Bargain
Convention (CO98).
Our expectation of respect for human rights
applies equally to employees and our vendors.
In this regard, our vendor code of conduct sets
out our expectations of our vendors, and provides
guidance to our subsidiaries, which are required to
adopt substantially similar policy measures. |
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| 1 2 FORTIS INC. CODE OF CONDUCT
QUESTION
I heard that a new role is being created within Fortis for which I am qualified and have
relevant experience. I’m concerned my age might prevent me from being considered.
ANSWER
If you are interested in a new position for which you are fully qualified, you have a
right to be considered for the role. Candidates will be evaluated based on merit
against objective criteria. Discrimination in relation to employment, including in
hiring and promotions, based on age or any other protected characteristics is
prohibited. Our commitment to fair hiring and promotion practices requires that
all such decisions be free of bias and discrimination.
Respecting Social Justice Principles
We oppose social injustice in all its forms.
Creating meaningful change requires work and
focus. We are committed to doing the work,
driving change and acting with intention.
We have established a diversity, equity and
inclusion framework and an enterprise-wide
advisory council to guide our efforts. We are
listening, learning and identifying barriers to
equity. We have the ability to make a difference,
so we must.
A CULTURE OF EQUALITY
Hiring practices should be non-discriminatory and people should be treated fairly, compensated
appropriately and promoted without discrimination. We strive to treat people equally, without differentiating
based on race, nationality, ethnic origin, Indigenous status, colour, religion, age, gender, marital status, family
status, sexual orientation, identity or expression, political belief, source of income, disability or disfigurement
in our employment practices or hiring of third-party providers. |
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| 1 3 FORTIS INC. CODE OF CONDUCT
QUESTION
A co-worker of mine has asked me out on a date. Although I declined, this
person has repeatedly asked me. What do I do?
ANSWER
Ideally, such situations can be handled in a respectful and professional
manner directly between the individuals, without the need to escalate the
matter further. You should be firm and tell the co-worker that you are not
interested. Once you’ve said no, your co-worker should respect that. If the
unwelcome or harassing behaviour persists you should speak with a supervisor
or file a complaint. Our respectful workplace policy describes the company’s
expectations regarding respecting our fellow employees and sets out complaint
procedures for the investigation and resolution of policy violations.
BE FIT FOR DUTY
Our employee guide sets out our expectations for people at work and attending corporate functions. It includes
the general expectation that employees will come to work “fit for duty” — being reasonably capable of
safely performing the requirements of their job. The guide also confirms our duty as an employer to
reasonably accommodate people who have legitimate medical conditions.
Health and Wellness
We support employee health and wellness. You
should do your best to stay healthy and to be “fit for
duty” during the entire workday so you’re effective
on the job and can avoid anything that can put
your safety, or the safety of others, at risk.
You must advise your supervisor or Human
Resources if you’re taking prescription medication
that could cause impairment, compromise safety
or negatively affect your work performance. |
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| 1 4 FORTIS INC. CODE OF CONDUCT
QUESTION
I thought I would plan an informal social gathering for my department after
work on Friday, but I’m pretty sure that our new hire can’t make it because they
usually pick up their child from day care at 5:30. I guess it’s OK to leave them
off the invitation?
ANSWER
No, it’s best to invite everyone to your group activities, even if some might not be
able to make it. All employees are part of the Fortis team and appreciate being
thought of and included. Always treat others as you would like to be treated
and be considerate of how others might misinterpret an innocent oversight. The
company’s inclusion and diversity commitment statement affirms the importance
of our inclusive culture and fostering a workplace where everybody feels valued
and respected.
Social Responsibility, the
Environment and Sustainability
We consider the impact of our actions on society,
the environment and the communities where we
operate. We seek to make positive contributions to
our communities.
We have established a corporate net-zero direct
greenhouse gas emissions target by 2050, with
incremental direct emission reduction goals of
50% and 75% by 2030 and 2035, respectively,
as compared to 2019 levels. We are committed
to supporting the transition to cleaner energy,
taking action to address climate change, and
maintaining resilient infrastructure. As the energy
transition unfolds, customer affordability and
system reliability will remain key pillars of our values
and long-term business strategy.
We invest in resilient infrastructure and promote
energy efficiency. As an organization, we seek
to use all resources as efficiently as possible.
We act responsibly to protect our neighbours
and the public, and to promote sustainability in
everything we do.
We’re committed to environmental compliance,
stewardship, leadership and accountability.
Whether you work in the field or an office, you
must comply with all environmental requirements
and related corporate policies that apply to you.
Our vendors are also expected to adhere to this
standard. We track, investigate and report on
environmental and other hazards and incidents
and strive for continuous improvement.
Looking Out for Each Other
While we have different roles and responsibilities,
we’re all members of the Fortis organization and
each of us plays an important part in our success.
It’s important to always show mutual respect
and to look out for one another to keep us all
healthy and safe, whether you’re facing physical or
emotional challenges or noticing that one of your
colleagues may be going through a difficult time.
Be there for your colleagues and remember to
treat others as you would like to be treated. |
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You’re responsible for your
behaviour and actions while
you’re at work and when you’re
out in the community.
Obeying the Law
You must conduct Fortis business according
to the law, rules and regulations where we work
and operate. You must never assist anyone to
circumvent the law, evade taxes or commit fraud.
You cannot take unfair advantage of someone,
whether it’s by manipulating them, concealing
information, abusing privileged information,
misrepresenting material facts, or any other unfair
dealing practice. Offering or accepting a bribe
or kickback, or promising or receiving any other
improper benefit to influence a customer, vendor,
public official or any other person, is a serious
offence. All such activity is prohibited, whether
carried out, directly or indirectly. Refer to our
anti-corruption policy and anti-corruption
procedures for more information.
Complying with Regulations
Regulators perform a vital role in safeguarding
the public interest, and we all have a role to play
in meeting our commitments and demonstrating
to regulators that Fortis is a responsible owner of
public utilities. Most aspects of our business are
regulated. This legal framework covers a wide
range of topics, including public utility regulation,
the environment, occupational health and
safety, human rights and non-discrimination,
bribery and corruption, government lobbying
and political contributions, privacy and fair
competition practices.
We have almost continuous interaction with
regulators across our operating jurisdictions.
Maintaining respectful, constructive and
cooperative relationships builds trust, is good
for all our stakeholders and is simply the right
way to conduct business.
ACTING
RESPONSIBLY
FERC
The Federal Energy Regulatory
Commission (FERC) in the United States is
a common regulator of our U.S.
subsidiaries. Our FERC compliance manual
describes our expectation of strict
compliance with FERC regulation. Under the
Fortis standalone business model, each U.S.
subsidiary is responsible for designing and
operating a robust FERC compliance
program for its operations. |
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Securities Regulation
As a public company, we’re also subject to
securities regulations and stock exchange
rules that govern things like offering, selling and
buying securities, and financial reporting.
Securities regulations and stock exchange
rules also govern the disclosure of material
information by public companies and insiders
(see page 18).
Avoiding Conflicts of Interest
It’s your responsibility to always protect our
corporate interests.
That means you must not engage in activity
that could, or could be perceived to, give rise
to a potential conflict between your personal
interests and the interests of Fortis, or that
appears to compromise your ability to act in
an unbiased way. This extends to situations
that involve or relate to the interests of family
members, friends or acquaintances.
You’re required to tell us about any conflict or
perceived conflict of interest. You should inform
an internal resource.
Our insider trading policy and disclosure policy cover specific aspects
of securities regulation. |
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Red Flags to Avoid
Conflicts of interest can take different forms.
Make sure you don’t put yourself in one of these
red flag situations, either directly or indirectly
through family, friends or otherwise.
You must not:
• put yourself in a position where a transaction
with Fortis or a subsidiary could result in a
benefit or interest to you beyond the normal
benefits of your employmentrelationship with us
• put yourself in a position or relationship with
a co-worker which could, or could reasonably
be perceived to, compromise your
objectivity, business judgment or impartiality
• contract with or provide services to Fortis or a
subsidiary outside of your employment with us
• participate in activities or ventures that
compete with Fortis or a subsidiary or that
interfere or appear to interfere with your
duties and responsibilities to our company
• use confidential or material information
about Fortis that is not publicly available for
your benefit or the benefit of others
• have a financial or other interest in any
entity doing business with Fortis (other than
an interest of 1% or less in a publicly traded
entity or an interest held through a mutual
or similar fund where investment decisions
are made at arms length by others)
• approve a loan to an employee, executive
officer or director of Fortis or a subsidiary.
Executive officers and members of the board
are also subject to special conflict rules
under corporate and securities laws.
Specifically, directors and executive officers
are prohibited from accepting, directly or
indirectly, personal loans from Fortis or any
of our subsidiaries
• select, manage or influence a relationship
with a vendor or other business partner if they
employ or are controlled by someone you
have a personal or family connection with
This list does not include every kind of conflict
situation. If you’re not sure about something,
speak to an internal resource.
YOU MUST CONDUCT FORTIS BUSINESS ACCORDING
TO THE LAW, RULES, AND REGULATIONS WHERE WE
WORK AND OPERATE. YOU MUST NEVER ASSIST
ANYONE TO CIRCUMVENT THE LAW, EVADE TAXES
OR COMMIT FRAUD. |
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| 1 8 FORTIS INC. CODE OF CONDUCT
Insider Trading
The value of any public company’s securities
can rise or fall with the release of information —
whether it’s good or bad. Securities laws prohibit
anyone from:
• trading on material information about a
public company before it has been generally
disclosed (called insider trading)
• intentionally or unintentionally passing
material information to someone before it has
been generally disclosed (called tipping)
Insider trading and tipping give an investor an
unfair advantage over other investors because
the material information has not yet been
shared publicly and the market has not had
time to absorb it. Insider trading and tipping are
both serious offenses. You are not allowed to
trade in Fortis securities if you:
• have material information about Fortis that
hasn’t been publicly disclosed and absorbed
by the market
• are an insider (see below) and are subject to
a trading blackout period
• have been notified by the Legal Department
that you cannot trade in Fortis securities or
securities of any other public company
You are also not allowed to trade another public
company’s securities if you acquire material
information about that other company that
hasn’t been generally disclosed.
Note that if you have material information
about Fortis that has not been generally
disclosed, you may still be permitted to buy
Fortis shares under our Employee Share
Purchase Plan as share purchases occur at
pre-arranged times and you have no direct
control over discrete trading transactions.
As a general rule, you should always refer to
our insider trading policy before trading in
Fortis securities and consult the CLO if you
have any questions.
ABOUT INSIDERS
Directors and officers of Fortis and our subsidiaries, and others depending on their role and responsibilities
in the organization or their ownership of or control or direction over Fortis securities, are designated
insiders by the Legal Department according to securities regulations. If you’re an insider, you will receive
information from the Legal Department about when you can trade and the pre-approval process for
trading Fortis securities. Certain directors and officers in the Fortis organization are also deemed reporting
insiders under securities regulations and must publicly report their trades. If you have questions about the
insider trading policy, what constitutes material information, insider reporting or insider trading generally,
speak to the CLO.
ABOUT MATERIAL INFORMATION
Material information is any information relating to the business and affairs of Fortis that results in, or
would reasonably be expected to result in, a significant change in the market price or value of any of our
securities, and includes any information that a reasonable investor would consider important in making
a decision about investing in Fortis securities. Our insider trading policy and disclosure policy contain
examples of material information. |
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| 1 9 FORTIS INC. CODE OF CONDUCT
Anti-Corruption
Many countries have legislation to combat
corruption. Generally, these laws prohibit the
offering of any kind of benefit or inducement
to public officials (or private counterparties)
to obtain an improper business advantage
or concession and require the keeping of
complete and accurate business records.
Our international operations must be conducted
according to applicable anti-corruption
legislation, including where carried out by third
party representatives. Any breaches of these
laws can result in severe penalties, including
fines and imprisonment. Employees most likely
to encounter corruption risk receive anti-corruption training. If you have questions about
this topic, please consult our anti-corruption
policy and anti-corruption procedures or speak
to an internal resource
Anti-Bribery
Any form of bribery or similar unethical business
practices are strictly prohibited. We have
administrative procedures and controls that
help us manage and record transactions that
are susceptible to fraud or abuse, and to
mitigate the risk of corruption generally.
You must conduct due diligence before you
hire a new third-party agent to act for us in a
new jurisdiction, and make sure that the agent
is familiar with, and will comply with, local law
as well as our anti-corruption policies, or their
own if they’re substantially similar to ours.
Our disclosure policy describes
procedures for approving and publicly
disclosing material information about Fortis.
Public communications regarding Fortis,
including responding to inquiries from
external parties, may only occur through our
designated spokespersons.
Our insider trading policy supplements
the terms of this code and applicable laws
and provides more details about trading
restrictions that apply to you and your
family members.
QUESTION
I usually buy some Fortis shares with my annual bonus. I am currently helping
with a major disclosure filing that contains significant new information about
Fortis. Can I go ahead and buy the shares anyway?
ANSWER
You must not trade in Fortis securities if you have material information about
Fortis that has not been generally disclosed. Even if you’re not normally
considered an “insider” under our insider trading policy, the very fact that you
possess material information precludes you from trading. If you have questions
about when you can or cannot trade, speak to the CLO. You may also refer to our
insider trading policy for more guidance on this topic. |
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| 2 0 FORTIS INC. CODE OF CONDUCT
PROPER RECORD KEEPING
We keep accurate business records of our transactions and activities as a good business practice and to
satisfy anti-corruption laws. Our Communications Department is responsible for maintaining written records
of corporate gifts, charitable donations, political contributions and lobbying activities.
QUESTION
A third-party service provider invited me to attend a virtual session to introduce
me to their service offerings in exchange for a bundle of expensive swag. I’m not
yet sure if we will engage the third party for any services. Can I accept the gift?
ANSWER
The best course of action would be to decline this gift. While accepting it would
not bind Fortis to any commitment, this party is offering you this substantial gift
to try to obtain business from Fortis. Ask yourself whether accepting the gift could
be seen as compromising our impartiality in evaluating this service provider?
Our good corporate reputation is supported by our unwavering commitment
to integrity and ethical business conduct and could be jeopardized by even the
mere perception of inappropriate behaviour. You must always be conscious of
how your actions may be perceived by others, and act accordingly. When in
doubt, consult the Compliance Director or CLO. |
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Commissions, Fees and Other
Payments
All commissions, fees or other payments
you make to third parties acting for Fortis
must reflect sound business practices and
the reasonable value of the services or
products provided. Invoices must be reviewed
and approved by employees who are
knowledgeable of, and responsible for, the
services or products being provided.
Gifts and Entertainment
You cannot give or receive a gift or benefit of any
kind when conducting business on behalf of Fortis
if it might be perceived that an obligation has
been created or a favour or special treatment is
expected. Lavish gifts and entertainment and gifts
of cash and cash equivalents are strictly prohibited.
You can give gifts or promotional items if they’re
reasonable and have modest value and are given
infrequently and in an open and transparent way.
For guidance regarding gifts and entertainment,
you should consult the Communications
Department and our anti-corruption procedures.
NO CORRUPT PRACTICES
Our anti-corruption policy governs dealings
with foreign and domestic public officials as
well as individuals and non-governmental
and commercial entities that Fortis does
or proposes to do business with. The policy
contains guiding principles covering such
things as:
· bribery and improper payments
· facilitation payments
· lobbying
· gifts (including meals & entertainment)
· books, records and internal controls
Our anti-corruption procedures also
provide practical advice on how to be
vigilant in spotting potential issues that
could arise while performing your duties.
ANTI-MONEY LAUNDERING
Many jurisdictions have anti-money
laundering laws which primarily seek to
intercept the movement of proceeds of
crime. These laws create obligations regard-ing tracking and reporting certain financial
transactions, such as large cash
or virtual currency payments. Any
unusual transactions of this nature should
be flagged and reported to the Director,
Internal Audit.
CONTRACTS,
EMPLOYMENT AND
INTERNSHIP OFFERS
The hiring of a contractor, or an offer of
employment or internship should never be
made to exert influence or in exchange for a
benefit or concession.
If you’re considering hiring someone who
is known to be related to a public official or
a party that we do or propose to do business
with, it’s especially important to follow our
review and approval process. If you have
questions about contracting, employment
or internship offers, speak to the
Compliance Director or the CLO. |
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Political Engagement and Lobbying
People who live in places that value and protect democratic rights are fortunate.
We support organizations that advocate on a variety of subjects, ranging from national trade
associations to small community groups. While advocacy and lobbying are core activities for some of
these organizations, others only have infrequent and casual involvement. Generally, the objectives of
these activities are to advance the interests of our company, the utility sector or the communities we
serve. When contributing to such organizations, we try to ensure alignment with our corporate values and
policies, including acting ethically, with honesty and integrity, and supporting our local communities and
the clean energy transition. We annually disclose our contributions to trade and political organizations
and other groups that may engage in lobbying. Fortis does not knowingly support any organizations
whose views are materially misaligned with our values and policies.
While we recognize the importance of supporting the democratic process, no contribution to a political
party, organization or candidate for public office on behalf of Fortis is permitted unless it is allowed by
law, authorized by the CEO or CFO, and coordinated through the Communications Department.
Most jurisdictions have laws that regulate lobbying activity directed towards public officials. If you or a
third party you hire engages in lobbying, you or they may be required to register under a public lobbyist
registry and file periodic reports detailing the lobbying activities. The Communications Department
monitors lobbying activity by Fortis, and together with the Compliance Director, manages compliance
with lobbying laws.
Our political engagement policy governs our involvement in and disclosure of political
advocacy activities, as well as our political contributions in the province of Newfoundland and
Labrador according to local law. The Communications Department coordinates all political
contributions made by or on behalf of Fortis.
QUESTION
I’ve been preparing materials for an upcoming meeting with a government
minister. Is there anything I should be doing to make sure this is all by the book?
ANSWER
Yes. Even preparing for a meeting with a government official could count
as “lobbying”, so you should report this activity to the Communications
Department. Most jurisdictions require registration and filing of periodic
reports when an organization’s lobbying activities meet prescribed thresholds.
Therefore, all lobbying-related activities must be immediately reported to the
Communications Department, which monitors and keeps records of our lobbying
activity to ensure compliance. Questions regarding lobbying regulation should
be directed to the Communications Department or the Compliance Director. |
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Competition and Anti-Trust
Legislation
You must comply with all applicable Canadian
and foreign competition laws to ensure fairness,
transparency and fair play in our commercial
activities. This includes “antitrust” legislation in
the United States.
Actions such as entering agreements with others
to allocate markets or customers, or to control
or manipulate prices or rates, the boycotting
of certain suppliers or customers or exclusive
dealing, bid-rigging, misleading advertising,
price discrimination and the abuse of dominant
market position, are prohibited. We must be
vigilant to avoid such activities, including when
participating in trade associations.
If you’re not sure if there’s a potential issue with
competition law related to a specific business
activity, speak to the CLO.
QUESTION
I dread eating my lunch in the lunchroom because one of my co-workers is
always badmouthing the government and trying to get others to back her
favourite political party. I used to look forward to a relaxing lunch break, but this
is taking the joy out of my quiet time. Is this allowed?
ANSWER
No. Our code and political engagement policy prohibit the politicization of the
workplace. Employees may not engage in promoting any political party or
candidate in the workplace or seek to pressure or influence co-workers to vote
for any political party or candidate. If any such behaviour is observed in the
workplace, you should contact an internal resource.
EMPLOYEE POLITICAL
ACTIVITY
You aren’t allowed to campaign for or
promote any political party or candidate
in the workplace or try to directly or
indirectly influence co-workers to support
a political cause, party or candidate. You
must not use your Fortis position, office or
property for any political activity or
donation, or in any way where such an
association could be reasonably inferred.
If you know of any such activities, you
should report it (see page 34).
If you plan to seek an elected or appointed
government position, you must first advise
the CLO. If you engage in political activities,
you must make clear that your views are
your own, and not those of Fortis. |
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Privacy
Fortis and its subsidiaries may possess personal
information relating to employees, customers
and other individuals. This information may
include their name, home address, phone
number, email address, date of birth, social
insurance number, credit card information, etc.
Privacy laws generally set out rules regarding
the purposes for which personal information can
be collected, how personal information must
be managed, individuals’ rights to know how
their personal information is used, and when this
information must be deleted. Some jurisdictions
also have mandatory breach notification
requirements that may apply in instances of
unauthorized access to personal information.
Our privacy policy provides guidance on the
proper handling of personal information.
To the extent that consent to collecting, using
or disclosing personal information is required
by law, we will assume, unless we are advised
otherwise, that you have consented to Fortis
collecting, using and disclosing personal
information in the way and for the purposes
stated in our privacy policy and as allowed
under privacy laws.
Business Travel and Expenses
Depending on your role, you may need to travel
or incur expenses on behalf of Fortis. Generally,
business travel should be arranged through our
designated travel management agency, and
business expenses should be paid using a Fortis
corporate credit card. These cards are generally
issued to designated employees who travel
frequently or otherwise regularly incur corporate
expenses in connection with their work.
Corporate credit cards should not be used for
cash advances or personal, family or household
expenses. You’re responsible for making sure
your expenses are appropriate and in keeping
with our policies. Your supervisor is responsible
for approving your expenses.
TRAVEL POLICY
Our travel policy sets out guidelines for business travel, including air travel, accommodations, ground
transportation, meals and other expenses, and provides that business travel expenses should be paid
using a corporate credit card. |
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Outside Employment and
Volunteering
Volunteering and supporting the communities
we serve is one of our core values, and we
encourage everyone to volunteer in the
community. However, your outside interests
must not adversely affect your performance or
objectivity at work.
You can pursue outside interests, like working in
a part-time or off-hours job. However,
consulting with, working for, or volunteering with
a person or entity that Fortis has a current or
potential business relationship with can give rise
to a real or perceived conflict of interest, and
must be avoided.
Contributing corporate time or resources
to community or charitable service must
be approved by a member of senior
management and coordinated through the
Communications Department.
Serving on Outside Boards
If you want to serve on the board of directors
or governing body of a for-profit enterprise or
government agency, you need approval before
you accept the position:
Employees
Must receive approval from the CEO.
Executive Officers
Must consult with the CEO and the Chair of the
board and receive approval from the Chair.
Directors
Must consult with the CEO and the Chair of the
board and receive approval from the Chair.
Chair of the Board
Must consult with the CEO and the chair of the
governance and sustainability committee and
receive approval from the committee chair. See
also the board of directors governance guidelines
for information about directors serving on other
public company boards.
You can serve on the board or governing body of
a non-profit organization without receiving prior
approval from a member of senior management
if the appointment does not create an actual or
perceived conflict of interest with Fortis.
COMMUNITY SUPPORT
Fortis contributes to different charitable organizations as part of our commitment to communities.
Donation requests must be approved by the Communications Department, even if the donation is to
an organization you’re not associated with. This makes sure we’re objective in evaluating, authorizing,
processing and documenting all donation requests, and that we can avoid potential for fraud, abuse or
a perceived conflict of interest.
The Communications Department administers this program and records all requests. See our
anti-corruption policy and anti-corruption procedures on our intranet for more information. |
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it’s not attached to the main contract, unless
you’ve received advice or approval from the
Legal Department.
Proprietary and Confidential
Information
You may handle information that’s confidential
to Fortis or create a work product that belongs
to us. You must not share this information, or any
other confidential or proprietary information about
Fortis or a person or organization that we have
a current or potential business relationship with
any person or entity, during or after your service
with Fortis.
The only exceptions are if:
• it’s in the necessary course of Fortis business
• it’s authorized under a non-disclosure
agreement that’s been approved by the
Legal Department
• you’ve received written authorization from
a member of senior management
• it’s required by law, as determined after
consulting with the Legal Department
You must tell us about any invention, improvement,
concept, trademark or design you’ve prepared or
developed during your employment or association
with Fortis and agree that we’re the exclusive
owner of the property.
When your employment or association with
Fortis ends, you must return all proprietary and
confidential information to us.
You must always protect our
assets, including corporate
property, information and
hardware.
Corporate Assets and Opportunities
You have a personal responsibility to protect our
tangible assets (like our equipment and facilities),
and intangible assets (such as corporate
opportunities, intellectual property, trade secrets
and business information, including information
assets such as emails, memos, accounting records,
invoices and contracts) from misuse
or theft. You must comply with internal policies
and procedures concerning information security.
You cannot obtain, use or divert Fortis property
for personal use or benefit, or use the Fortis
name or purchasing power for personal benefit.
For example, you can’t:
• use our property, information or position
for personal gain
• take corporate opportunities for yourself that
you discover through your position with the
company or through the use of corporate
property or information
• compete with Fortis. You owe a duty to Fortis
to advance our interests if an opportunity arises
All contracts involving Fortis must be in writing
and approved by the Legal Department. You
should not accept a side or comfort letter if
PROTECTING
OUR ASSETS |
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ABOUT CONFIDENTIAL INFORMATION
Confidential information means all information that’s confidential, proprietary and not public, in any format
(including written, oral, visual, electronic or otherwise), that belongs to Fortis or arises from a relationship
with Fortis.
It includes the following, among other things:
· information about employees, customers and vendors
· business plans, budgets, strategies, projections, reports and analyses
· operational data and reports (including materials relating to operating performance measures,
processes and training activities)
· financial and tax data and analyses
· legal and contractual matters, including privileged information that is prepared by or shared with
counsel in providing legal advice or preparing for actual or possible litigation, and draft regulatory filings
Confidential information does not include information that is or becomes:
· generally available to the public (unless through unauthorized disclosure)
· available from a source other than Fortis (if the source was not prohibited from disclosing the information)
If you’re not sure if something is confidential, do not disclose it without speaking to an internal resource.
PROTECTING CONFIDENTIALITY
You must comply with the confidentiality provisions of our disclosure policy and any similar policy established by
a Fortis subsidiary to the extent it applies to your activities.
Follow these best practices:
· Keep confidential information in a safe place with access limited to those who “need to know”
· Use code names for confidential projects
· Don’t discuss confidential information where it may be overheard, such as in elevators, hallways, restaurants,
cafes, bars, airports, airplanes, trains, buses or taxis
· Don’t print unnecessary copies and retrieve confidential information from printers immediately after printing
· Only transmit confidential information electronically where it can be done securely (e.g., not over public Wi-Fi)
· Promptly remove confidential information from the room after meetings and destroy if no longer required
All Fortis assets must be used lawfully in furthering our corporate objectives.
Cybersecurity
Many of our operations, assets and communications are controlled electronically or are in electronic
form. This raises cybersecurity threats that must be mitigated through sound data security policies and
practices. Our IT Department (and the IT and operating technology (OT) departments of our subsidiaries)
provides guidance on identifying and avoiding cybersecurity threats that can occur in our daily work.
Security is a shared responsibility and we all must remain attentive and vigilant at all times to safeguard
our organization.
Our cybersecurity policy and technology acceptable use policy provide guidance on cybersecurity best
practices and how to identify and minimize potential risks. |
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Artificial Intelligence
The availability and use of generative artificial intelligence (Generative AI) platforms have grown rapidly.
Such products can benefit our business, but also bring risk. Our cybersecurity policy and technology
acceptable use policy set out our expectations for managing the use of Generative AI, including
considerations regarding appropriate uses, protecting confidentiality and intellectual property rights,
and vetting and clearly identifying content produced using Generative AI.
Communication Devices
Communication resources like phone systems, computers, fax machines and mobile devices are owned
by Fortis and are to be used for business purposes only.
Take appropriate security precautions when using these resources to transmit or receive confidential,
sensitive or proprietary information. The technology acceptable use policy provides helpful advice about
how to safeguard electronic communication devices and maintain security over confidential information
while traveling.
Personal devices and third-party messaging apps must not be used for work-related communications –
all such communications must be conducted using company-issued communication devices.
You must not use our communication devices for improper or illegal activities, such as the communication
of defamatory, pornographic, obscene or demeaning material, hate literature, inappropriate blogging,
gambling, copyright infringement, harassment or obtaining illegal software or files.
We monitor our communication resources for improper use and security purposes and audit them as part
of our network management. Therefore, you should have no expectation of privacy where company-issued
communication devices, such as smart phones, are used for incidental personal use. See our technology
acceptable use policy for more information.
QUESTION
When I ask ChatGPT to write a Scope of Work for me for a new contract with a
service provider, it does a great job and all I have to do is input is some basic
information about the service being provided, payment terms and party contact
information. Is this OK?
ANSWER
No. Generative AI platforms like ChatGPT generally take the information that you
upload, add it to the tool’s data base and generate new content through machine
learning. However, you may lose rights to or control over the information that you
upload. Therefore, one should not upload confidential, proprietary, or personal
information, or company-specific or identifying information into an AI platform
without first consulting the IT Department, as recommended in the technology
acceptable use policy. Furthermore, where this activity involves Fortis potentially
entering into a new service contract, the Legal Department must be engaged to
oversee the drafting and approval process. |
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QUESTION
My friends use SnapChat to communicate all the time, and we really like it. I know
that some of my co-workers are familiar with the app as well. Is it OK to use this
app to communicate with my co-workers?
ANSWER
While messaging apps such as SnapChat are fine to use when chatting with your
friends outside of work, they should never be used for business purposes. Any
communications that pertain to work or contain information that may be relevant
to our business should be conducted using official corporate communications
channels. The use of “ephemeral” messaging apps, which erase communications
immediately or after a short period of time, could expose our company to risk, both
from a records management and e-discovery perspective, and must not be used
for official business purposes. The IT Department should be consulted if you have
questions about which apps are permitted to be installed on corporate devices.
WE ALLOW INCIDENTAL PERSONAL USE OF OUR
COMMUNICATIONS RESOURCES IF IT DOES NOT
NEGATIVELY AFFECT PRODUCTIVITY, COMPROMISE
SYSTEM CAPACITY OR SECURITY OR CONTRAVENE
THE LAW OR ANY FORTIS POLICY. |
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EXTERNAL COMMUNICATIONS
Our disclosure policy designates authorized spokespersons to address inquiries from financial analysts,
investors and the media. You must direct any inquiry you receive from the financial and investment
communities or the media to an authorized spokesperson, which includes our CEO, CFO, CLO, Vice
President, Investor Relations or Vice President, Communications.
QUESTION
I travel and work from home quite a lot and rely on my ability to work remotely
using my laptop or tablet. Are there any things I should do to ensure confidential
information is protected?
ANSWER
Yes. Our Information Technology department has developed a technology
acceptable use policy which provides advice on how best to secure your Fortis-issued communication and computing devices and the confidential information
that is stored on them. Cyber risks are a growing and evolving security threat, with
bad actors constantly seeking ways to access personal and business-sensitive
information and disrupt business operations. Our IT Department monitors and
takes active measures to counter these threats. You should follow all security
directives and recommendations issued by the IT Department, including reviewing
the technology acceptable use policy and following its recommendations. Some
best practices for remote work include ensuring that your work location is secure
for company-owned technology resources, confidential materials are not left
where others could read them, discussions during virtual meetings cannot be
overheard by others, and Wi-Fi networks are secure. |
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SOCIAL MEDIA
Social media includes websites and services where users can share information, ideas and opinions
online. The Communications Department oversees Fortis-owned social media sites. While it is perfectly
fine for employees to “like” or “share” social media postings by Fortis, employees must use personal social
media sites responsibly, with special attention to postings that could reflect negatively upon or be
attributed to Fortis. You should follow these guidelines when using social media:
• don’t engage in discussions about Fortis, competitors or the utility industry
• don’t disclose confidential or material information about Fortis
• don’t speak for Fortis unless you’re an authorized spokesperson acting in that capacity
• don’t include the Fortis name, logo or brand in your social media or content, except for example in
your bio information on professional networking sites
• respect others and avoid disparaging, harassing, “trolling” or illicit language
• if your post could be seen as speaking for Fortis, add a disclaimer that it is your personal view only
See our disclosure policy for more information.
QUESTION
Some of my friends are quite active on social media and go so far as to post
comments about their employer and its competitors. Does that seem appropriate?
ANSWER
It depends. “Liking” or “sharing” Fortis postings or celebrating Fortis or co-worker
achievements is perfectly fine. However, as a publicly traded company, we are
subject to strict rules that govern how information about the company is shared
with the public, and we have designated spokespersons whose job it is to speak
for our company. Therefore, employees should avoid discussion of work-related
matters in their online activities. Employees are also strongly discouraged from
publicly commenting on competitors or the utility industry as such comments
could be attributed to Fortis. Our disclosure policy provides more information
on our designated spokespersons and employee use of social media and other
modes of electronic communications. Additional guidance may be sought from
the Compliance Director. |
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| 3 2 FORTIS INC. CODE OF CONDUCT
Keeping Accurate Financial Records
We always expect compliance with generally accepted accounting principles and internal controls. All Fortis
books of account, records and other documents must accurately account for and report all assets, liabilities
and transactions.
You must not:
• cause our accounting and financial books orrecords to be incorrect or misleading in any way
• participate or assist in concealing an improper transaction
• delay the prompt or correct recording of disbursements
• hinder or fail to cooperate in resolving issues identified in internal or external audit reports
• conceal knowledge of any untrue, misleading or inaccurate statement or record, whether it was made
intentionally or unintentionally
• conceal a transaction that does not seem to serve a legitimate commercial purpose
or fail to bring it to the attention of appropriate supervisors.
If you have any concerns or complaints regarding questionable accounting or auditing matters, you should
follow the guidelines in our speak up policy, including promptly reporting the concern or complaint according
to the procedures set out in that policy (see page 34).
Records Management
Effective records management facilitates operational efficiencies and business continuity while mitigating
litigation and other risks. Legislation also prescribes minimum retention periods for certain business records.
Our records management policy and records retention schedule set out best practices for managing our
business records and set minimum retention periods for certain records. Our business records must be
managed consistent with these policies. |
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| 3 3 FORTIS INC. CODE OF CONDUCT
Following the code is mandatory.
It’s your responsibility to speak
up or ask for help if you’re not
sure about something.
It’s also your responsibility to report a concern if you
believe someone is not following the code, any other
Fortis policy or applicable laws, or if you observe what
appears to be accounting or auditing irregularities.
Filing a Report
You can report an incident personally or file a report
anonymously by using our EthicsPoint hotline. The
service is available 24 hours a day, seven days a week
(see page 34).
We investigate all reports and keep all information
confidential to the extent permitted by law and
feasible in connection with the investigation and
resolution of the matter. Make sure you provide
enough information or evidence to substantiate
your report and allow for a proper investigation.
Where other Fortis policies contain their own
specialized reporting procedures, such as under
the respectful workplace policy, those procedures
should first be followed whenever possible.
Incidents reported through the EthicsPoint hotline
may also be re-directed through the specialized
reporting procedures under other Fortis policies
if it is more appropriate.
WHERE TO
GO FOR HELP
ALWAYS ACT IN GOOD FAITH
There are no repercussions for filing a report or assisting with an investigation if you have reasonable
grounds and you act in good faith.
Filing a report in bad faith — with malicious intent, or when you know it’s not true — is a serious matter
and will lead to disciplinary action, which could include losing your job.
Nothing in this code restricts your ability to make a good faith report to a government or regulatory
authority with respect to unlawful conduct.
Fortis will also not permit any form of retaliation against individuals for assisting with an investigation by
providing information or otherwise.
For more information on reporting misconduct, see our speak up policy. |
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| 3 4 FORTIS INC. CODE OF CONDUCT
FILE A REPORT PERSONALLY
Go to your supervisor or speak to an executive officer, a member of senior management or the CLO to report an
actual, potential or suspected violation.
If you do not feel comfortable reporting the incident to your supervisor, or any other member of senior
management, you may report the incident to the Director, Internal Audit (who the board has designated as the
Administrator and an Investigator under the speak up policy) or the chair of the audit committee.
Karen Wade Maura Clark
Director, Internal Audit Chair, Audit Committee
709-737-2910 709-737-5432
kwade@fortisinc.com mclark@fortisinc.com
FILE A REPORT ANONYMOUSLY
If you do not feel comfortable reporting the incident personally, you can use our EthicsPoint hotline to file a
report anonymously. Although you can submit an anonymous report through EthicsPoint, anyone making an
anonymous report should be aware that maintaining anonymity could hinder an effective investigation of the
incident. As a practical matter, it is also possible that the anonymity of a person who makes an anonymous
report may become known during the investigation or resolution of the incident or may become subject to
legal disclosure requirements. We therefore encourage you to only report on an anonymous basis where
absolutely necessary due to the inherent difficulty in properly investigating, following up on and resolving
anonymously reported incidents.
We use NAVEX, a third party that provides confidential, anonymous reporting services 24 hours a day, seven
days a week:
ONLINE
Go to FortisInc.ethicspoint.com
PHONE
Canada and the United States
Toll Free — 1-866-294-5534
All other countries
Cayman Islands — 1-800-225-5288
Turks and Caicos — 1-800-225-5288
Belize — From an outside line, place an operator-assisted collect call to the United States to 866-294-5534 |
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| 3 5 FORTIS INC. CODE OF CONDUCT
What Happens Next
Reports are forwarded to the Director, Internal
Audit, chair of the audit committee and CLO, and
you will receive an acknowledgment within five
business days.
The acknowledgment will contain a unique
code called a report key. Write down your report
key and password and keep them in a safe
place. Be sure to check frequently on the status
of your report through EthicsPoint because there
may be follow-up questions or information
requests that require your response.
An Investigator will be assigned based on the
nature of the report and the skills required
to investigate each incident promptly and
independently. Information will be kept
confidential to the extent permissible by law
and feasible to allow a proper investigation and
resolution, and the Investigator will always try to
protect the identity of the persons involved. All
incidents relating to questionable accounting or
auditing matters will be investigated under the
supervision of the audit committee.
An Investigator may involve management in
the investigation as deemed appropriate. An
Investigator may also authorize an independent
investigation or engage external consultants or
advisors to assist in the investigation. The process
can also lead to an external investigation or
proceedings with a government or regulatory
authority. Employees are expected to cooperate
with and render assistance to investigators in a
forthright and timely manner.
We’ll communicate the status and, where
possible, outcome of an investigation as timely
as possible and will contact you directly if you
identified yourself when filing the report.
If you filed the report anonymously, you can
receive an update using the method you used to
make the report. Go on the EthicsPoint website or
call the toll-free number in your area (see page
34) and use your report key and password to
receive the update.
We Retain Records
All records relating to an incident are the
property of Fortis. We retain records:
• to comply with applicable laws and our
document retention policies
• subject to safeguards that ensure
confidentiality and, when applicable, the
anonymity of the report
• to maximize their usefulness to our
compliance program |
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| 3 6 FORTIS INC. CODE OF CONDUCT
This code references other important
governance policies at Fortis. You can find this
code and the following policies and documents
on our intranet or you can ask the Legal
Department for a copy:
• Anti-corruption policy
• Anti-corruption procedures
• Authorizations policy
• Board and executive diversity policy
• Compliance and ethics program manual
• Cybersecurity policy
• Disclosure policy
• Employee guide
• FERC compliance manual
• Human rights statement
• Inclusion and diversity commitment
statement
• Insider trading policy
• Occupational health and safety policies
• Policy on reporting allegations of suspected
improper conduct and wrongdoing
(speak up policy)
• Political engagement policy
• Privacy policy
• Records management policy
• Records retention schedule
• Respectful workplace policy
• Technology acceptable use policy
• Travel policy
• Vendor code of conduct
OTHER FORTIS POLICIES
AND RELATED MATERIALS |
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| 3 7 FORTIS INC. CODE OF CONDUCT |
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