Exhibit
14
SOUTH
JERSEY INDUSTRIES CODE OF ETHICS
TABLE
OF
CONTENTS
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I.
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Policy
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2
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II.
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Responsibility
& Penalties for Non-Compliance
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2
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III.
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Specific
Areas of Policy Statement
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2-6
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IV.
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Guidelines
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6
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V.
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Reporting
of Violations
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6-8
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VI.
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Distribution
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8
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SOUTH
JERSEY INDUSTRIES CODE OF ETHICS
I.
Policy
It
is the policy of South Jersey Industries and all of its subsidiary companies
(hereinafter
the “Company”) to require its Board of Directors and employees to devote
their loyalties to the interest of the Company and to keep themselves free
of
any influences that might conflict or create an appearance or perception of
conflict with their obligations to represent the best interests of the Company
at all times.
II.
Responsibility &
Penalties for Non-Compliance
It
is the
responsibility of every Director and employee of the Company to understand
and
comply with this policy. Appropriate disciplinary action will be
taken against anyone who violates and/or condones any violation of this
policy. It is the
responsibility of all management to ensure that their employees are in
compliance. The Human Resources Department is responsible for the
overall administration of this policy and for policy
interpretation.
III.
Specific Areas of
Policy Statement
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§
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Procurement
Activities
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The
highest standards of personal conduct and business ethics are required
of
each person directly involved in procurement activities, as well
as those
who are in a position to influence procurement decisions or relationships.
In the procurement of equipment, supplies and services, no supplier
may be
given improper information, preference or advantage over others.
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§
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Conflict
of Interest
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No
Director or employee shall engage in business transactions or professional
activity or have a financial or other private interest, which is
in
conflict with the proper discharge of his/her position. A conflict
of
interest arises when a personal dealing or interest conflicts with
the
Company's interests.
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§
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Safety
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The
Company is charged with providing safe service to the public and/or
customers. If an employee fails to correct a known hazard or to notify
supervision of a known hazard which exposes the public, customers
and/or
employees to harm, the employee is in violation of this policy. Employees
are responsible to observe and report safety problems, establish
warnings
to keep others safe and correct unsafe conditions.
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2
SOUTH
JERSEY INDUSTRIES CODE OF ETHICS
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§
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Company
Information
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Company
information may take many forms - physical records, electronic data
or
personal knowledge - and can include financial, technical, strategic
and
other records of a confidential or proprietary nature. Such information
is
a valuable corporate asset that must never be used for personal gain
or
given to others for their use. Disclosure of such proprietary information
by any Director or employee is strictly prohibited, unless there
is an
identified and valid business need, where executive authorization
has been
properly secured.
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§
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Company
Property and Funds
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Every
Director and employee is responsible for safeguarding Company property
and
funds to prevent their abuse, unauthorized personal use, loss or
theft.
Company property includes facilities, equipment, supplies, tools,
vehicles, funds, telephone and computer lines and services and other
assets that are intended for conducting Company business. Users of
the
network system may be monitored to ensure compliance. (Refer to Operating
Procedure A6.2, Procedures for Corporate Personal Computing)
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§
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Acceptance
or Solicitation of Things of Value
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Business
decisions must be made objectively; solely on the basis of quality,
service, price and similar competitive factors.
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Gifts
other than those of a nominal value that are received by a Director
or
employee shall be returned to the donor, accompanied with an explanation
about this policy.
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Meals
and other social events, the main purpose of which is to establish
and
maintain necessary business relationships, are considered legitimate
business expenses. Directors and employees may also accept business
meals
and entertainment as long as the business purpose is valid. Directors
and
employees shall decline any offers of lavish business meals or
entertainment, or any offers that could be interpreted or appear
as having
been offered with the intent of influencing the individual’s business
judgment.
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§
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Legislative
and Regulatory Compliance
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All
businesses and public utilities in particular are subject to many
federal,
state and local laws and regulations. All Directors and employees
shall
uphold the laws and applicable regulations and never knowingly be
a party
to their evasion.
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3
SOUTH
JERSEY INDUSTRIES CODE OF ETHICS
§ Employment
Practices
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No
Director or employee shall accept employment, engage in any business
transaction or make any investment which will be detrimental to the
Company or interfere in any manner whatsoever, with the discharge
of
his/her Company duties and responsibilities.
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§
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Discrimination
and Under Coercion
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No
Director or employee of the Company shall unfairly discriminate through
the dispensing of special privileges or favors, whether for remuneration
or not. No Director or employee shall utilize the authority vested
in
him/her by virtue of his/her position with the Company, to coerce
peers or
subordinates to provide favors or privileges, personal or financial,
under
fear of retribution or disparate treatment.
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§
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Affiliate
Relationships
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The
New Jersey Board of Public Utilities has adopted standards in evaluating
affiliate relationships, which provide for both fair competition
as well
as a “no harm to ratepayers” standard. Additionally, federal
antitrust laws prohibit practices which restrict fair market
competition. Accordingly, SJG's affiliate relationships have
been structured to ensure that (1) our transactions are in compliance
with
applicable laws, (2) that our ratepayers are not subsidizing non-regulated
operations, and (3) that procurement practices and procedures are
open,
unbiased and at arms length. Specific accounting guidelines are
outlined in Operating Procedure A2.2 (Procedures for the Recording
and
Invoicing of Affiliated Company Transactions). Directors and
employees must be aware of state and federal laws and regulations
governing affiliate relationships.
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§
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Antitrust
- Competition
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All
Directors and employees must comply with antitrust and competition
laws
throughout the world. These laws protect the free enterprise system
and encourage vigorous, but fair, competition. All product and
service development, manufacturing and sales efforts must conform
to the
highest ethical standards. Engaging in or conspiring to do any of the
following is strictly forbidden:
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·
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price
fixing, bid rigging, colluding to allocate customers or markets,
boycotting suppliers or customers;
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·
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controlling
the resale pricing of distributors and dealers;
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·
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disparaging
a competitor, misrepresenting our own products or services;
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·
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stealing
trade secrets;
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·
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offering
or paying bribes or kickbacks
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4
SOUTH
JERSEY INDUSTRIES CODE OF ETHICS
All
mergers, acquisitions, strategic alliances, and other types of extraordinary
business combinations which raise concerns of market domination or abuse, shall
receive timely legal review to assure that we compete aggressively but not
unlawfully. The same is true as to the Company’s routine business and
licensing plans.
Antitrust
laws are to be vigorously enforced. Failure to comply with antitrust or
competition laws could result in heavy fines and imprisonment in criminal cases,
and high damage awards and injunctions in civil cases. Directors and
employees shall seek the advice of the Office of General Counsel when confronted
with business decisions involving significant risks of antitrust exposure for
the Company or individual employees.
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§
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Employment
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No
Director or employee shall use his or her position to unduly influence the
process of hiring or promotion decision-making process. The best qualified
applicants will be referred, considered and selected; the process shall be
conducted in an open and objective manner. In the areas of recruitment, hiring,
compensation, education, health, promotion and training, the Company’s policies
are nondiscriminatory, providing fair and equal opportunities.
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§
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Maintenance
of Accurate and Complete Records
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Every
employee has the responsibility to maintain accurate and complete
records. No false, misleading or artificial entries may be made on the
Company’s books and records. No funds or assets may be maintained by the
company for any illegal or improper purposes. All transactions must be
fully and completely documented and recorded in the Company’s accounting
records.
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§
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Insider
Trading
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The
Company has a long-standing commitment to comply with all securities laws and
regulations. U.S. securities laws, which apply to the Company worldwide,
prohibit persons from trading in the securities of a company on the basis of
material non-public information. Material non-public information is any
information concerning a company’s business, prospects, securities, or market
which an investor might consider important in deciding whether to buy or sell
the securities, or which could effect their market price. Examples of
material information include: possible mergers, acquisitions or divestitures;
actual or estimated financial results or changes in dividends; purchases and
sales of investments in companies; obtaining or losing significant contracts;
significant discoveries or product developments; threatened major litigation
or
developments in such matters; and major changes in business strategies. In
all cases, donot buy or sell Company securities until you
have
obtained pre-clearance from the Office of General
Counsel.
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SOUTH
JERSEY INDUSTRIES CODE OF ETHICS
Two
simple rules can help protect you in this area. (1) Don’t use material
non-public information for personal gain; (2) don’t pass along such information
to someone else who has no need to know.
Direct
any questions to the Office of General Counsel.
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§
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Policies
and Procedures
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All
Directors and employees are required to understand, endorse and support
Company policies and procedures, including this code of ethics and
the
standards it prescribes, and never knowingly be party to their evasion.
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IV.
Guidelines
Here
are
some general guidelines to help Directors and employees better understand what
the Company believes to be in the best interests of our employees, customers,
shareholders and those with whom we do business.
Answering
the following questions may also help you handle specific
situations:
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Could
this action appear “inappropriate” to others?
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Will
my action comply with the intent and purpose of Company policies
and
practices?
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May
I be called upon to defend my action to supervisors, the Board of
Directors, executives, employees and/or the general public?
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Will
this action compromise me?
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·
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Can
I feel comfortable about doing this?
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If
you
are unsure about whether or not to act, contact the Human Resources Department
for clarification.
V.
Reporting of
Violations
A.
Directors and Officers who have knowledge of or suspect a violation of this
Code
of Ethics must report this information to the Chairman/CEO or General Counsel,
and the lead Independent Director. If the Chairman/CEO is the subject of
the suspected violation, the Director or Officer must contact the lead
Independent Director. Directors and Officers have an obligation to come
forward and should feel comfortable in coming forward to address any issue
that
they believe is a violation of this policy.
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SOUTH
JERSEY INDUSTRIES CODE OF ETHICS
The
Company or the appropriate Board of Director committee shall conduct an
investigation into the alleged violation and all information will be maintained
in a confidential manner. The Nominating and Governance Committee is
responsible for investigating conflicts of interest regarding directors and
senior executives. The Audit Committee is responsible for suspected
violations regarding fraud, theft or similar conduct or misrepresentation of
the
Company’s financial statements and accounts. Once the investigation is
complete, General Counsel will inform the Directors of the results of the
investigation.
B.
Employees who have knowledge of or suspect a violation must report this
information to local department/division management. However, if local
management is the subject of the suspected violation, he/she shall contact
the
current Vice President of Human Resources or General Counsel. If either of
these
two officials is the subject of the suspected violation, the employee shall
contact the Chairman/CEO and the lead Independent Director. In any event,
employees have an obligation to come forward and should feel comfortable in
coming forward to address any issue that they believe is a violation of this
policy.
The
Company shall conduct an investigation into the alleged violation and all
information will be maintained in a confidential manner. Once the
investigation is completed, the Human Resources Department will inform the
employee of the results of the investigation.
C.
During the investigation of a suspected violation, Directors and employees
are
required to cooperate in the investigation. Specifically, the following conduct
is strictly prohibited:
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Interfering
with or obstructing an investigation
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Misrepresenting
the facts, or failing to disclose facts during an investigation
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Retaliating,
or attempting to retaliate, against anyone who has made a good faith
report of a suspected or known violation
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Attempting
to discover the identity of any person cooperating in the investigation
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D.
In addition to internal reporting mechanisms, the Company has contracted with
a
third party for employees to make reports of concerns. To make a report, log
on
to www.MySafeWorkplace.com
or call (800) 461-9330. Your confidential and anonymous report will
instantly be forwarded for review and proper handling.
Once
you make a confidential submission to myworkplace.com, you are provided a unique
access number and asked to provide a personal password that allows you to
anonymously re-enter the internet site. By clicking on the “report
status” link, you are then able to post and review messages anonymously to
management through a message board pertaining to your report. You are
also able to participate in any follow-up that may take place.
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SOUTH
JERSEY INDUSTRIES CODE OF ETHICS
The
following, although not all inclusive, is a list of incident types that you
are
able to report through MySafeWorkplace.
·
Accounting
Irregularities
·
Auditing
Matters
·
Discrimination
·
Ethics
Violations
·
Fraud
·
Harassment
·
Industrial
Accidents
·
Mismanagement
·
Mistreatment
·
Substance
Abuse
·
Theft
·
Threats of
Violence
·
Unfair Labor
Practices
·
Unsafe Work
Conditions
All
information is kept confidential.
VI.
Distribution
All
Directors and
employees
8
SOUTH
JERSEY INDUSTRIES CODE OF ETHICS
Board
Member Certification
I
have
received my copy of the South Jersey Industries Code of Ethics. By
signing below, I am certifying that I have read and understand all of the
provisions of Code of Ethics and understand that as a member of the Board of
Directors of South Jersey Industries, I must adhere to the policies and
procedures set forth herein.
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____________________________________
Dr.
Shirli M. Billings
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____________________________________
Helen
R. Bosley
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____________________________________
Thomas
A. Bracken
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____________________________________
Keith
S. Campbell
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____________________________________
W.
Cary Edwards
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____________________________________
Edward
J. Graham
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____________________________________
Sheila
Hartnett-Devlin
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____________________________________
William
J. Hughes
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____________________________________
Dr.
Herman D. James
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____________________________________
Frederick
R. Raring
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.
9
SOUTH
JERSEY INDUSTRIES CODE OF ETHICS
Employee
Certification
I
have
received my copy of the South Jersey Industries Code of Ethics. By
signing below, I am certifying that I have read and understand all of the
provisions of Code of Ethics and understand that as an employee of South Jersey
Industries, I must adhere to the policies and procedures set forth
herein.
____________________________________
Employee
Name (please print)
____________________________________
Employee
Number
____________________________________
Employee
Signature
____________________________________
Dated
NOTE:
THIS POLICY REPLACES THE EMPLOYEE CODE OF ETHICS CURRENTLY FOUND AT SECTION
E21.1 OF THE HUMAN RESOURCES MANUAL.
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