Supplier Code of Conduct. Effective May 1, Ethics. Matters

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1 Supplier Code of Conduct Effective May 1, 2015 Ethics Matters

2

3 Message from the Chief Procurement Officer Duke Energy is driven to improve the lives of our customers and the vitality of our communities in all that we do. We are committed to safety, diversity, environmental leadership, social responsibility and ethical business practices in an environment where collaboration, trust and accountability thrive. These fundamental values ensure that the decisions we make today are the right decisions for tomorrow. We expect our suppliers of goods and services to share and adhere to these same fundamental values and apply them to how they do business in the United States and around the world. This Supplier Code of Conduct describes our expectations in more detail. Suppliers should educate their employees, agents and subcontractors so that they understand and comply with this code as well as their own ethics and compliance guidelines. Noncompliance can alter and potentially lead to termination of Duke Energy s business relationship with a supplier. I thank each of our suppliers for their commitment to these values. The work we do together is critical to the lives of our customers and reflects directly on Duke Energy and its commitments. Upholding the highest standards of ethical, social and sustainable conduct is at the core of our relationship. Jeff Corbett Chief Procurement Officer The Supplier Code of Conduct does not create contractual rights or establish all legal requirements for doing business with, or on behalf of, Duke Energy. Each supplier is responsible for knowing, understanding and complying with laws and regulations necessary to conduct business with Duke Energy. ETHICSLINE 866.8ETHICS 1 1

4 Standards of the Supplier Code of Conduct Health and Safety Safety is our first priority. Suppliers must share Duke Energy s commitment to providing a safe and healthy workplace by exercising good judgment in work decisions and applying safe work practices (including regulatory and contract-specific requirements) to all activities. Suppliers must ensure that employees working on Duke Energy property adhere to general and site-specific safety requirements, including prohibitions on the use and possession of illegal drugs and alcohol, restrictions on the possession of weapons and support for a violence-free environment. Environmental Protection and Sustainability Duke Energy aspires to be an industry leader in protecting our environment. We are committed to meeting or surpassing all applicable regulatory requirements and enhancing the communities we serve. We actively seek suppliers that share our commitment to protecting the environment. Suppliers must abide by the letter and the spirit of all federal, state and local environmental laws, as well as applicable Duke Energy policies and procedures. Legal and Regulatory Compliance Suppliers must comply with the letter and spirit of applicable legal requirements including those prohibiting bribery, kickbacks, corruption and other unethical business practices intended for the purpose of obtaining an improper advantage. Suppliers must comply with antitrust and fair trade practices laws including the Foreign Corrupt Practices Act. Federal and state energy regulatory commissions have specific codes and standards of conduct that address discrimination and preferential treatment between regulated companies and their affiliates. Duke Energy and its suppliers must ensure compliance with these codes and standards. Business Gifts and Courtesies Whenever a gift or entertainment is offered in the context of a business relationship, there is a risk that it may influence, or appear to influence, a business decision. Exchanging modest gifts and courtesies may be acceptable under certain conditions; however, it is never required for doing business with Duke Energy. Suppliers must never offer or provide personal incentives or rewards to Duke Energy employees in an effort to influence a business decision such as a procurement award. Providing cash or a cash equivalent of any kind to a Duke Energy employee is strictly prohibited ETHICS ETHICSLINE

5 Conflict of Interest A conflict of interest exists when a supplier faces a choice between what is in its best interests (financial or otherwise) and what is in the interest of Duke Energy. A conflict may arise if a supplier: Employs a Duke Energy employee or someone with a close personal relationship to a Duke Energy employee Is partially or fully owned or controlled by a Duke Energy employee or family member Has access to Duke Energy s proprietary information while providing goods and services to Duke Energy s competitors Is involved in developing a Request for Proposal (RFP) and seeks to bid on the work covered by the RFP Suppliers must promptly disclose any potential conflict of interest to Duke Energy for review prior to entering into any business transaction. If a potential conflict arises during the business relationship, it must be disclosed promptly after it becomes known. Business Records Accurate, reliable information and records are critical to meeting Duke Energy s financial, legal and management obligations. Suppliers must comply with generally accepted accounting principles including a system of internal controls to promptly, completely and accurately prepare required reports, vouchers, reimbursement requests and invoices. Suppliers must follow all applicable laws and contractual requirements in creating, maintaining and disposing of records reflecting their business dealings with Duke Energy. Fair Treatment Suppliers must conduct their operations in a socially responsible and nondiscriminatory manner. Suppliers must ensure that their workers who represent Duke Energy, are assigned to Duke Energy facilities and interact with Duke Energy employees do not engage in behavior that intimidates or harasses others. All Duke Energy suppliers must comply with the letter and spirit of applicable U.S. and international labor and employment laws including those associated with equal opportunity, immigration, child labor, forced or compulsory labor, working hours, wages and benefits, freedom of association and a harassment-free work environment. ETHICSLINE 866.8ETHICS 3

6 Company Resources Suppliers must use Duke Energy resources responsibly and only for legitimate business purposes. Duke Energy resources include company facilities, equipment, systems, technology assets, information and office and field supplies. Suppliers cannot use Duke Energy s name or logo, trademarks or other intellectual property without the express written consent of the company. Intellectual property rights of third parties will always be honored. Suppliers and their employees also are prohibited from using Duke Energy resources or facilities to solicit or distribute information or materials not connected with regular Duke Energy work. Any information provided to suppliers by Duke Energy, including employee and customer information, must be managed in compliance with Duke Energy s policies and requirements, particularly privacy and IT security requirements, as well as applicable laws and regulations. Confidential information can only be shared within your company on a need-to-know basis. Suppliers cannot share Duke Energy s confidential information with third parties without express written permission. Supplier Selection and Diversity Duke Energy is committed to fair and ethical dealings in bid evaluation, negotiation, award decisions and the administration of purchasing and sourcing activities. The company recognizes that a strong, diverse supplier community is essential to economic vitality and proactively seeks opportunities to conduct business with competitive, diverse suppliers. We expect our business partners to seek, use and develop diverse suppliers while performing work on our behalf ETHICS ETHICSLINE

7 Supplier Compliance Compliance with this code is mandatory for suppliers, their subcontractors and all non-employee workers providing services for or on behalf of Duke Energy. We reserve the right to conduct investigations and audits, including supplier site visits, to verify that a supplier s business operations meet the expectations outlined in this code. Suppliers and their employees must cooperate in the event of an audit or investigation. Deficiencies may result in a request to remove a worker from a Duke Energy site, a remediation plan or termination of the business relationship. Reporting Concerns Suppliers, their employees or their subcontractors must report actual or suspected noncompliance with this code by Duke Energy employees or suppliers. Reports may be made by: Notifying your Duke Energy representative Sending a letter to the Duke Energy Ethics Office, P.O. Box 1333, Charlotte, NC Sending an to Duke Energy s Ethics Office at Contacting Duke Energy s EthicsLine at or https://ethicsline.duke-energy.com/ (The EthicsLine, managed by an independent third party, accepts anonymous reports.) We encourage open discussion regarding any questions or concerns about this code or in our business relationship. Suppliers may direct any questions or concerns to the contacts listed above. ETHICSLINE 866.8ETHICS 5

8 2015 Duke Energy Corporation /15

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