Sempra Energy Corporate Compliance and Ethics Plan This page is managed by the Director of Business Conduct (Last revised on 1 30 09) Sempra Energy and its subsidiaries and affiliates ("Company") conduct its business in compliance with federal, state and local laws and regulations that are applicable to their activities. International subsidiaries conduct their businesses in compliance with applicable laws and regulations in each country where they are located. Employees are expected to conduct their business affairs in a lawful manner. Conduct must conform to company compliance guidelines and policies, and in a manner that is consistent with the company s values and ethical standards. This Compliance Plan provides the framework for the on going efforts of the Company to maintain a business environment that requires business conduct that achieves these goals at all levels within the organization. This plan, reviewed and adopted by the Senior Management team, is designed, implemented and enforced to be effective in establishing and maintaining a culture and environment that encourages ethical conduct. This includes a commitment to compliance with the law as fundamental tenets to preventing, detecting and penalizing criminal conduct consistent with current standards set forth in the United States Sentencing Guidelines. The Compliance Plan covers the following areas: 1. Compliance Oversight 2. Delegation of Authority 3. General Corporate Risk Areas 4. Written Policies 5. Communication and Education 6. Monitoring and Auditing 7. Enforcement 8. Detected Offenses 1. Compliance Oversight A. Chief Compliance Officer The Chief Compliance Officer for the Company shall be the Vice President Regulatory Affairs and Chief Compliance Officer reporting to the General Counsel for this purpose. The Chief Compliance Officer shall be responsible for the Company s implementation of the Corporate Compliance and Ethics Plan focusing on the direction and execution of compliance responsibilities. The Chief Compliance Officer will also have responsibility to work in collaboration and coordination with all other officers with compliance responsibilities including but not limited to the Chief Ethics Officer, as well as the designated Regulatory, Affiliate, Environmental & Safety, and Records compliance officers throughout the company. The Chief Compliance Officer will coordinate the Corporate Compliance Committee and include other
officers with compliance responsibility as necessary and appropriate to review and discuss their respective areas. The Chief Compliance Officer will report regularly to the Audit Committee of the Board of Directors. B. Corporate Compliance Committee The General Counsel shall chair, and the Chief Compliance Officer shall vice chair, a Corporate Compliance Committee that will report regularly to the Chief Executive and Chief Operating Officers and to the Audit Committee of the Board of Directors. The purpose of the Committee is to direct and oversee Sempra Energy s compliance with the laws and regulations governing its business activities. Its responsibility is to meet periodically and review the effectiveness of the companies compliance and ethics programs as administered by the responsible parties. The Committee will include at a minimum, the following members: Executive Vice President, General Counsel Chair Vice President & Chief Compliance Officer Vice Chair President & Chief Operating Officer Sr. Vice President & Chief Ethics Officer Vice President Audit Services Chief Operating Officer SEU President Generation President Pipelines and Storage President LNG Other Compliance Officers and responsible individuals will be invited to meetings as their specific areas of responsibility are being discussed or reviewed. The General Counsel, Chief Compliance Officer and the Corporate Compliance Committee will oversee and monitor the Company s compliance and ethics programs. This includes: identifying areas of risk oversight of communication of corporate values and ethics and oversight of training programs which focus on the elements of the compliance program oversight of internal compliance reviews, an anonymous helpline, and other monitoring and reporting activities review of independent investigations, audits, and enforcement of matters related to the compliance and ethics programs The Committee reflects the company s ongoing commitment to compliance with both the letter and spirit of the law and monitors risk consistent with leading corporate governance practices. C. Corporate Compliance Organization The Chief Compliance Officer s organization will be responsible for organizing and coordinating the agenda and schedule for the Corporate Compliance Committee and
identifying areas of risk and ensuring the integrity of environmental and safety compliance, business conduct programs, and other areas of compliance. Responsible Parties: Executive Vice President and General Counsel; Chief Compliance Officer 2. Delegation of Authority All levels of employees, including officers and senior management, are subject to the corporate compliance and ethics programs. No employee with a known history of illegal behavior will be put in a material decision making position which could implicate the Company. No employee of the Company shall delegate substantial discretionary company authority to any individual who is known to have a propensity to engage in illegal activities. Responsible Party: Chief Ethics Officer. 3. General Corporate Compliance Risk Areas The Company s ethics and compliance programs are based upon periodic assessments and evaluation of the compliance risks inherent with its business activities. Responsible Party: The Chief Compliance Officer shall be responsible for updating and maintaining current the risk categories which provide the basis for established ethics and compliance programs. 4. Written Policies The Chief Executive Officer will establish the Company s values and these will be communicated in writing to employees. Annually the Company will issue employee guidelines which provide general guidance on legal and ethical compliance standards for employees of the Company. Each employee will be asked to follow the guidelines. The guidelines are based on the following fundamental ideas: The Company conducts its business in compliance with international, federal, state, and local laws and regulations.
Honesty, integrity, and respect are and will be key tenets in the conduct of company business. Employees are expected to conduct themselves in a manner which assures that customers and fellow employees are treated with respect, fairness and dignity, regardless of their race, religion, color, national origin, age, sex, disability or sexual orientation. Each employee is expected to conduct his or her business affairs in a lawful manner. Conduct must conform to Company compliance guidelines and policies. Conduct undertaken by any officer, employee, or agent that violates laws and/or regulations will not be tolerated or condoned, and will be cause for discipline up to and including termination as well as possible referral to the authorities for criminal or civil prosecution. These high standards will remain the same regardless of changes that occur to the Company and the environment in which it operates. Policies and appropriate procedures for each area of risk will be developed and sponsored by the applicable internal department or work group. Corporate wide policies will be reviewed by the Corporate Compliance Committee and maintained by the Corporate Compliance organization. Policies will be reviewed periodically with the intent to constantly improve compliance and business activities. Responsible Party: The Chief Ethics Officer will oversee the distribution of the employee guidelines, administration of acknowledgements, and maintenance of corporate wide policies. 5. Communication and Education The values and requirements of the Company compliance and ethics programs will be regularly communicated to the Sempra Energy Board of Directors and to all employees through appropriate programs. Employees will be provided annually with employee business conduct guidelines, and given legal and field training necessary for them to comply with compliance requirements considering their level and specific job description. Training will be done at the time of hiring as well as regularly scheduled as appropriate. Training will be designed to detect areas of potential exposure and prevent any activity not consistent with the Company guidelines. The Director of Business Conduct will keep records of employee training and compliance with guidelines. Training will include multiple medias including on line training. Responsible Party: The Corporate Ethics Officer will oversee the development and maintenance of corporate wide training in coordination with the various subject
matter experts throughout the company responsible for the applicable compliance area. 6. Monitoring and Auditing The Company will maintain both an anonymous helpline and a direct e mail site to the Chief Compliance and Chief Ethics Officers to allow employees to report on any inappropriate activity without fear of reprisals. Internal audit will set up and implement a regular auditing and monitoring schedule for the parent company and its subsidiaries and affiliates, including on site visits and spot checks as appropriate. Responsible Party: The Chief Ethics Officer will manage the anonymous helpline and other reporting channels. In collaboration with the Law Department, Vice President Audit, and the Chief Compliance Officer, the Chief Ethics Officer shall coordinate delegation of appropriate investigations and/or responses to issues raised. Vice President Audit Services shall be responsible for audits and reporting to the Corporate Compliance Committee and the Chief Ethics Officer shall be responsible for handling employee misconduct issues. Any allegations raised concerning material accounting or auditing matters will be communicated to Sempra Energy s Audit Committee. 7. Enforcement The Company is dedicated to effective implementation of its business conduct guidelines. New and existing employees are informed of the Company s standards through the business conduct guidelines or other Company communications. The Company will consistently enforce its policies through rewarding compliance and penalties for non compliance. Performance evaluations will include compliance criteria. Non compliance will result in discipline on a consistent basis. The disciplinary measures which may be invoked include but are not limited to, counseling, oral or written reprimands, warnings, probation or suspension without pay, demotions, reductions in salary, termination of employment, and restitution. Persons subject to disciplinary measures shall include, in addition to the violator, others involved in the wrongdoing such as (i) persons who fail to use reasonable care to detect a violation, (ii) persons who if requested to divulge information withhold material information regarding a violation, and (iii) supervisors who approve or condone the violations or attempt to retaliate against employees or agents for reporting violations or violators.
Responsible Party: Chief Ethics Officer. 8. Detected Offenses Once a potential offense has been identified, the Company as directed or managed by its Law Department will conduct an appropriate investigation. The investigation will evaluate information as to credibility and gravity and will initiate an informal inquiry or formal investigation. In the event that an investigation indicates there has been criminal wrongdoing the Company shall report violations and cooperate with any appropriate legal process. The Company shall review and revise its internal controls related to any such area in order to prevent any future occurrences. Responsible Party: Executive Vice President and General Counsel.