Corporate Ethics & Compliance Program
Corporate Ethics and Compliance Management Committee Charter
January 6, 2004
The Corporate Ethics and Compliance Management Committee ("Committee") will consist of PE/PSE's Corporate Ethics and Compliance Officer and at least three (3) other officers. The role of the Committee will include the following activities and responsibilities:
The Committee will monitor the Company Ethics and Corporate Compliance Program ("Program") and other corporate policies, procedures, and processes to set a tone of corporate responsibility for PE/PSE's Program. The tone will be one of support and respect for adherence to the Corporate Ethics and Compliance Code ("Code") and zero tolerance for any non-compliant, unethical, or illegal activities committed by the organization's employees, officers, directors, agents, or business associates.
The Committee will provide the oversight necessary to guide senior management, the Corporate Ethics and Compliance Officer, and PE/PSE employees in their collaborative efforts to adhere to activities that encourage and reinforce PE/PSE's good business practices and maintenance of regulatory requirements.
The Committee will assure the existence of adequate internal controls within PE/PSE with respect to ethics and compliance activities. In order to be successful in this regard, the members of the Committee must be objective and informed, and hold PE/PSE employees, officers, directors, agents, and/or business associates accountable for the ultimate success of the Program.
The Committee members will be informed on a regular basis by the Program Manager of PE/PSE's business ethics and compliance activities, including but not limited to training activities, communications programs, regulatory agency inspections/outcomes and interactions, compliance audit reports, and summaries of assistance hotline calls, mail-drop inquiries, and reports of alleged violations of PE/PSE's Code or other illegal/unethical behavior.
The Program Manager will review the Code on an annual basis to assure its continued applicability to PE/PSE's business and may propose revisions to the Code as necessary.
The Committee will coordinate regular audits of ethics and compliance in areas that apply to PE/PSE's business. The audit reports will be presented on a regular basis to the Committee and reviewed by internal counsel.
The Committee Chairperson will coordinate an annual evaluation of PE/PSE's Program.
If a matter involving a potential criminal offense, potential substantial risk of litigation or damage to PE/PSE's reputation, and/or involvement of a member of management is uncovered during an audit or is reported through one of the reporting systems, the Committee must fully brief the PE/PSE Corporate Ethics and Compliance Officer and General counsel upon discovery of the concern and keep them updated until the matter is fully resolved. Their findings must also be reported to the Audit Committee of the Board in a timely fashion.
Matters involving allegations of wrongdoing relating to accounting and auditing issues will be reported to the General Counsel and the Chair of the Audit Committee, with notice to the Corporate Ethics and Compliance Officer. An investigation will then be conducted under the direction of the General Counsel and the Chair of the Audit Committee.
In the event of a complaint involving the Program Manager personally, the matter will be routed directly to the Corporate Ethics and Compliance Officer. In the event of a complaint involving the Corporate Ethics and Compliance Officer personally, the matter will be routed directly to the Chair of the Board Audit Committee.
The Committee will provide reports to the Audit Committee of the Board at least annually to apprise them of the status of efforts under Program.
In fulfilling its duties, the Committee may consult with whatever advisors it deems appropriate in matters relating to PE/PSE's Program and take whatever actions are appropriate and necessary to ensure that PE/PSE conducts its business activities in compliance with the law and with adherence to sound business ethics.