• Social Media Policy

  • I. PURPOSE AND SCOPE

    A. General Purpose 

    The general purpose of this Policy is to:

    • Establish practical and comprehensive guidelines by which directors, officers, employees and contractors (collectively, "Covered Persons") of PHI or any subsidiary (collectively, "PHI") can engage responsibly in Social Media activities involving any PHI Interest in both official and unofficial capacities.
    • Promote a safe environment for Covered Persons to collaborate and share subject matter expertise through Internal Social Media tools.
    • Allow use of PHI-Sponsored Social Media channels only by authorized personnel and as approved by PHI’s Corporate Communications.


    B. Use of Social Media Covered by this Policy.

    For purposes of this Policy, Social Media includes, without limitation, the following tools and applications, which are described in greater detail in the appendix to this Policy:

    • Applications
    • Audio Syndication (Podcasts)
    • Blogs and Microblogs
    • Image, Slide and Video Sharing Services
    • Social Bookmarking
    • Social Networks
    • User Forums and Discussion Boards
    • Virtual Worlds
    • Wikis and Other Collaboratively-Edited Websites

    In this Policy, Social Media is referenced in two contexts:

    • Social Media tools that are viewable and accessible only to PHI employees and contractors, including via SharePoint, the PHI Intranet and other internal technologies and resources, referred to in this Policy as Internal Social Media tools; and
    • Social Media tools that are viewable and accessible to parties outside of PHI, referred to as External Social Media tools.

    Internal Social Media tools are provided to PHI employees and contractors so that they may share their thoughts and collaborate online with colleagues at work. PHI encourages its employees and contractors to use Internal Social Media tools constructively to communicate more effectively with PHI colleagues, educate themselves about PHI’s utilities and businesses, and to share knowledge with others in PHI. PHI expects use of all Internal Social Media channels to be carried out in a constructive and respectful manner.

    While External Social Media tools, such as Facebook, LinkedIn and Twitter, may be accessible through a PHI Information System, PHI neither controls nor endorses the content or subject matter posted through such tools. PHI reserves the right to monitor, block or deny access to, in whole or in part, any Internal Social Media or External Social Media tool without notice and for any reason.

    This Policy covers two uses of Social Media:

    Personal use of Social Media by a Covered Person (also referred to in this Policy as "Covered Social Media Activities")

    • Through or by means of an Information System of PHI or
    • That involves or makes reference to a PHI Interest

    NOTE: Covered Social Media Activities specifically include Social Media accessed by a Covered Person outside of work or through personal equipment, if the use of Social Media involves or references a PHI Interest.

    PHI-Sponsored Social Media, which is essentially any Social Media that is officially endorsed by PHI to be posted or disseminated. A more complete description of PHI- Sponsored Social Media is found in the appendix to this Policy.

    A PHI Interest is any reference to:

    • PHI;
    • Any of PHI’s businesses, facilities, assets, infrastructure or operations;
    • PHI’s current or former directors, officers, employees, contractors or other personnel;
    • PHI’s policies, practices, programs, projects, initiatives, strategies and relationships;
    • Governmental bodies or agencies (and committees or instrumentalities thereof) that have authority over PHI or its assets, business or operations; and
    • PHI’s vendors, suppliers, competitors, regulators and regulatory proceedings (including without limitation any party thereto or intervenor therein and information contained in any materials or documents filed or submitted by any party in connection therewith)


    C. Violations of Policy.

    Any violation of this Policy or an Applicable Regulation is subject to disciplinary action, up to and including termination.

     

    D. Capitalized Terms. 

    In this Policy, terms that are capitalized have specific meanings that are defined in this Policy, including the Glossary included as an appendix to this Policy. Sometimes the definition of a capitalized term is not included with the first use of that term. 

    Notwithstanding anything to the contrary herein, this Policy will not be construed or applied in a way that interferes with an employee's right to engage in Protected Activity under the National Labor Relations Act ("NLRA") or other applicable laws.  Employees should raise any concerns to their supervisor, manager, Human Resources Business Partner or the PHI Ethics Officer in accordance with PHI’s Policy for Reporting Illegal or Unethical Behavior.

     

    II. RULES OF ENGAGEMENT

    A.General Rules of Engagement for Covered Social Media Activities

    1. Do Not Disclose Unauthorized Information

    Except as specifically authorized by (1) a Vice President (or higher level executive) who directly or indirectly supervises a Covered Person, (2) the Vice President, Corporate Governance and (3) the Vice President, Corporate Communications, a Covered Person may not disclose any of the following information using either Internal Social Media or External Social Media tools:

    • Material Non-Public Information concerning PHI or any other company with whom PHI does business if that information was obtained in the course of employment or work with PHI;
    • Proprietary/Confidential Information or Trade Secrets;
    • Sensitive Information;
    • Personal Information about any Individual (other than conditions of the disclosing person’s employment) where such disclosure is made without the Individual’s consent or in violation of any Applicable Regulation.

    The authorization requirement set forth above does not apply to:

    • Any disclosure through Internal Social Media, which disclosure is otherwise in compliance with this Policy and in furtherance of a legitimate work-related task or purpose. For example, internal discussions or collaboration about proposed rate case testimony made through a PHI-approved "bulletin board" forum would not require additional approvals.
    • A Covered Person engaged in using PHI-Sponsored Social Media in compliance with Part II.D. of this Policy.

    2. Always Comply with Applicable Regulations

    Every Covered Person who engages in Covered Social Media Activities is personally responsible for compliance with:

    • this Policy;
    • all other applicable policies, procedures and guidelines established or maintained by PHI; and
    • all other Applicable Regulations.

    3. Obtain Necessary Permissions

    • Do not post photos, videos or other media on any Social Media site without the consent of all those exhibited in such media. Do not post photographs or videos that include children unless written permission from the child’s legal parent or guardian has been obtained.
    • If a photo or video was shot on PHI premises or was developed solely for internal communications purposes or other PHI use, it may not be shared online without approval from Corporate Communications.
    • Use of any PHI logo must be approved in advance and in writing by the Vice President, Corporate Communications (or his or her designee).

    NOTE: These requirements do not apply to PHI-Sponsored Social Media activities.

    4. Be Truthful, Accurate and Respectful

    • Do not use discriminatory, harassing, intimidating, obscene or offensive language on either Internal or External Social Media. Please see PHI’s Policy Against Harassment for more details.
    • Do not create or use a username, ID, site name, site address or other identifier that can be reasonably associated with PHI for any purpose, without first obtaining approval from the Vice President, Corporate Communications (or his or her designee). For example, you may not create a Facebook account using the name "John LovesPepco".
    • Do not make any false, misleading or unsubstantiated statements, or mislead as to your identity or the origin of any posted content. Any mistakes or errors should be corrected immediately.

    Federal Trade Commission guidelines mandate that individuals disclose their affiliation with PHI any time they promote PHI’s products or services in any way, including by providing an online recommendation.

    For example, if you post to a web site that seeks to elicit customer feedback of PHI, you must disclose that you are a PHI employee.

    • Do not post information that is negative regarding the communities in which PHI serves or preclude or attempt to preclude members of these communities from engaging in discourse, even if the message purports or attempts to support, promote or defend PHI.
     

    5. Unless Authorized, You May Not Respond to Inquiries from News Media, Including Those Made Through Social Media

    It is PHI’s corporate policy that all inquiries from news media must be referred to PHI’s Media Relations staff for response. In addition to traditional news media sources, this corporate policy will be viewed broadly to encompass Social Media services operating in a non-traditional news gathering way, such as, among others, Blogs, Wikis and persons utilizing Social Media tools (i.e., Facebook and Twitter) to disseminate information in a manner similar to a traditional news source.

    For example, assume that a Covered Person is contacted by a known consumer rights advocate and blogger seeking comment on a recent regulatory filing. While this is not a request from a traditional news media source, the Covered Person should treat this as a media inquiry given that the blogger is gathering information in a manner similar to a traditional news outlet.

    If there is any doubt as to whether a particular source or party would be considered to be news media under this Policy, please contact the Vice President, Regional Communications in PHI’s Corporate Communications department.

    This rule does not apply to persons authorized to use PHI-Sponsored Social Media.

    6. When in Doubt, Ask First and Post Later

    Each Covered Person is always personally and legally responsible for his or her own use of Social Media and can be held liable for the consequences of that use. If there is any doubt at any time about whether to post or publish something via Social Media, or questions about this Policy, contact the Office of the Corporate Secretary at (202) 872-3487, before posting or publishing.

    Notwithstanding anything to the contrary herein, this Policy will not be construed or applied in a way that interferes with an employee's rights under the NLRA or other applicable laws, including an employee's right to engage in Protected Activity under Section 7 of the NLRA.

    B. Rules of Engagement for External Social Media Activities

    Anyone who refers to a PHI Interest in an External Social Media post must disclose his or her association with PHI by including the following Required Disclaimer:

    "I am [an employee of] [a contractor of] [manager/executive of] PHI [or specific Utility Subsidiary, if applicable]. The statements or opinions expressed on [name External Social Media tool] are my own and do not necessarily represent those of PHI or any of its subsidiaries."

    For example, the Required Disclaimer could be included as part of a Covered Person’s Twitter, LinkedIn or Facebook profile. The Required Disclaimer is not required if (1) the post is part of the Covered Person’s official job responsibilities, (2) the Covered Person is authorized to speak on behalf of PHI (as determined under PHI’s Fair Disclosure (Regulation FD) Policy) and (3) the Covered Person is authorized to use PHI-Sponsored Social Media (as defined in this Policy) on behalf of PHI. See Part II.D. of this Policy for additional information and rules regarding PHI-Sponsored Social Media.

    Personal posts using an External Social Media tool must be generated from a personal email account, and not using a PHI email address. For example, Covered Persons may not use a PHI email address with a personal Facebook or LinkedIn profile. However, a Covered Person may reference PHI (or any affiliate) as his or her employer and/or its web site address on External Social Media tools. Exceptions to this requirement may be made only by a Covered Person’s supervisor with approval by the Vice President, Corporate Communications (or his or her designee).

    Job recommendations or professional references regarding PHI employees or former PHI employees conducted through any External Social Media tool must comply with all policies of the Human Resources Department.

    C. Rules of Engagement for Internal Social Media Activities

    From time to time, PHI may provide Internal Social Media tools to assist employees and contractors in performing their job duties, to encourage communication among PHI personnel and to foster efficient and effective workplace cooperation.

    Covered Persons must follow good judgment in using Internal Social Media tools. Where permitted, all third-party or user-generated content, including links, photos, documents, videos, etc. must be business-appropriate.

    No Covered Person should have any expectation of privacy regarding Internal Social Media postings. PHI reserves the right to remove or delete any content that is deemed to be irrelevant, inappropriate, harassing, vulgar, discriminatory, offensive, malicious, threatening, intimidating, obscene, intentionally defamatory or to violate any Applicable Regulation. Any use of Internal Social Media tools that interferes with their stated purposes is prohibited.

    Covered Persons must review communications to ensure that they are not inappropriately sharing market information, nonpublic transmission system information or other nonpublic utility information.

    D. Rules of Engagement for PHI-Sponsored Social Media

    Except for persons who have been specifically authorized by the Vice President, Corporate Communications (or his or her designee) or another PHI executive, no Covered Person is authorized to use any External Social Media tool in connection with his or her PHI job responsibilities or commitments.

    Any use of external PHI-Sponsored Social Media must clearly disclose that it is sponsored by PHI. For example, this can be accomplished by including a statement that "this page is sponsored by PHI" and/or a consistent identifying icon or logo (such as the PHI or subsidiary logo). PHI-Sponsored Social Media (whether internal or external) must include legal terms setting forth the conditions for use, e.g., "Terms of Use," "Terms and Conditions," "House Rules." These legal terms will be provided by PHI Legal Services. There may be certain social media platforms for which such terms are not required. No PHI-Sponsored Social Media (whether internal or external) may launch without receiving such terms from PHI Legal Services or receiving such legal counsel’s approval for launch without such terms.

    Information on PHI-Sponsored Social Media will be preserved in accordance with PHI’s Retention and Maintenance of Records Policy. PHI’s General Counsel should be contacted with any questions regarding the preservation or retention of any such content. Certain external parties, including regulators, parties to utility regulatory proceedings, and individuals or companies in litigation with PHI, may be entitled to review or receive copies of PHI-Sponsored Social Media.

    E. Use Good Social Media Security Practices

    All access information for any PHI-Sponsored Social Media tools must be kept secure and confidential. For example:

    • Use strong passwords
    • Do not share passwords across Internal, External or PHI-Sponsored Social Media accounts, either on a common platform (e.g., multiple PHI accounts on Twitter) or across platforms (e.g., on Facebook and Twitter)
    • Keep operating system and security software up-to-date
    • Activate locking features on portable devices
    • As a general rule, do not post Personal Information or sensitive data to Social Media
    • When conducting PHI-Sponsored Social Media activities, use a 3G or 4G connection wherever possible, and do not use open WiFi connections
      • PHI-Sponsored Social Media access passwords must be maintained and changed in accordance with PHI’s Access Control Standard.
      • It is strongly recommended that Covered Persons comply with PHI’s Access Control Standard whenever using any External Social Media tool, especially when access is through PHI’s systems.


    III. EFFECTIVE DATE OF POLICY

    The Policy is effective as of September 1, 2014.

    Note: Certain PHI employees are employed pursuant to a collective bargaining agreement or employment contract (labor agreement). If for such employees, in any particular instance, the labor agreement differs from the Policy, the labor agreement governs. If, in any particular instance, a business practice exists and is not covered in the labor agreement, management may determine applicability.

    Appendix

    Glossary

    “Applicable Regulations”

    This term includes:

    • all applicable laws, statutes, rules, regulations and codes, and
    • all rules, policies, procedures and guidelines and codes of conduct established by non-governmental bodies that regulate certain of PHI’s operations, such as the New York Stock Exchange, the Financial Industry Regulatory Authority, the North American Electric Reliability Corporation (NERC) and PJM Interconnection, LLC.
     

    Covered Social Media Activity

    Covered Social Media Activity means any Covered Person using Social Media:

    • through or by means of an Information System of PHI, or
    • that involves or makes reference to any one or more PHI Interests

    Covered Social Media Activity does not include any activity that is properly conducted through PHI-Sponsored Social Media in accordance with this Policy.

    “Information System”

    For the purposes of this policy, an information system is any telecommunications and/or computer related equipment or interconnected system or subsystems of equipment used in the acquisition, storage, manipulation, management, movement, deletion, control, display, switching, interchange, transmission, or reception of voice and/or data, and includes software, firmware, and hardware. This definition is intentionally broad and includes any device or service connected to a PHI-owned asset or Intranet. Examples include, but are not limited to, personal computers (laptops and desktops), PDAs (e.g., Blackberries™, iPads, Android devices and Palm Pilots™), USB drives, MP3 players (i.e., iPod™), mobile phones, voicemail and websites.

    “Material Non-Public Information”

    As discussed in PHI’s Fair Disclosure (Regulation FD) Policy, information is material where there is a substantial likelihood that the information, if known, would be viewed by a reasonable investor either as having significantly altered the total mix of information available or would be important in making a decision to buy, sell or hold PHI’s securities.

    Information is considered to be “non-public” until it has been widely disclosed and a sufficient period of time has elapsed for the information to be effectively disseminated to shareholders.  As a general rule, information will be considered non-public until the third business day after disclosing such information in an SEC filing or by other appropriate means of public disclosure.

    “Personal Information”

    Means any written or electronic information that relates to an identified or identifiable person (Individual). In practice, this means any information that can reasonably be used to identify a living person, including factual information about such person, such as name, address, telephone number, social security number, e-mail address or information relating to the health condition (physical or mental) of an Individual, as well as information about his/her opinions or beliefs. Under certain local laws and regulations, even if such information is encoded (i.e. converted to a format that makes it impossible to identify an Individual without access to the “key” that allows the information to be re-associated with the Individual), subject to other de-identification techniques or is publicly available, it may be treated as Personal Information.

    “PHI-Sponsored Social Media”

    PHI-Sponsored Social Media is Social Media officially endorsed by PHI to be posted or disseminated only by persons specifically designated, approved and overseen by the Vice President Corporate Communications (or his or her designee). Examples include PHI’s and its utility subsidiaries’ Facebook pages, Twitter feeds, YouTube channels and LinkedIn accounts.

    PHI-Sponsored Social Media is designed to positively impact PHI’s reputation and its relationships with customers and other key stakeholders; thus, it is critical that PHI-Sponsored Social Media be fully aligned with the strategies, branding, processes and practices established by Corporate Communications.

    “Proprietary/Confidential Information and Trade Secrets”

    A.         Information, in any medium, which:

    • is owned by PHI, created or compiled by employees or agents of PHI for PHI’s purposes or purchased or acquired by PHI;
    • PHI takes measures to maintain as confidential; and
    • provides some value or strategic advantage to PHI

    Examples, without limitation, include confidential information pertaining to: customers or prospective customers, pricing, marketing, financial plans or projections, business plans or strategies, legal and regulatory matters, investment and securities, mergers and acquisitions, products and product development, budgets, computer software and management information systems, designs and drawings, research and development, engineering, inventions, improvements, discoveries, innovations and ideas, personnel, employees, contractors, management and training programs.

    There may also be circumstances where other parties’ confidential information may be included in this term.  Such circumstances include, for example, pre-acquisition exchange of information, confidential information exchanged solely for the purposes of and in the context of litigation, administrative or regulatory proceedings, and contracts including confidentiality provisions generally.

    B.         Any formula, pattern, device or compilation of information maintained in secrecy which is used in business, and which gives that business an opportunity to obtain an advantage over competitors who do not know about it or use it. The nature of PHI’s business operations may also constitute Proprietary/Confidential Information and Trade Secrets.

    “Protected Activity”

    Means an employee's right to engage in protected concerted activity under Section 7 of the NLRA and/or an employee's right to bring any whistleblower, qui tam, or similar claim or proceeding under or described in, among other laws, rules and/or regulations:

    • the Sarbanes-Oxley Act of 2002 and rules promulgated thereunder
    • the Wall Street Reform and Consumer Protection Act and rules promulgated thereunder
    • the Federal False Claims Act
    • any similar state or District of Columbia statute
    • any similar other law, rule or regulation
     

    “Sensitive Information”

    Sensitive Information is information regarding PHI that may itself not be material, but which PHI desires not to disclose to the public.  Examples of Sensitive Information include, without limitation:

    • information regarding contemplated or pending corporate or other business transactions
    • non-public or sensitive information related to any PHI location, facility, utility infrastructure, equipment, or other asset (including information with respect to the location, operation, description or functionality of, or personnel associated with, any such location, facility, infrastructure, equipment or asset)
    • internal audit, governmental or regulatory investigations
    • information related to regulatory strategy, rate cases and other regulatory proceedings, and any filing made in connection with such proceedings
    • responses to requests for information from regulators or other parties
    • PHI litigation and preparation for litigation, including in particular communications with PHI attorneys or outside counsel and attorney work-product (the disclosure of which could compromise the confidentiality and legally privileged status thereof)


    “Social Media”

    Social Media encompasses, but is not limited, to the following areas:

    Applications

    Applications are self-contained software that are typically served via a website or mobile device. Applications may be used to deliver information or content, increase user interaction, or provide a service. Common examples of applications are widgets, advergames, and device-specific software like iPhone, Android or Blackberry Apps.

    Audio Syndication (Podcasts)”

    A podcast is a series of digital media files (either audio or video) that are released episodically and downloaded through web syndication. The mode of delivery is what differentiates podcasts from other ways of accessing media files over the Internet. The classification of a podcast refers to audio files that are shared online and meet the following three criteria: first, that it is episodic; second, that it is downloadable; and third, that it is program-driven, mainly with a host and/or theme. Popular delivery standards include RSS, Atom and OPML. Popular listening platforms include iTunes, Juice, Blog Talk Radio, SoundCloud and Winamp.

    Blogs

    A blog (a contraction of the term "web log") is a type of website, usually maintained by an individual, with regular entries of commentary, descriptions of events, or other material such as images or video. Entries are commonly displayed in reverse chronological order. Popular blog platforms include Blogger, Wordpress, Typepad and Livejournal.

    Image Sharing

    Image sharing websites allow individuals to upload digital images or photos to the Internet via an image host. The image host will then store the digital images on its server and display them to its visitors, typically along with a variety of sharing tools and code options. Visitors may use these options to display the digital images on different websites in addition to the website operated by the image host. In some instances, users may be allowed to download original copies of the digital images to their own computers. Popular video sharing platforms include Flickr, Instagram, Pinterest, Photobucket, TinyPic, Picasa and Shutterfly.

    Microblogs

    Microblogs are a form of blog that allows users to send brief text updates or micromedia such as images or video and publish them. These messages can be submitted by a variety of means, including text messaging, instant messaging, email, digital audio or the web. Microblogs differ from traditional blogs in that entries are typically smaller in actual size and aggregate file size. Popular microblog platforms include Twitter, Tumblr, Yammer and Plurk.

    Slide Sharing

    Slide sharing websites allow individuals to upload slide decks to the Internet via a document host. The document host will then store the slide decks on its server and display them to its visitors, typically along with a variety of sharing tools and code options. Visitors may use these options to display the slide decks on different websites in addition to the website operated by the image host. In some instances, users may be allowed to download original copies of the documents to their own computers. Popular video sharing platforms include Slideshare, Authorstream, Slideserve and Slideboom.

    Social Bookmarking

    Social bookmaking sites allow users to share, organize, search, and manage links to web resources. Unlike file sharing, the resources themselves aren't shared, just bookmarks that reference them. Descriptions may be added to these bookmarks in the form of metadata, so that other users may understand the content of the resource without first needing to visit the link.  Such descriptions may be free text comments, votes in favor of or against its quality, or any other collaborative tagging device.  Popular social bookmarking sites include Digg, Delicious and Reddit. 

    Social Networks

    Social networks focus on building online communities of people who share interests and/or activities, or who are interested in exploring the interests and activities of others. Most social networks provide a variety of ways for users to interact, such as user profiles, image and video sharing, interest-based groups, public discussion threads, private messaging, and instant messaging services. Popular social networks include Facebook, LinkedIn, MySpace, Google+, Bebo and Orkut (now part of Google).

    User Forums and Discussion Boards

    User forums are similar to social networks, but with less robust personal networking options. The focus of a user forum, which is also sometimes referred to as a discussion or message board, is a threaded conversation platform in which members discuss issues according to pre-defined topics. Each discussion has opportunity for response from other members of the forum and is normally maintained in reverse chronological order, with the most recent comment being displayed at the top of the thread. In many cases, members may also create user profiles and send each other private messages, similar to a social network; however the focus of a user forum remains strongly centered on threaded discussions.

    Video Sharing

    Video Sharing websites allow individuals to upload video clips to the Internet via a video host. The video host will then store the video on its server and display the video to its visitors, typically along with a variety of sharing tools and code options. Visitors may use these options to display the video on different websites in addition to the website operated by the video host. In some instances, users may be allowed to download original copies of the video files to their own computers. Popular video sharing platforms include YouTube, Metacafe, DailyMotion and Blip TV.

    Virtual Worlds

    A virtual world is a computer-based simulated environment intended for its users to inhabit and interact via avatars. These avatars are usually depicted as textual, two-dimensional, or three-dimensional graphical representations. Some, but not all, virtual worlds allow for multiple users. The computer accesses a computer-simulated world and presents perceptual stimuli to the user, who in turn can manipulate elements of the modeled world. Such modeled worlds may appear similar to the real world or instead depict fantasy worlds. Example rules are gravity, topography, locomotion, real-time actions, and communication. Communication between users may range from text, graphical icons, visual gesture, and sound. Popular virtual worlds include Second Life, Minecraft, The Sims 3, IMVU, FarmVille, Kaneva, and There.com.

    Wikis

    Wikis are websites that allow users to create web pages that are collaboratively edited using a common web browser. Wikis are often used to create collaborative websites, to power community websites, for personal note taking, in corporate intranets, and in knowledge management systems. Popular wikis include Wikipedia, WikiWikiWeb, WikiHow and Wikia.