It is the policy of Pepco Holdings, Inc., and its affiliates (collectively, "PHI" or the "Company") that:
(a) all persons working at or on behalf of the Company avoid conflicts between their private interests and the interests of the Company;(b) any actual conflicts be resolved before they damage or interfere with the Company's interests, and;(c) any actual or potential conflicts be disclosed to the Company on a timely basis.
It is also the policy that employees and others working at or on behalf
of the Company avoid even the appearance of conflicts of interest because they
can undermine trust among employees and others working at or on behalf of the
Company and have a negative effect on the Company's reputation.
It is a conflict between the private interests and the official
responsibilities of an employee or other person working at or on behalf of the
Company. Each of us has many interests apart from our work at the Company. A
"conflict of interest" exists anytime we face a choice between what
is in our own personal interest (financial or otherwise) and what is in the
best interests of the Company. Such conflicts can also include activities or
associations that might compromise, or appear to compromise, the exercise of
sound, impartial judgment in determining what is in the best interests of the
Company, its shareholders, our customers or our fellow employees and others who
work at or on behalf of the Company. The interests involved here may be direct
(the employee or other person working at or on behalf of the Company) or
indirect (a relative, friend, business associate, or an entity in which one of
those individuals has an independent interest).
The facts of each situation will determine
whether the personal interest in question could be in conflict with the
Company's interests. Here are some examples of situations that could involve a
conflict and should be avoided:
An appearance of a conflict of interest may take many forms
and requires a review of all relevant facts and circumstances. You can have an
appearance of a conflict of interest without an actual conflict of interest. It
may arise if a reasonable person outside of PHI could look at a relationship
between a PHI employee and a vendor, governmental official or other person
connected to the Company or any of its subsidiaries and question whether that
employee is using his or her relationship to exert undue or improper influence
on the third party. An appearance of a conflict of interest might also arise if
a reasonable person outside of PHI could look at such a relationship and
question wither the vendor, governmental official or other person connected to
the Company is using his or her relationship to exert undue or improper
influence on the PHI employee.
Here are some examples of situation that could be viewed by
an outside party as an appearance of a conflict of interest.
It is imperative that PHI employees promptly contact their
supervisors or the Ethics Officer in accordance with PHI’s Corporate Business
Policies if there is any question as to whether a particular relationship,
business or financial transaction, personal services contract or other matter
could appear to be a conflict of interest and compromise the Company’s best
This may be a conflict of interest if it places an employee or other
person working at or on behalf of the Company in the position of appearing to
be representing the Company in that employment, or if it provides goods or
services substantially similar to those the Company provides or is considering
providing. A conflict would also exist if the outside employment lessens the
efficiency, alertness, productivity or availability normally expected of an
employee or other person working at or on behalf of the Company.
Conflicts of interest are not always obvious.
There are many areas of uncertainty, as well as actual conflicts, that arise
despite the best intentions of an employee or other person working at or on
behalf of the Company. It is important, therefore, that every employee and
other person working at or on behalf of the Company promptly disclose to his or
her supervisor any facts or circumstances that could present a conflict of
interest. You should also contact the Ethics Officer for assistance in thinking
through whether a particular situation presents either a potential or actual