• Retention and Maintenance of Records

  • It is the policy of Pepco Holdings, Inc. and its affiliates (collectively, "PHI" or the "Company") to comply with all federal, state and local laws, rules, regulations and orders governing the maintenance and retention of records, including without limitation, the books and records provisions under the Foreign Corrupt Practices Act of 1977, as amended (the "FCPA"). PHI therefore maintains a records management program, including PHI's Detailed Records Retention Policy and PHI's Records Retention Schedule.

    Corporate records are an important asset. They can include virtually anything produced in the normal course of business. A corporate record may be in the form of paper, computer tapes, disks or memory, electronic mail, voice mail or instant messaging. A record may be something as obvious as a memo, contract or spreadsheet, or something not so obvious, such as a desk calendar, appointment book, personal notebook or expense account statement. Records, if related to work for PHI, could also be contained on any mobile device or other personal digital assistant, a home computer, a compact disk (CD) or flash drive, or any other electronic device on which work data might be stored. Please bear in mind that it may be necessary to produce any of these types of records, and the medium on which they are stored, in the event of a threatened or pending governmental investigation or legal proceeding. A records retention program helps the Company meet legal retention requirements, assists with litigation involving the Company, and assures orderly clearance of files and storage facilities.

    PHI and each of its utility subsidiaries are required under the FCPA to make and keep books, records and accounts, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of each such company, and to devise and maintain a set of internal accounting controls sufficient to provide reasonable assurances that:

    • transactions are executed in accordance with management's general or specific authorization;
    • transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and to maintain accountability for assets;
    • access to assets is permitted only in accordance with management's general or specific authorization; and
    • the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

    Failure to make, keep and to retain records for any minimum period or as otherwise required by law, rule, regulation or order could subject the Company to penalties. Depending on the type of record and the circumstances, failure to retain could cause the Company to lose certain legal rights, subject it to civil or criminal fines and other penalties, place it at a disadvantage in litigation or subject it to a claim of obstruction of justice or contempt of court. Alternatively, having a well-documented retention and disposition policy that is understood and adhered to by all employees and others working at or on behalf of the Company can prevent penalties for failure to properly respond to requests for information.

    Records are to be retained only while they are being actively used, unless a longer retention period is required by law, rule, regulation, or order or for business purposes (i.e., internal or historic reference). The Company has set up controls to assure retention for required periods, followed by destruction when the records are no longer required to be kept either by law or for business purposes. Employees are responsible for ensuring that records within his or her custody and control are maintained and discarded in conformity with the retention schedules. Note, however, that routine records destruction procedures are to be suspended for any records that are or may be relevant to threatened or pending litigation (even if the records are kept at home, on your home computer, or elsewhere). Records relevant to legal actions: Destruction of records that relate to a governmental investigation or legal proceeding may constitute obstruction of justice; therefore records of this type are not to be destroyed without specific authorization from the Legal Services Group. See PHI's Detailed Records Retention Policy for more information.

    Electronic Storage in Lieu of Paper: Files may be stored electronically in lieu of paper, so long as the selected electronic storage method offers the same assurances of accuracy, integrity and accessibility as would be available for paper retention. Procedures must be in place to reasonably protect electronic records from loss, alteration or destruction, to limit access to those records to properly authorized personnel, and to reasonably ensure that electronic records that are created from hard copy are complete, true and legible.