NSTAR Code of Conduct

 

Code of Conduct Quicklinks

Message from Chairman

Media and Government Disclosure

Our Core Values

Community Involvement

General Compliance

Outside Employment or Business Activities

Unlawful Insider Trading

Safety

Tax Evasion

Workplace Violence

Unregulated Businesses

Employment Discrimination, Sexual Harassment

Anti-Money Laundering and Terrorist Financing Compliance

Environmental Regulation

Anti-Fraud

Employee Personal Relationships

Gifts and Entertainment

Company Records

Funds and Property of the Company

Confidential and Non-Public Information

Conflict of Interest

Record Retention

Computer Software, Intellectual Property and Electronic Communications

Consequences of Violations

Corporate Opportunities

Reporting Code of Conduct Violations and Other Issues

Public Office

Guidance and Training


Message from Chairman

At NSTAR, compliance with laws, regulations and Company policies is an integral part of the work employees perform everyday. I am proud that integrity and honesty are cornerstones of NSTAR's culture.

The safe, efficient delivery of electric and gas service remains the core of our business, and inherent in that business is our dedication to delivering great customer service. We have made significant strides toward improving our customers' interactions with us, and continuing that work includes maintaining our commitment to honesty and integrity.

It is important that we take the time to reinforce this commitment to ethics and compliance. For that reason, we plan to sponsor periodic training with employees regarding workplace ethics. As part of that work, we have redesigned and restated this Code of Conduct.

This document represents the shared principles that have always governed our workplace, and underscores the importance of ethical behavior. It is a manual of behavior every NSTAR employee, officer, and trustee is expected to uphold and follow.

Please make sure to carefully review this important document and take advantage of upcoming compliance training. Whether it's working out in the field, conducting a project meeting with colleagues, or speaking with a customer over the phone, remember to abide by the spirit and letter of the Code in all you do on NSTAR's behalf.

Tom May
Chairman, President and Chief Executive Officer

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Our Core Values

We Shall:

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General Compliance

We will comply with all laws and regulations applicable to our conduct and the transaction of our business, and we will conduct business fairly, ethically and responsibly. The following sections describe some of the laws and regulations we must observe.

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Unlawful Insider Trading

We will not use non-public data or information when making an investment decision concerning NSTAR stock, and we will not provide such information to others for their use. This conduct is both unethical and illegal, and will be dealt with decisively. Trustees and senior executive officers of NSTAR who trade in NSTAR shares are required to report such transactions to the Securities and Exchange Commission. In addition, trustees and executive officers must comply fully with the Company's Insider Trading Policy.

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Tax Evasion

Employees are prohibited from taking any action in the conduct of the Company's business to evade taxes. No employee shall knowingly assist a company or individual the Company has business dealings with to evade taxes.

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Unregulated Businesses

NSTAR's unregulated business operations cannot conflict with our regulated utilities' obligations to customers and the general public. We will comply with all laws and regulations governing our utilities' interactions with its unregulated affiliates to ensure that regulated utility operations do not provide an unfair benefit to unregulated business activities.

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Anti-Money Laundering and Terrorist Financing Compliance

We will cooperate fully, in accordance with applicable laws, with the efforts of law enforcement agencies to prevent, detect and prosecute money laundering and the financing of terrorism.

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Anti-Fraud

We will conduct all of our activities with honesty and integrity. Employees will not steal or misappropriate money/property or otherwise engage in fraudulent activity. Please refer to NSTAR's Anti-Fraud Policy for more detailed information.

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Gifts and Entertainment

We will not accept or offer gifts or entertainment that could affect our business judgment or the judgment of those we deal with. Employees may never solicit a gift or favor, regardless of value, and may not accept gifts beyond those having a nominal value. Repeated business entertainment with the same associates should be avoided. The exchange of gifts or entertainment with a prospective supplier or contractor is strictly prohibited during the entire bidding and vendor selection process. In addition, employees may not use Company resources to support a political party, or to provide gifts or other items to government officials. Please refer to NSTAR's Conflict of Interest Policy for more detailed information.

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Funds and Property of the Company

Payment or reimbursement to employees for the performance of their responsibilities will be limited to amounts that are necessary and reasonable. This includes travel and other business expenses. Company property cannot be used for personal benefit, sold, loaned, given away or disposed of, regardless of its condition or value, without proper authorization. In addition, prior approval is required before any employee makes loans or gifts of NSTAR's property or services to a member of the public, an agent or employee of another company, or a government agency or official. Please refer to NSTAR's Reimbursable Expense Policy and Procurement Policy for more detailed information.

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Conflict of Interest

We will conduct our business so as to avoid any conflict of interest or any appearance of conflict of interest. A conflict of interest is an activity or interest that is inconsistent with or opposed to the best interests of the Company. For example, a conflict of interest situation arises when an employee, officer or trustee takes actions or has ownership interests that influence the ability to perform his or her work objectively and effectively, takes personal advantage of his or her position with the Company, or competes with the Company.

Conflicts of interest also arise when an employee, officer or trustee, or a member of his or her family, receives improper personal benefits as a result of his or her position in the Company. Any potential transaction or relationship that reasonably could give rise to a conflict of interest must be reported in advance to the Corporate Compliance Officer. If there is a potential conflict of interest, the employee, officer or trustee must not enter into the transaction or relationship. Please refer to
NSTAR's Conflict of Interest Policy for more detailed information.

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Computer Software, Intellectual Property and Electronic Communications

Employees may not improperly use or duplicate proprietary computer software or any other intellectual property. Employees who have legitimate access to such material are expected to ensure that it is not used improperly, as well as not obtained by people outside the Company or by employees who have no business interest in the material. We will comply with all provisions of software and other license agreements with third parties. Electronic systems owned by the Company, including e-mail and Internet access, are provided for business use and are never to be used for the transmission of inappropriate, offensive or sexually explicit material. The Company reserves the right, without notice, to monitor all system use by employees. Inventions and creative works that you develop in the course of your job, and in certain cases after you leave the Company, are the sole property of the Company. Please refer to NSTAR's Protection of Critical Energy Infrastructure Information.

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Corporate Opportunities

Employees, officers and trustees may not take for personal advantage or use any opportunities discovered through the use of Company property, information or position. Employees may not use Company property, information or position for personal gain or compete with the Company. An employee, officer or trustee owes a duty to the Company to advance its legitimate interests when the opportunity to do so arises.

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Public Office

Employees who seek elected office or plan to accept an appointment to public office must advise the Company of their plans in advance so that the Company can ensure that all applicable requirements have been met. Please refer to NSTAR's Community and Civic Organization Support Policy for more detailed information.

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Media and Government Disclosure

Employees should refer all questions from the media to the appropriate communications person who speaks for NSTAR as an official Company spokesperson. Employees should refer all questions from a government agency to NSTAR's Legal or Corporate Security Departments. Please refer to NSTAR's Communication Policy for more detailed information.

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Community Involvement

We encourage our employees to serve in appropriate civic and professional organizations. However, be alert to potential conflicts of interest. If participation in the activities of such organizations requires an employee's time during normal working hours, the employee's manager must approve the involvement in advance. Please refer to NSTAR's Community and Civic Organization Support Policy for more detailed information.

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Outside Employment or Business Activities

An employee's outside employment activities must not conflict with the Company's interests or adversely affect an employee's job performance. Employees, officers or trustees may not be employed by, act as a consultant to, or have an independent business relationship with any of NSTAR's customers, competitors or suppliers if such relationship would result in a conflict of interest. Please refer to NSTAR's Conflict of Interest Policy for more detailed information.

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Safety

NSTAR maintains a work culture that fully supports safe work practices for employees, and conducts its operations with the highest regard for the safety of its customers and the general public. In this culture, it is imperative that NSTAR employees comply with all laws, regulations and NSTAR policies and procedures governing safety and health. Please refer to NSTAR's Safety Policy for more detailed information.

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Workplace Violence

NSTAR strictly prohibits acts of physical intimidation, assaults or threats of violence by employees. Employees may not possess a weapon (including firearms, knives, and chemical spray) on Company property. Employees may not store a weapon in any Company vehicle, regardless of its location, or store a weapon in a personal vehicle while on Company property. Please refer to NSTAR's Security Policy for more detailed information.

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Employment Discrimination, Sexual Harassment

NSTAR will not tolerate illegal discrimination or harassment in any form. Federal, state and local laws, regulations and guidelines prohibit discrimination in employment because of race, color, religion, sex, national origin, ancestry, sexual orientation, age, disability, or marital status. Please refer to NSTAR's Hiring Policy and Sexual Harassment Policy for more detailed information.

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Environmental Regulation

NSTAR and its employees are committed to minimizing any damage to the environment arising from our activities. Additionally, NSTAR employees need to fully comply with all environmental laws, regulations and Company policies and procedures. Please refer to NSTAR's Environmental Policy for more detailed information.

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Employee Personal Relationships

Dating or similar intimate relationships between a supervisor and subordinate are prohibited. Please refer to NSTAR's Conflict of Interest Policy for more detailed information.

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Company Records

NSTAR employees shall comply with established accounting procedures, NSTAR's system of internal controls, FERC's System of Accounts and generally accepted accounting principles at all times. No employee, officer or trustee may make, or allow to be made, any entry that intentionally hides or disguises the true nature of any financial transaction. Please refer to NSTAR's Integrity of Company Records Policy for more detailed information.

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Confidential and Non-Public Information

Information not in the public domain pertaining to the Company's business, including financial, technical and commercial materials or data, must be protected as confidential and proprietary. Personal information pertaining to our customers, employees and shareholders, such as Social Security numbers and banking information, must be protected. In addition, proprietary information provided to the Company by third parties must be protected. Employees, officers and trustees should maintain confidentiality of the information entrusted to them, except when disclosure is authorized or legally required. Please refer to NSTAR's Integrity of Company Records Policy and Protection of Critical Energy Infrastructure Information Policy for more detailed information.

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Record Retention

No employee, officer or trustee may authorize or allow any other individual to alter, remove or destroy documents or records of the Company, except in accordance with the Company's policies. Company records that would normally be destroyed under the Company's standard records retention schedule must not be destroyed if those records are relevant to a pending or reasonably anticipated legal proceeding involving the Company. Please refer to NSTAR's Integrity of Company Records Policy for more detailed information.

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Consequences of Violations
Violators of the Code will be disciplined. Action may include termination of employment and, under appropriate circumstances, referral to law enforcement authorities.

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Reporting Code of Conduct Violations and Other Issues

Employees must report any situation that violates the Code or that the employee reasonably believes in good faith violates the Code. You should contact your supervisor, the Corporate Compliance Officer, or other employee authorized to respond to a given situation (e.g. Human Resources, Legal Department). Douglas S. Horan, Senior Vice President, Strategy, Law and Policy, Secretary and General Counsel, is the Company's Corporate Compliance Officer.

An employee, officer or trustee who becomes aware of any apparent violation of any law, rule or regulation of this Code must report such violation to the Corporate Compliance Officer. Reports can be made anonymously if desired, unless disclosure is required by law, such as in the case where a manager becomes aware of suspected sexual harassment.

Anonymous complaints by employees can be directed to the Company through the Corporate Compliance Hotline (781-441-8540) or through the notice contained on the Company's external web site (www.nstar.com). You can report any ethical concern without fear of reprisal. Management will not retaliate, and it will not permit any retaliation against any employee because of a good faith disclosure of a violation or possible violation.

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Guidance and Training

NSTAR has various resources committed to help you understand and comply with the Code of Conduct. If you do not understand any provision of the Code or the way it applies to a particular situation, your manager, the Corporate Compliance Officer and the Company's Legal Department are available to clarify it for you. Periodic Code of Conduct training will also be made available.

The Code of Conduct is not intended to be an all-inclusive catalog of ethical practices, but is rather a framework that describes the Company's intent to mandate and guide ethical conduct for all of the Company's employees, officers and trustees. If you have a specific question concerning the Code, please contact the Corporate Compliance Officer, the Company's Legal Department or the Corporate Compliance Hotline at 781-441-8540.

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