IROQUOIS GAS TRANSMISSION SYSTEM, L.P.

 

WRITTEN PROCEDURES IMPLEMENTING

STANDARDS OF CONDUCT FOR TRANSMISSION PROVIDERS

 

I.          INTRODUCTION

 

            Iroquois Gas Transmission System, L.P. (“Iroquois”), as an interstate natural gas pipeline company, is a Transmission Provider, and is required to comply with the regulations promulgated by the Federal Energy Regulatory Commission (“FERC”) in Standards of Conduct for Transmission Providers, Order No. 717 (73 FR 63796 (October 27, 2008)) )), on reh’g, Order No. 717-A (Oct. 15, 2009) (“Standards of Conduct”).  The Standards of Conduct rules are codified at 18 C.F.R. Part 358.

 

            These written procedures (“SOC Written Procedures”) reflect Iroquois’ commitment to comply fully with the letter and spirit of the Standards of Conduct.  Specifically, these SOC Written Procedures advance the four general principles of the applicable FERC regulations: 

 

• First, Iroquois commits that it shall treat all transmission customers, affiliated and non-affiliated, on a not unduly discriminatory basis, and that it shall not make or grant any undue preference or advantage to any person or subject any person to any undue prejudice or disadvantage with respect to any transportation of natural gas.  This principle is referred to as “The Non-Discrimination Requirements.” (§ 358.2(a)).

 

●    Second, Iroquois commits that all of its employees, contractors, consultants and agents engaged in transmission function activities (“Transmission Function Employees,” as further explained below) shall function independently from the employees of its affiliates engaged in marketing function activities (which shall be referred to herein as Iroquois’ “Marketing Function Employees,” as further explained below).  This principle is referred to as “The Independent Functioning Rule.”  (§ 358.2(b)).

 

• Third, Iroquois commits that its employees, contractors, consultants and agents are prohibited from disclosing, or using a conduit to disclose, non-public transmission function information to Iroquois’ Marketing Function Employees.  This principle is referred to as “The No Conduit Rule.”  (§ 358.2(c)).

 

• Fourth, Iroquois commits to provide equal access to non-public transmission function information to all of its customers, affiliated and non-affiliated, except in the case of confidential customer information or Critical Energy Infrastructure Information, and generally to comply with the Commission’s posting requirements so that interested persons and the Commission can confirm Iroquois’ adherence to the foregoing principles.  This principle is referred to as “The Transparency Rule.”  (§ 358.2(d)).

 

            Any questions about these SOC Written Procedures or about Iroquois’ compliance with the Standards of Conduct should be addressed to Iroquois’ Chief Compliance Officer, Helen M. Gallagher, as follows:

 

By mail:  One Corporate Drive, Suite 600, Shelton, CT  06484

By telephone:  (203) 925-7201

By e-mail:  helen_gallagher@iroquois.com

 

            Alternatively, Iroquois has established a specific subject-matter category on its telephone hotline for Standards of Conduct reports/inquiries.  The hotline number is:  1-866-895-4117.

 

            Any person with knowledge or concerns regarding activities that may be in violation of these SOC Written Procedures or Iroquois’ compliance with the Standards of Conduct must report them immediately, either directly to Iroquois’ Chief Compliance Officer or to the Iroquois hotline.  There will be no retaliation for reports made in good faith.

 

            Iroquois takes its responsibility to promote full compliance with the Standards of Conduct very seriously.  Any Iroquois Personnel (as defined below) determined to have engaged in a knowing, willful violation of these SOC Written Procedures shall be subject to heavy sanction, including (among other possible disciplinary actions) discharge, civil action, and/or criminal prosecution.

 

II.        IROQUOIS AND IROQUOIS TRANSMISSION FUNCTION EMPLOYEES

 

            Iroquois is operated by its wholly-owned subsidiary, Iroquois Pipeline Operating Company (“IPOC”).  For purposes of compliance with the Standards of Conduct generally and with these SOC Written Procedures in particular, all employees of IPOC shall be treated as if they were employees of Iroquois. 

 

            As used in these SOC Written Procedures, the term “Iroquois Personnel” shall include (i) the Members of the Iroquois Management Committee, (ii) all employees of IPOC, and (iii) all contractors, consultants or agents of Iroquois who act as Transmission Function Employees (as described below).

 

            In addition to responsibilities that apply to Iroquois and all Iroquois Personnel, the Standards of Conduct establish certain additional responsibilities for the Iroquois Personnel determined to be “Transmission Function Employees.”  These personnel include employees, contractors, consultants and agents of Iroquois who actively and personally engage on a day-to-day basis in transmission functions. Transmission functions are comprised of the planning, directing, organizing or carrying out of day-to-day transmission operations, including the granting and denying of transmission requests.  Field, maintenance, construction, engineering, and clerical employees who are not normally involved in the day-to-day operation of the pipeline system will not be considered Transmission Function Employees.

 

            Iroquois’ Transmission Function Employees include the following employees of IPOC:

                        Executive

·        President & General Counsel

·        Vice President, Marketing, Development & Commercial Operations

·        Vice President, Engineering & Operations

 

                        Legal

·        Director of Legal Services & Secretary

·        Attorney

 

Marketing, Development & Commercial Operations

·        Director, Market Development & Customer Service

·        Market Development Manager

·        Manager, Commercial Operations & Gas Control

·        Chief System Controller

·        Senior System Controller

·        System Controllers

·        Manager, Transportation Systems

·        Capacity Marketing & Asset Optimization Manager

·        Contracting & Credit Services Representative

·        Transportation Services Coordinator

·        Senior Business Analyst

·        Senior Engineer, Planning

·        Project Development Manager

·        Transportation Services Representative

·        Senior Transportation Representative

 

Accounting

·        Treasurer and Director, Finanacial Services

·        Senior Staff Accountant

     

      Engineering

·        Manager, Field Operations & ROW

·        Manager, Engineering Services

·        Senior Engineer, Pipeline Integrity

·        Senior Engineer, Compression Integrity

·        Engineer, Electrical & Controls

·        Senior Engineer, Major Projects

·        Senior Engineer, Measurement

·        Senior Pipeline Engineer

·        Senior Engineer, Electrical & Controls

 

III.       IROQUOIS’ MARKETING FUNCTION EMPLOYEES

 

            The Standards of Conduct define “marketing functions” in the natural gas context as the sale of natural gas for resale in interstate commerce, or the submission of offers to sell natural gas in interstate commerce, with the exception of (i) bundled retail sales, (ii) incidental purchases of gas to operate interstate pipeline transmission facilities, (iii) sales from the seller’s own natural gas production, (iv) sales from the seller’s own gathering or processing facilities, and (v) sales by an intrastate gas pipeline, a Hinshaw pipeline, or a local distribution company making an on-system sale.  The act of purchasing natural gas (i.e., for consumption by an electric generation facility) is not considered a marketing function for Standards of Conduct purposes.

 

            Iroquois is a transportation-only pipeline that does not offer natural gas sales service and therefore does not itself engage in any marketing functions.  Thus, no employees of IPOC or contractors, consultants or agents of Iroquois are Marketing Function Employees. 

 

            Based on prior FERC rulings and the definition of “affiliate” in the Standards of Conduct (§ 358.3(a)), Iroquois’ only corporate affiliation, for Standards of Conduct purposes, is with TransCanada PipeLines, Limited (“TransCanada”).  The following affiliates of TransCanada have been determined to engage in marketing functions:

 

·        TC Ravenswood, LLC

·        TransCanada Energy Ltd.

·        TransCanada Power Marketing Ltd.

·        TransCanada Gas Storage USA, Inc.

 

            The employees, contractors, consultants or agents of the foregoing affiliates of Iroquois that engage in marketing functions are therefore deemed under the Standards of Conduct to be Iroquois Marketing Function Employees.  Those individuals have been identified to Iroquois’ Chief Compliance Officer by its affiliates, and those affiliates have been charged with notifying Iroquois’ Chief Compliance Officer promptly in the event of any change in such personnel.  Iroquois’ Chief Compliance Officer shall provide this identifying information to all Iroquois Transmission Function Employees and promptly provide notification of any changes received from the affiliates.  In addition, Iroquois’ Transmission Function Employees shall be notified of the function and job responsibilities of an Iroquois Marketing Function Employee, and shall be instructed to treat as an Iroquois Marketing Function Employee any employee, contractor, consultant or agent of the above-named Iroquois affiliates that engages in marketing functions, regardless of whether such individual has been identified to Iroquois as an Iroquois Marketing Function Employee.

 

            Consistent with general Commission policy, in the event that Iroquois enters into a merger agreement with another company, Iroquois shall treat all employees, consultants, contractors or agents of any affiliates of its merger partner that engage in marketing function activities as if they were Iroquois Marketing Function Employees during the pendency of the merger transaction.

 

 

IV.       PROCEDURES TO COMPLY WITH THE NON-DISCRIMINATION REQUIREMENTS.

 

            The Standards of Conduct require Iroquois to ensure that it and all Iroquois Personnel refrain from unduly discriminating in favor of, or against, any shipper, whether affiliated or not affiliated.  Accordingly, and in conjunction with the other policies and procedures established herein, Iroquois is establishing and implementing the following rules and procedures to comply with the Non-discrimination Requirements: 

 

            A.        Strict Enforcement of Tariff Provisions (§ 358.4(a))

 

All Iroquois FERC Gas Tariff provisions that do not permit the use of discretion shall be strictly enforced.  In the event that Iroquois deems circumstances to warrant any divergence from a non-discretionary tariff requirement, Iroquois shall seek approval for such divergence from FERC and shall make any such divergence available on a non-discriminatory basis to all similarly situated shippers.

 

B.        Fair, Impartial, Non-Discriminatory Exercise of Tariff Discretion (§§  358.4(b) and 358.7(i))

 

1.         All Iroquois FERC Gas Tariff provisions that permit the use of discretion shall be administered in a fair and impartial manner that treats all shippers on a not unduly discriminatory basis.

 

2.         In the event that a waiver is granted to an Iroquois affiliate that engages in marketing functions (i.e., any of the companies identified in Section III., above), the Iroquois Transmission Function Employee responsible for granting the waiver shall notify the Iroquois employee responsible for administering Iroquois’ internet website postings so that the necessary information may be posted as set forth in Section VI.D.4., below.

 

C.        No Undue Preference in Sale of Transmission Services (§ 358.4(c) and (d))

 

1.         Iroquois shall not, through the administration of its FERC Gas Tariff or otherwise, give undue preference to any shipper or prospective shipper in matters relating to its sale of transmission service, including but not limited to issues of price, curtailment, scheduling, or balancing. 

 

2.         All similar requests for service shall be processed in the same manner and within the same period of time.

 

3.         When receiving telephone, e-mail or other inquiries from third parties regarding the status or availability of transmission service, Iroquois Personnel shall disclose to Marketing Function Employees only information that has been posted on Iroquois’ internet website, Iroquois OnLine (“IOL”) or that is otherwise available to the general public without restriction. Changes in the status or availability of transmission service shall not be disclosed until IOL has been updated.

 

 

V.        PROCEDURES TO COMPLY WITH THE INDEPENDENT FUNCTIONING AND “NO CONDUIT” RULES.

 

            The Standards of Conduct require Iroquois to ensure that its Transmission Function Employees function independently from the Iroquois Marketing Function Employees, except in emergency circumstances.    In this regard, Iroquois is required to maintain and enforce procedures for preventing access by its Marketing Function Employees to non-public transmission system and customer information, and for ensuring that No Iroquois Personnel act as, or utilize a third party to act as, a conduit for the conveyance of non-public transmission or customer information.  The following policies and procedures implement these rules.   

 

A.        Procedures for Maintaining Separation of Functions (§ 358.5(a) and (b))

 

1.                  Iroquois Transmission Function Employees are prohibited from engaging in marketing functions, as those functions are defined in Section III, above.

 

2.                  Iroquois Marketing Function Employees are prohibited from engaging in or conducting any Iroquois transmission functions, except in Emergency Circumstances as provided in Section V.E.

 

3.                  All communications between Iroquois Personnel (other than senior management personnel) and Iroquois Marketing Function Employees should be disclosed to the Iroquois Personnel’s immediate supervisor so that a determination can be made whether additional steps should be taken to ensure compliance with these SOC Written Procedures.

 

4.                  Subject to the exceptions set forth in Sections V.E. and F., below, Iroquois Personnel are prohibited from disclosing to an Iroquois Marketing Function Employee any transmission function information pertaining to Iroquois that is not already posted on IOL or otherwise publicly available without restriction. 

 

5.                  All communications with Iroquois Marketing Function Employees pertaining to the status or availability of transmission service shall be handled in conformity with the procedures set forth in Section V.F. of these SOC Written Procedures.

 

6.                  Particular care must be exercised by Iroquois Personnel when communicating non-public information pertaining to Iroquois’ transmission system operations through electronic media such as e-mail, in order to protect the confidentiality of such information and avoid inadvertent dissemination to a distribution list that may include an Iroquois Marketing Function Employee.

 

B.        “No Conduit” Restrictions (§ 358.6)

 

1.         Iroquois is prohibited from using anyone as a conduit for the disclosure of non-public transmission function information to any Iroquois Marketing Function Employee. 

 

2.         All Iroquois Personnel, as well as all contractors, consultants, and agents of Iroquois and all employees, contractors, consultants and agents of the affiliates of Iroquois that are engaged in marketing functions are prohibited from disclosing non-public transmission function information to any Iroquois Marketing Function Employee. 

 

C.        Procedures for Limiting Access to Facilities and Information Systems (§ 358.5(b)(1)(ii))

 

1.                  All visitors to Iroquois’ corporate offices are required to register at the reception desk and be escorted by an Iroquois employee throughout their visit.  Iroquois’ visitor log records shall be maintained by the Manager of Administrative Services for a period of not less than three years. 

 

2.                  Iroquois’ system control center (“Gas Control”) shall be subject to additional restricted access protections.  Access to Gas Control is controlled by a key card access system, and key cards are only issued to authorized Iroquois personnel.  Iroquois Marketing Function Employees are prohibited from having access to Gas Control that differs in any way from the access available to other Iroquois shippers.  Appropriate signage shall be affixed prominently to the entrance of Gas Control to remind all entrants of the applicability of these SOC Written Procedures and, in particular, this restricted personnel access requirement.

 

3.                  Iroquois does not presently share any computer systems with its affiliates, and does not anticipate developing any such sharing in the foreseeable future.  To ensure the confidentiality and protection of all non-public Iroquois transmission and customer information, Iroquois’ Information Technology (“IT”) department has erected and maintains appropriate password requirements, firewalls and other security measures for all of the pipeline’s information systems.  The IT department shall conduct an annual review of passwords, firewalls and other security measures to ensure that the integrity of Iroquois’ information systems are not compromised.

 

D.        Procedures for Maintenance of Independent Books and Records (§ 358.8(d))

 

1.                  Iroquois maintains its books and records (as specified under 18 C.F.R. Parts 201 and 225) separately from the books and records of any of its affiliates that employ or retain Marketing Function Employees.

 

2.                  Iroquois’ Treasurer and Director of Financial Services shall restrict access to all non-public books and records relating to Iroquois’ transmission system operations, and ensure that such books and records are not accessible to Iroquois Marketing Function Employees.

 

E.         Procedures Applicable to Emergency Circumstances Affecting System    Operations or Reliability (§ 358.7(h), § 358.7(g)(2))

 

1.                  Iroquois Personnel are authorized to deviate from these SOC Written Procedures as necessary to keep Iroquois’ transmission system in operation during emergency circumstances that affect system reliability, such as an earthquake, flood, fire or hurricane that severely disrupts Iroquois’ normal business operations (“Emergency Conditions”). 

 

2.                  In Emergency Conditions, if required, Transmission Function Employees may call upon Iroquois Marketing Function Employees to assist in maintaining system operations or restoring the system to a normal operating state.

 

3.                  In the event of an Emergency Condition in which Iroquois’ Transmission Function Employees and Marketing Function Employees exchange any non-public information, the supervisor of the affected Iroquois Transmission Function Employee(s) shall direct the creation of a record of such exchange.  The record shall be made either contemporaneously or as soon as practicable after the fact, and shall take the form of written or electronically or telephonically recorded notes.  The record shall be forwarded to the Iroquois Chief Compliance Officer and shall be retained by Iroquois for a period of not less than five (5) years.  The report shall include:

 

a.         The nature of the Emergency Condition, as well as the date on which it occurred and its duration;

 

b.         The names of all Iroquois Transmission Function Employees and Marketing Function Employees who engaged in such sharing of non-public transmission function information; and

 

c.         A summary or description of the non-public information shared.

 

4.         In Emergency Conditions, if required, Iroquois may temporarily suspend its posting requirements as provided in these SOC Written Procedures.  However, if the disruption lasts for longer than one (1) month, Iroquois shall notify the FERC and, as necessary, seek approval for a further exemption from the posting requirements.

 

F.         Procedures Applicable to Permitted Communications Pertaining to An Affiliate’s Request for Service (§ 358.7(b))

 

1.         Iroquois Personnel, including Transmission Function Employees, are permitted to communicate with Iroquois Marketing Function Employees, and are not required to publicly disclose, information that relates solely to that Marketing Function Employee’s specific request for transmission service or interconnection.  

 

2.         All requests by Marketing Function Employees for new transmission service shall be handled through IOL or in accordance with other procedures specified in Iroquois’ FERC Gas Tariff that are available and applicable to all Iroquois shippers.

 

G.        Procedures Governing Use of Third Party Contractors and Consultants

 

With respect to all contractor/consultant relationships entered into by Iroquois in which the contractor/consultant shall function as a Transmission Function Employee, Iroquois shall (a) require that individual to refrain from acting as an Iroquois Marketing Function Employee for the duration of his or her engagement as an Iroquois Transmission Function Employee, (b) treat the contractor/consultant as a “new employee” for purposes of dissemination of, and training regarding, these SOC Written Procedures, and (c) establish additional protocols, as necessary, to protect the confidentiality of Iroquois transmission system and customer information. 

 

H.        Procedures for Collection and Maintenance of Transportation Discount Information (§ 250.16(d))

 

1.         Iroquois’ Marketing, Development and Commercial Operations Department shall create a record of the following information for each discounted rate transaction and for each billing period: 

 

·                    The name of the shipper and whether it is an affiliate or whether an affiliate is involved in the transaction (and if so, what that affiliate’s role is - i.e., shipper, marketer, supplier, seller),

 

·                    The rate or fee actually charged during the billing period,

 

·                    The maximum rate,

 

·                    The time period for which the discount will apply,

 

·                    The quantity of gas scheduled at the discounted rate,

 

·                    The delivery point(s), and

 

·                    Any conditions or requirements of the discount.

 

            These discount transaction records shall be forwarded to the Iroquois Chief Compliance Officer promptly upon their creation. 

 

I.          Exception to Information Sharing Prohibitions Following Voluntary Consent (§ 358.7(c))

 

1.         An Iroquois shipper may voluntarily consent, in writing, to allow Iroquois to share the non-affiliated shipper’s non-public information with an Iroquois Marketing Function Employee.  In each such instance, the following procedures shall be followed:

 

a.         A copy of the consent shall be forwarded to the Director, Market Development and Customer Service for review and confirmation and to the Chief Compliance Officer for recordkeeping; and

 

b.         Iroquois shall post a notice of the consent on IOL along with a statement that it did not provide any preferences, either operational or rate-related, in exchange for the voluntary consent.

 

 

VI.       PROCEDURES FOR COMPLIANCE WITH THE TRANSPARENCY RULE.

 

            A.        Posting of Standards of Conduct Information (§ 358.7(g))

 

1.         “Iroquois Online” (“IOL”) is Iroquois’ electronic website for customer transactions and information.  Iroquois’ website address is www.iroquois.com.   All SOC-related information required to be posted on Iroquois’ internet website shall be posted in the Informational Postings section of IOL.

 

2.         Iroquois shall update its IOL postings within seven (7) business days of any change, and post the date on which the information was updated.

 

B.        Postings in the Event of Prohibited Disclosures (§ 358.7(a))

 

1.         In the event that any non-public Iroquois transmission function information (other than non-public shipper information or information that is considered Critical Energy Infrastructure Information (“CEII”) or otherwise prohibited by FERC from public disclosure) is disclosed to any Iroquois Marketing Function Employee in violation of these SOC Written Procedures, Iroquois will take immediate steps to post the information that was disclosed on IOL.

 

2.         In the event that any non-public Iroquois shipper information or CEII or information otherwise prohibited by FERC from public disclosure is disclosed to any Iroquois Marketing Function Employee in violation of these SOC Written Procedures, Iroquois will take immediate steps to post on IOL a notice of the fact of the disclosure (without posting the actual information).

 

C.        Information Required to be Maintained in Postings           

 

1.         The following information shall be maintained on IOL:

 

·              A copy of these SOC Written Procedures, as such may be updated from time to time.  (§ 358.7(d))

 

·                    The name and contact information of Iroquois’ Chief Compliance Officer and telephone number of Iroquois’ SOC hotline.  (§ 358.8(c)(2))

 

·                    The names and addresses of all affiliates that employ or retain Marketing Function Employees. (§ 358.7(e)(1))

 

·                    A list of all employee-staffed facilities shared by Iroquois and any Iroquois Marketing Function Employees. (§ 358.7(e)(2))

 

·                    The job titles and job descriptions of all Iroquois Transmission Function Employees.  (§ 358.7(f)(1))

 

D.        Other Periodic Standards of Conduct Postings

 

1.         Posting of Employee Transfer Information (§ 358.(f)(2))

 

Employee job transfers between the transmission function and the marketing function are permissible so long as they are not used as a means to circumvent any provision of the Standards of Conduct rules.  When an Iroquois Transmission Function Employee transfers to a position as an Iroquois Marketing Function Employee, or vice versa, the following information shall be posted and remain on IOL for 90 days:

 

a.                   The name of the transferring employee;

 

b.                  The titles the employee held while performing each function; and

 

c.                   The effective date of the transfer.

 

2.         Posting of Merger Information (§ 358.7(e)(3))

 

Information concerning potential merger partners (which shall disclose such information as would be required to be disclosed if the merger partner and its affiliates were already affiliates of Iroquois) shall be posted on IOL within seven (7) days of the public announcement of the proposed merger.

 

3.         Posting of Information Regarding Non-Compliance  

 

Iroquois shall post on IOL information detailing the circumstances and manner of any deviation by Iroquois Personnel from these SOC Written Procedures.  Such posting shall be made within twenty four (24) hours of the determination that such a deviation has occurred. 

 

4.         Posting of Affiliate Waivers   (§ 358.7(i))

 

Iroquois shall post a notice of each waiver of any of its FERC Gas Tariff provisions in favor of an affiliate, unless such waiver was approved by FERC.  The posting shall be made within one (1) business day of the grant of the waiver.  Iroquois shall also maintain a log of all such waivers, which shall be made available to the Commission upon request.  All waiver records shall be kept for a period of five (5) years from the date of each act of waiver.

 

 Iroquois shall post information pertaining to all discount transactions as part of its firm and interruptible transaction postings on IOL required pursuant to 18 C.F.R. § 284.13(b). 

 

E.         Monitoring and Audit of Posting Procedures

 

The Chief Compliance Officer shall monitor the informational postings required under these SOC Written Procedures for compliance and accuracy, and shall perform annual audits of the informational posting data collection, evaluation, and posting process to assess whether additional procedures need to be developed. 

 

VII.     TRAINING

 

            The Standards of Conduct require certain Iroquois Personnel and its Marketing Function Employees to attend either in-person or electronic training sessions and to sign or complete forms certifying that they have been trained regarding the Standards of Conduct requirements.  (§ 358.8(b) and (c).)  Iroquois is implementing the following rules and procedures to comply with these training requirements:

 

A.                 All Iroquois Personnel with the exception of clerical, maintenance and field personnel shall receive Standards of Conduct training on an annual basis. 

 

B.         All Iroquois Personnel receiving training shall be distributed a copy of these SOC Written Procedures, and shall be required to execute a certification declaring that they have received such procedures and participated in such training. 

 

C.        All new Iroquois Personnel (other than clerical, maintenance and field support personnel) shall be required to take Standards of Conduct training within thirty (30) days of their arrival, and to certify their attendance at such training and receipt of the SOC Written Procedures.  Such new training shall be conducted either in person or via an electronic training program.

 

D.        Iroquois’ Chief Compliance Officer shall coordinate with Iroquois’ affiliates that employ or retain Marketing Function Employees as well as any Iroquois contractors, consultants or agents whose employees function as Iroquois Transmission Function Employees to ensure compliance with the training, certification, and SOC Written Procedures dissemination requirements, as provided in Section VIII.B.2 and 4.

 

 

VIII.    COMPLIANCE OVERSIGHT

 

            The Standards of Conduct require that Iroquois designate a Chief Compliance Officer to be responsible for standards of conduct compliance.  (§ 358.8(c)(2).)  Iroquois has established the following duties and responsibilities for its Chief Compliance Officer:

 

A.        As a general matter, Iroquois’ Chief Compliance Officer shall be responsible for oversight of Iroquois’ Standards of Conduct compliance, including the implementation of, compliance with, and periodic updating of these SOC Written Procedures. 

 

B.         Specific responsibilities of the Chief Compliance Office shall include the following:

 

1.                  The Chief Compliance Officer shall be responsible for coordinating and supervising the dissemination of these SOC Written Procedures to all applicable Iroquois Personnel and Iroquois Marketing Function Employees.

 

2.                  The Chief Compliance Officer shall be responsible for coordinating and supervising initial Standards of Conduct training for all applicable new Iroquois Personnel, as well as annual refresher training for all Iroquois Personnel;  provided that the Chief Compliance Officer may coordinate with Iroquois’ affiliates to provide the training for Iroquois Marketing Function Employees and shall coordinate with the company that employs any consultant, contractor or agent of Iroquois that serves as an Iroquois Transmission Function Employee for that employee to be trained regarding the Standards of Conduct.

 

3.                  The Chief Compliance Officer shall assist in an annual external audit of these SOC Written Procedures by one of the partners in the Iroquois limited partnership.

 

4.                  The Chief Compliance Officer shall be responsible for coordination with Iroquois’ affiliates (as defined pursuant to the Standards of Conduct and the Commission’s regulations and orders) that employ or retain Marketing Function Employees with respect to all aspects of compliance.  Such coordination shall include development of protocols to obtain information regarding any changes in Marketing Function Employee personnel, the affiliate’s dissemination of these SOC Written Procedures, initial and annual training of Marketing Function Employees, and other compliance activities.

 

5.                  The Chief Compliance Officer shall maintain a hotline for customers, competitors, and other interested parties to report any alleged or potential violations of these procedures.

 

6.                  The Chief Compliance Officer shall take reasonable steps to investigate all instances of alleged violation of these Written Procedures or the Standards of Conduct generally, and shall report the results of such investigations, including any recommended disciplinary actions, to the President & General Counsel of IPOC.

 

7.                  The Chief Compliance Officer shall be responsible for maintaining Iroquois’ records pertaining to the Standards of Conduct.  Such records shall include:

 

a.         employee transfer information;

 

b.         documentation of compliance issues and their resolution;

 

c.         employee certifications and all other records pertaining to training;

 

d.         records pertaining to permitted instances of communications between Iroquois Transmission Function Employees and Marketing Function Employees, as provided in Section V.E.;

 

e.         records pertaining to discount rate transactions, as provided in Section V.H.;

 

f.          quarterly reports submitted to the President & General Counsel of IPOC with respect to Standards of Conduct compliance, as required in this section;

 

g.         annual Standards of Conduct compliance audit reports; and

 

h.         historical informational postings required by the Standards of Conduct.

 

All records pertaining to Standards of Conduct compliance shall be retained for a period of not less than five (5) years.

 

8.                  The Chief Compliance Officer shall submit a quarterly written report to the President & General Counsel of IPOC on the status of Iroquois’ compliance with the Standards of Conduct.

 

 

 

IROQUOIS GAS TRANSMISSION SYSTEM, L.P.

 

STANDARDS OF CONDUCT FOR TRANSMISSION PROVIDERS

 

CERTIFICATION

 

            I hereby certify that (i) I have received and reviewed the Iroquois Gas Transmission System, L.P. Written Procedures for Implementation of Standards of Conduct for Transmission Providers (“SOC Written Procedures”),  (ii) I have participated in and completed either an on-line or live training session pertaining to these SOC Written Procedures, (iii) I will comply fully with all aspects of these SOC Written Procedures that apply to an individual with my job responsibilities, and (iv) I will bring to the attention of my immediate supervisor or Iroquois’ SOC Chief Compliance Officer any questions or concerns that I have regarding these SOC Written Procedures or Iroquois’ compliance with the Standards of Conduct for Transmission Providers.

 

 

 

 

 

 

____________________________

                                                                                        Signature

 

____________________________

                                                                                        Position

 

____________________________

                                                                                        Department

 

____________________________

                                                                                        Date