California Power Exchange Corporation
Annual Employee Disclosure Questionnaire
This questionnaire was designed specifically for officers, employees, temporary employees, and
Substantially Full-Time consultants and contractors of CaIPX. The period under review is from the date
of employment, or the first day an individual has worked as a temporary employee, Substantially Full-
Time consultant or contractor of CaIPX. Completion of this questionnaire is required in the CaIPX
Bylaws (see Exhibit A - Employee Code of Conduct, section A.2.3). Additional questions have been
included in this questionnaire in the best interests of both CaIPX and the respondent. The primary
objectives of this questionnaire is to:
1) Increase awareness regarding the expectations that CaIPX has regarding Employee Code of
Conduct.
2) Measure compliance with the CaIPX Employee Code of Conduct.
3) Serve as a mechanism for encouraging open dialogue regarding relevant issues, as well as
questions, comments and concerns that may serve to further enhance the format and/or content of
this questionnaire and the CaIPX Employee Code of Conduct. These questions should be directed
to Richard Culhane, Sr. Director of Human Resources.
All False" answers should be explained in the Additional Comments section on pages 10 and 11 of this
questionnaire. In addition, space is provided to allow the respondent to elaborate on any answer. If
information is included on these pages, the appropriate statement number should be referenced to
facilitate the review process.
Upon completion of this document, please return it to Richard Culhane, Sr. Director of Human
Resources.
DEFINITION OF TERMS
For the purposes of this questionnaire, the following capitalized terms have definitions:
"Corporation" - includes CaIPX, its divisions, and CaIPX officers, employees or other third parties, such
as temporary employees, Substantially Full-Time consultants and contractors, etc., acting on the behalf
of CaIPX.
"Direct Payments" - includes money, transfer of stock, bonds or any other property, the payment of
expenses, the providing of services of any type, the assumption or forgiveness of any indebtedness, or
any other transfer of goods, services, tangibles or intangibles which accrues to the benefit of the
ultimate recipient or promotes his or her interest.
"Entertainment or Gratuity" - such as food, refreshments, an event in the form of a luncheon or other
type of gathering (i.e., meeting or function) and non-cash gifts of a nominal value, such as pens,
pencils, note pads, calendars, or gifts received for a special occasion, in each case the value not
exceeding $250 per source per year, are acceptable. Cash in any form or amount is not considered an
acceptable gift and is explicitly forbidden.
California Power Exchange Corporation
Annual Employee Disclosure Questionnaire
"Family Member" - includes spouse, parents, grandparents, children, brothers, sisters, in-laws, and
any step" or adopted" relatives of a CaIPX officer, employee, temporary employee, Substantially Full-
Time consultant and contractor.
'Government" - includes any agency, instrumentality, subdivision or other body of any national, state or
local government, including regulatory agencies or government-controlled businesses, corporations,
companies or societies.
"Indirect" Payments - includes any item which is for an individual's benefit or promotes his or her
interest, regardless of the medium in which the payment is made and regardless of the identity of the
immediate recipient or payee. A payment made to an agent or relative, or to an independent
contractor, sales representative, consultant, attorney, lobbyist, charity, CaIPX employee or other third
party, may be treated as an Indirect payment if such payment accrues or will accrue to his or her
benefit, or will promote his or her financial or other interests, or if there is reason to believe that such
initial recipient may have transferred the payment to another party for that party's benefit or interest.
"Interested Parties" - a CaIPX officer, employee, temporary employee, Substantially Full-Time
consultant and contractor, Family Member, and Related Entity.
"Market Entity" - any entity engaged in the generation, transmission, marketing or distribution of
electricity.
"Participant" - any person or entity that purchases or sells electrical power through CaIPX.
"Related Entity" - any entity or group in which any of the foregoing individuals has an interest or to
which any of the foregoing individuals owes an allegiance through employment or other material
economic relationship.
"Securities" - includes all interests in debt or equity instruments. The term includes, without limitation,
secured and unsecured bonds, debentures, notes, securitized assets, and commercial paper, as well
as all types of preferred and common stock. The term encompasses both current and contingent
ownership interests. It extends to any right to acquire any long or short position in such securities and
includes, without limitation, interests convertible into such securities, as well as options, rights warrants,
puts, calls and straddles with respect thereto. It does not include an interest in a publicly traded or
publicly available mutual fund or other collective investment fund, or in a widely held pension or similar
fund provided that the prospectus does not indicate the objective or practice of concentrating its
investments in Market Entities or any affiliates thereof, and the employee or officer neither exercises
control nor has the ability to exercise control over the financial interests held in the fund.
"Substantially Full-Time" - means working on CaIPX matters more than thirty five (35) hours per week
either (i) for a period of twenty six (26) or more weeks consecutively or in any year or (ii) pursuant to a
contract with a term of twenty six (26) or more weeks (consecutively or in any year).
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California Power Exchange Corporation
Annual Employee Disclosure Questionnaire
ANNUAL EMPLOYEE DISCLOSURE QUESTIONNAIRE
STANDARDS
Not
True False Applicable
A. General
(1) I have read the CaIPX Employee Code of
Conduct and agree to abide by its terms.
(2) I have not put myself in a position in which my
personal interests are in direct conflict with
those of CaIPX. Furthermore, my personal
interests will not interfere with my ability to
perform my job as well as possible.
(3) I have not, nor has a Family Member, acted as
a director, officer, employee, temporary
employee, contractor, or consultant for a
competitor, supplier, vendor, Participant, or
Related Entity.
(4) If the answer to question (3) was "False",
disclosure of this activity was made in writing,
supported by specific reasons, and approved
by the Governing Board prior to acting in
the capacity mentioned above.
(5) To the best of my knowledge, neither 1, nor
any Family Member, has any direct or indirect
ownership or profit participation with any
Related Entity or enterprise that is a competitor,
that purchases or sells goods or services,
borrows or loans funds, leases property or
engages in any other business transactions with
CaIPX.
Note: see Definition of "Securities" for
Information regarding "ownership."
(6) I have not used any CaIPX property or services
for personal gain and have not removed
or disposed of CaIPX materials, supplies or
equipment without proper authority.
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California Power Exchange Corporation
Annual Employee Disclosure Questionnaire
Not
True False Applicable
(7) I have not, nor has a Family Member, accepted
any form of Entertainment or Gratuity, that
would tend to affect, or give the appearance of
affecting, my judgment in the performance of my
duties.
(8) If Entertainment or a Gratuity was accepted, I
have kept a written record of each item and/or
event attended.
(9) I have not given Entertainment or a Gratuity in
any form to anyone for the purpose of
influencing their judgment in the performance
of their duties.
(10) I have not withheld information from or given
false or misleading information to anyone
conducting a duly authorized investigation
or audit relating to CaIPX or its business.
Note: The only possible exceptions to
withholding information is to protect a
recognized legal privilege or to appropriately
assert confidentiality.
(11) I have not discriminated against anyone on any
unlawful basis, including sex, race, religion,
color, national origin, sexual orientation, age,
medical condition, physical or mental disability,
HIV or AIDS condition, marital status, veteran
status, or family leave status.
(12) I have not been under the influence of alcohol,
or possessed, used or been under the
influence of any illegal drugs while on the job or
during work hours (including meal breaks).
B. Non-Participation in Energy Transactions
(13) I have not, nor has a Family Member, acted
as a broker in connection with any power or
energy sale or purchase.
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California Power Exchange Corporation
Annual Employee Disclosure Questionnaire
Not
True False Applicable
(14) I have not, nor has a Family Member,
purchased electricity, except for ordinary
personal uses, or sold electricity except to
the extent necessary to carry out the
Corporation's functions.
(15) I have not, nor has a Family Member, acted
as an Interested Party and as an employee,
director or attorney for, or a Substantially
Full-Time consultant or contractor to, any
Market Entity.
(16) If the answer to Question (15) was "False," my
request to operate in such a capacity was
made in writing, supported by specific reasons,
and approved by the Governing Board prior to
my acting in that capacity.
(17) I have disclosed all pertinent information
regarding Securities of any market entities or
their affiliates which I own.
(18) I have disposed of all Securities of any market
entities or their affiliates within four (4) months
after my agreed upon start date (or within six
(6) months provided the agreed upon start date
was prior to January 1, 1998).
(19) While an Interested Party, I have not acquired,
either directly or indirectly, Securities issued by
any Market Entities or their affiliates.
C. Administration of Market Rules
(20) I understand that it is the policy of the
Corporation to conduct an open, efficient,
non-discriminatory market for the purchase
and sale of electric energy.
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California Power Exchange Corporation
Annual Employee Disclosure Questionnaire
Not
True False Aplicable
(21) Where discretion can be exercised with the
application of any rule or provision relating to
the sale or purchase of electricity, I have
exercised the same degree of discretion when
applying the rule to persons in the same or
similar situation.
(22) I have strictly enforced any market rule relating
to the sale or purchase of electricity which does
not, by its terms, provide for the exercise of
discretion.
(23) I have not given any purchaser or seller undue
preference over any other purchaser or seller in
matters relating to the purchase or sale of
electricity.
(24) I have processed all similar requests for the
purchase or sale of electricity in a non-
discriminatory manner and without undue delay.
(25) I understand that on any occasion where CalPX
grants a discretionary waiver on a non-material
market rule, CalPX must maintain a written log
of that waiver, the circumstances involved, the
person authorizing the waiver and the source
of authority for the waiver.
D. Use of Information
(26) I have not used any non-public information
obtained in my capacity as an officer, employee,
or Substantially Full-Time consultant or
contractor for my own personal gain (except to
the extent authorized by the Corporation's
bylaws, any laws or any court order) or to the
detriment of the Corporation.
(27) I have not disclosed or published, except as my
duties required, or used for personal gain, any
confidential information, documents or materials
of CalPX or its Participants.
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California Power Exchange Corporation
Annual Employee Disclosure Questionnaire
Not
True False Applicable
(28) I have not gained or granted others
unauthorized access to CalPX computers.
E. Illegal Acts
(29) I am not aware of any illegal or improper
conduct on the part of another Interested Party,
or conduct inconsistent with the CalPX Code of
Conduct.
(30) If the answer to Question (29) was False,"
when I became aware of illegal or improper
Conduct, I informed my supervisor or the
General Counsel of CalPX of such conduct.
F. Political Contributions and Activities
(31) I have not used funds or resources of CaiPX in
support of any political party or candidate for
elected office.
(32) I have not used my position, authority, or
influence with CalPX for the purpose of
affecting the result of an election or the
nomination of a party for public office.
(33) No Interested Party has asked, instructed or
coerced me into paying, lending, or contributing
anything of value (including personal services)
to a party, committee, organization, agency or
person for political purposes.
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California Power Exchange Corporation
Annual Employee Disclosure Questionnaire
Not
True False Applicable
G. Payments to Government Officials
(34) To my knowledge, the Corporation, or any third
party acting on behalf of the Corporation, has
not made Direct or Indirect Payments that might
be interpreted or construed as a bribe, kickback,
or other payment regardless of form, whether in
money, property or services, to or for the benefit
of any Government official or employee,
domestic or foreign, for the purpose of affecting
his or her action or the action of the Government
he or she represents, to obtain special
concessions, or to pay for business secured or
special concessions obtained in the past.
H. Commercial Bribery
(35) To my knowledge, the Corporation, or any third
party acting on behalf of the Corporation, has
not made Direct or Indirect Payments that might
be interpreted or construed as a bribe, kickback,
or other payment regardless of form, whether in
money, property or services, to or for the benefit
of an employee of another company or
organization for the purpose of obtaining
favorable treatment in securing business or
otherwise obtaining special concessions from
such other companies or organizations.
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California Power Exchange Corporation
Annual Employee Disclosure Questionnaire
Not
True False Applicable
1. Accommodation Payments
(36) To my knowledge, CalPX has not made any
Direct or Indirect Payments to accommodate
Interested Parties, Participants, suppliers, or
others by paying part of what is due or owing
into a country other than the domicile of the
payee or the country in which the work was
done; in the name of any third party, whether
or not related to the real party in interest to the
transaction, or otherwise engaging in payment
procedures which are in any way extraordinary
or at variance with CalPX's normal accounting
procedures and practices.
J. False or Artificial Entries in Books and Records
(37) Upon initiating or modifying entries in CalPX's
accounting records, I did so in accordance with
management's directions and in conformance
with CalPX's accounting policies and
procedures.
K. Unrecorded Funds or Assets
(38) To my knowledge, CalPX has not maintained,
either directly or indirectly, any cash funds,
bank deposits, or other Corporation assets
without recording them on the official
Corporation financial and accounting books
and records.
Signature
Print Name
Date
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California Power Exchange Corporation
Annual Employee Disclosure Questionnaire
Additional Comments
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California Power Exchange Corporation
Annual Employee Disclosure Questionnaire
Additional Comments (Continued)
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California Power Exchange Corporation
Annual Employee Disclosure Questionnaire
List of Representative Situations or Transactions -Which Would Be Subject of Inquiry Under the
Code of Conduct Questionnaire
The List is intended to indicate various areas for possible exploration with the interviewee. It is not
intended to be all encompassing, nor in any way a replacement for the questionnaire itself.
Accordingly, the questionnaire itself should remain the basis for any interview, with the supplemental
listing being used to stimulate interviewee response through the use of typical examples in each major
area.
Typical transactions or situations, which might fall under each of the major subject areas of the
questionnaire, are as follows (numbers in parentheses correspond to numbering in original
questionnaire):
Political Contributions and Activities (31, 32. 33)
* Purchase of tickets by the Corporation for political fund raising dinners or other political
campaign or party functions (such purchase may, in fact, be legal under the law of certain
jurisdictions within the United States).
* Loan of CaIPX personnel for political party work or campaign activities (e.g., paid leave of
absence, other reimbursement such as additional vacation time, etc.).
* Payment to a lobbyist which is passed through to a political candidate or campaign
organization.
* Contribution by an individual to a political campaign or party which is reimbursed by the
Corporation.
* Use of CaIPX facilities, such as automobiles, duplicating equipment, office equipment,
stationary, postage, etc. for political campaign or party activities.
* Guaranty of debt of any political candidate, party or campaign organization.
Payments to Government Officials (whether foreign or domestic) (9. 34)
* Money or property passed through a lobbyist or consultant to a public official or his
representative in order to obtain certain action on legislation, regulations or other
Governmental activity.
* Employment of consultants who are also connected with the Government or a Government
agency, for the purpose of influencing that agency's decisions.
* Excessive gifts or gratuities or excessive Entertainment of Government officials or their
representatives.
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California Power Exchange Corporation
Annual Employee Disclosure Questionnaire
* Payment passed through another party to a Government agent in order to influence
decisions that may favorably impact CalPX.
* Payment to a Government agent for the purpose of assuring his favorable decision towards
the company's products or dissuading his favorable decision towards products of another
company.
* Dues to trade associations or similar organizations which may be passed through to
Government officials or their staffs for influencing legislative action.
* Any payment to a Government official for affirmative action on legislation, regulation, tax
audits, Government reimbursement, setting of prices, etc.
* Use of company facilities (e.g., hunting lodges, etc.) by Government officials or their staff.
Commercial Bribery (9, 35)
* Payment of a commission to an employee or agent of another company (rather than to the
company itself) for promoting our product to his customers. (This may be with or without the
knowledge of an employer, depending upon the law of the various jurisdictions. Some
jurisdictions require that an employer must be unaware of such a payment for it to constitute
commercial bribery; others do not require this lack of employer knowledge.)
* Payment or gift to an employee or agent of another company in order to influence his
decision with respect to purchase of our products.
* Any similar Payments made through a consultant or contractor (particularly if said consultant
or contractor was recommended or suggested by the ultimate recipient).
* Use of company facilities (e.g., hunting lodges, etc.) by employees of other companies.
False or Artificial Entries in Books and Records (36.37)
* Mislabeled expenditures (e.g., bribes listed as promotional expenses).
* False or inflated invoices, which are used to disguise kickbacks, particularly in the
commercial bribery area.
* Expenditures that are passed through company officials or employees to third parties, e.g.,
bonuses that are used to reimburse individuals for political contributions.
* False prizes or awards (to Participants, vendors, etc.).
* Claiming a deduction for services or merchandise never received.
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California Power Exchange Corporation
Annual Employee Disclosure Questionnaire
Unrecorded Fund or Asset (38)
* Numbered foreign bank accounts.
* Bank accounts containing CaIPX funds but held in the names of individuals.
* Unrecorded petty cash orublack box" funds.
* Real and personal property held by a nominee.
The above is intended to be a list of examples of the sorts of areas that might be examined in the
course of an interview based on the original questionnaire. This does not, however, mean to
imply by the above list that all Payments falling within and of the described areas are necessarily
illegal or improper. In fact, many such Payments are not only proper but also a normal and
necessary part of doing business, such as the examples that follow.
List of Representative Situations or Transactions Which Would Not Be Reportable Under the
Code of Conduct Questionnaire
1. Promotional activities carried out in connection with the sale of the company's products,
including distribution of promotional items and materials.
2. Entertaining of existing and prospective business Participants.
3. Making occasional modest gifts to persons engaged in business with the company.
4. Participation by the company, either directly or through agents to sponsoring agencies,
in various seminars, symposia and other educational programs which may, from time to
time, include presentations or participation by Government officials or public
officeholders.
5. Participation by the company or its employees in civic or community projects, some of
which may involve Government participation.
6. Legitimate and duly reported lobbying activities of the company with respect to public
issues and legislative and/or regulatory matters affecting the company's business.
7. Encouraging employees of the company, on a nonpartisan basis, to participate actively
in the political process by their personal efforts and contributions on behalf of candidates
of their choice, including allowing employees, on election days, time off without
compensation to engage in politics actively at the polls, and occasionally allowing
employees to take a leave of absence without pay to participate in political activities of
their choice.
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California Power Exchange Corporation
Annual Employee Disclosure Questionnaire
8. Normal and customary entertaining (such as meals and, where applicable, reasonable
honorariums for participation in forums or seminars) of public office officeholders at
modest expense on company property and elsewhere.
9. Making bona fide Payments under written contracts to consultants, agents and similar
representatives for advice and assistance in securing domestic and foreign business and
expediting business transactions.
10. Maintaining domestic and foreign bank accounts in the name of the company, all of that
have identifying numbers, over which appropriate officers of the company (including
subsidiaries) have signatory authority, the balances of which are reflected on the books
of the company.
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