EXHIBIT 14.1
CE CASECNAN WATER AND ENERGY COMPANY, INC.
CODE OF ETHICS FOR CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER AND CHIEF
ACCOUNTING OFFICER
A. SCOPE.
The Company has a Code of Business Conduct for Managers and Rules of
Conduct for All Employees (collectively, the "Rules of Conduct") that establish
standards addressing, among other things, business conduct, improper payment,
the proper recording and disclosure of funds or assets, and financial reporting.
The Rules of Conduct are applicable to the CE Casecnan Water and Energy Company,
Inc. Chief Executive Officer, Chief Financial Officer and to the Chief
Accounting Officer, or persons acting in such capacity, (collectively the
"Covered Officers"). To further reinforce the Rules of Conduct, the Covered
Officers are subject to the following Code of Ethics.
B. PURPOSE.
The Company is proud of the values with which it conducts business. It has
and will continue to uphold the highest levels of business ethics and personal
integrity in all types of transactions and interactions. To this end, this Code
of Ethics serves to (1) emphasize the Company's commitment to ethics and
compliance with the law; (2) set forth basic standards of ethical and legal
behavior; (3) provide reporting mechanisms for known or suspected ethical or
legal violations; and (4) help prevent and detect wrongdoing.
Given the variety and complexity of ethical questions that may arise in the
course of business of the Company, this Code of Ethics serves only as a rough
guide. Confronted with ethically ambiguous situations, the Covered Officers
should remember the Company's commitment to the highest ethical standards and
seek independent advice, where necessary, to ensure that all actions they take
on behalf of the Company honor this commitment.
C. ETHICS STANDARDS.
1. Honest and Ethical Conduct.
The Covered Officers shall behave honestly and ethically at all times and
with all people. They shall act in good faith, with due care, and shall engage
only in fair and open competition, by treating ethically competitors, suppliers,
customers, and colleagues. They shall not misrepresent facts or engage in
illegal, unethical, or anti-competitive practices for personal or professional
gain.
This fundamental standard of honest and ethical conduct extends to the
handling of conflicts of interest. The Covered Officers shall avoid any actual,
potential, or apparent conflicts of interest with the Company and any personal
activities, investments, or associations that might give rise to such conflicts.
They shall not compete with or use the Company for personal gain, self-deal, or
take advantage of corporate opportunities. They shall act on behalf of the
Company free from improper influence or the appearance of improper influence on
their judgment or performance of duties. A Covered Officer shall disclose any
material transaction or relationship that reasonably could be expected to give
rise to such a conflict to MidAmerican Energy Holdings Company's General Counsel
or the Chair of the Audit Committee of MidAmerican Energy Holdings Company's
Board of Directors. No action may be taken with respect to such transaction or
party unless and until the General Counsel and MidAmerican Energy Holdings
Company's Audit Committee has approved such action.
2. Timely and Truthful Disclosure.
In reports and documents filed with or submitted to the Securities and
Exchange Commission and other regulators by the Company, and in other public
communications made by the Company, the Covered Officers shall make disclosures
that are full, fair, accurate, timely, and understandable. The Covered Officers
shall provide thorough and accurate financial and accounting data for inclusion
in such disclosures. The Covered Officers shall not knowingly conceal or falsify
information, misrepresent material facts, or omit material facts necessary to
avoid misleading the Company's independent public auditors or investors.
3. Legal Compliance.
In conducting the business of the Company, the Covered Officers shall
comply with applicable governmental laws, rules, and regulations at all levels
of government in the United States and in any non-U.S. jurisdiction in which the
Company does business, as well as applicable rules and regulations of
self-regulatory organizations of which the Company is a member. If the Covered
Officer is unsure whether a particular action would violate an applicable law,
rule, or regulation, he or she should seek the advice of inside counsel (if
available), and, where necessary, outside counsel before undertaking it.
D. VIOLATIONS OF ETHICAL STANDARDS.
1. Reporting Known or Suspected Violations.
The Covered Officers will promptly bring to the attention of the Company's
General Counsel or the Chair of MidAmerican Energy Holdings Company's Audit
Committee any information concerning a material violation of any of the laws,
rules or regulations applicable to the Company and the operation of its
businesses, by the Company or any agent thereof, or of violation of the Rules of
Conduct, or the Code of Ethics. Reports of violations will be investigated by
the Company's General Counsel and the findings communicated to MidAmerican
Energy Holdings Company's Audit Committee.
2. Accountable for Violations.
If MidAmerican Energy Holdings Company's Audit Committee determines that
this Code of Ethics has been violated, either directly, by failure to report a
violation, or by withholding information related to a violation, it may
discipline the offending Covered Officer for non-compliance with penalties up to
and including termination of employment. Violations of this Code of Ethics may
also constitute violations of law and may result in criminal penalties and civil
liabilities for the offending Covered Officer and the Company.