Investor Relations

NJR Code of Conduct

Policy

The directors and officers of the New Jersey Resources Corporation and its subsidiaries and affiliates (collectively, the "Company") firmly believe that fair and ethical business practices are a fundamental part of business conduct. Further, the very nature of our business imposes special obligations that build a public trust. Through the Code of Conduct, the Company is firmly committed to conducting business in a professional manner that clearly satisfies all moral and legal business obligations.

The Code of Conduct applies to all directors, officers, employees and agents of the Company (collectively referred to as "Company Representative(s)" or "Representative(s).") Under this Code of Conduct, the actions of all Company Representatives shall be governed by the highest standards of integrity and fairness. Strict compliance with all applicable laws and regulations is the policy of the Company, and all decisions shall be made to honor the spirit and letter of all such laws and regulations. Business shall be conducted honestly and ethically to effectively use the technical expertise, business skills and sound judgments needed to benefit customers and shareholders alike.

Our Company is an integral part of the many communities we serve. This is a corporate philosophy that encourages each of us, to the extent possible, to take an active and responsible part in public affairs that enhance the social and economic health of these communities.

Any legal questions about the matters discussed in this booklet should be addressed to our General Counsel and Chief Compliance Officer, whose telephone number is (732) 938-1489 and whose address is the Headquarters Building, Wall, New Jersey. If you believe that someone in the Company is or may be involved in any activity that violates applicable laws or regulations or any other part of this Code of Conduct you should report it to the Company in good faith and in accordance with the section of this Code entitled "Procedure." Such reports will not result in retaliation against you. New Jersey law specifically prohibits an employer from taking any retaliatory action against an employee who, among other things, reports that he or she reasonably believes the employer is acting in violation of a law, a rule or regulation. See the notice, in English and Spanish, regarding the New Jersey Conscientious Employee Protection Act ("CEPA"), annexed here as Attachment "A." 

Failure to adhere to this Code of Conduct will result in disciplinary action, up to and including termination of employment. These policies will be consistently and strictly applied, and will include disciplinary action against any foreman or supervisory personnel for negligent failure to detect an offense in his or her area of responsibility.

Copies of specific policies and procedures referenced herein may be found on-line at http://njr14/policyprocedure/Pages/default.aspx

Procedure

This Code of Conduct is your guide for how to conduct your day-to-day business activities. It sets the standard pursuant to which all business Company business and operations shall be conducted. For the most part, it sets for a number of common-sense policy guidelines to help us meet our moral and legal obligations to be responsible Company Representatives and good corporate citizens. Call it an "honor system" if you like. Just remember, it's all about honesty, fair play, integrity and good judgment.

Every Company Representative is expected to observe and follow the policy guidelines in this Code of Conduct. Copies are distributed annually to all existing Company Representatives and to new Company Representatives when they begin their employment with the Company.

When any Company Representative knows of or suspects that another Representative (or a vendor, agent or independent contractor of the Company) is engaged in unlawful, unethical, dishonest conduct or conduct that otherwise violates this Code of Conduct, that person is obligated to take immediate action. Specifically, the Representative shall promptly report this conduct orally or in writing. Generally, such a report should be made or sent to the Representative's immediate supervisor. If this is not practical, reports may be made to any of the following: the Manager, Employee Relations; the Vice President, Corporate Services; the General Counsel and Chief Compliance Officer or any attorney in the Legal Department. Thereafter, an investigation will be conducted of the allegations contained in the report in accordance with Legal Procedure 1. The results of the investigation will be communicated to the Chief Executive Officer ("CEO") and the Board of Directors of the Company. If and when appropriate a report to the proper authorities of any illegal conduct shall be promptly made by the Board of Directors of the Company or by management after notification to the Board.

Failure to cooperate in an investigation, including making false statements in the course of the investigation, shall be a basis for discipline up to an including termination.  

Additionally, the Internal Auditing Department (or an outside consultant selected by the Compliance Staff) shall conduct on-site inspections of Company facilities to monitor and audit systems, records and activities.  You may also make good faith reports of suspected irregularities or illegalities directly to the non-management members of the Board of Directors of the Company by contacting EthicsPoint, Inc., our independent third-party vendor at 1-866-384-4277, or you may send an Email to ethicspoint.com. See also Communicating with Non-Management Directors for a description of the process.[1] The procedure that explains how a Code of Conduct investigation is handled may also be viewed on-line.

 

Code of Conduct Annual Review Statements

On an annual basis, the General Counsel's Office sends a copy of the Code of Conduct and the Code of Conduct Annual Review Statement to all directors and officers of the Company, together with the Annual Directors' and Officers' Questionnaire. All employees receive a copy of the Code of Conduct and the Annual Review Statement prior to the annual Code of Conduct training sessions. The statement serves as a confirmation by the directors, officers and non-bargaining unit employees that each is aware of, understands and continues to comply with the Code of Conduct. Bargaining unit employees acknowledge receipt of the Code of Conduct in their Annual Review Statement.

The Annual Code of Conduct Review Statement must be signed by all Company Representatives and returned to the General Counsel's Office. Each signed Annual Review Statement is maintained on file. Text for the Annual Review Statements appears below:

Code of Conduct Annual Review Statement By Non-Union Representatives

I certify that I have received, read and understand the Company Code of Conduct. I agree that I will abide by the Code of Conduct, and understand that failure to comply can lead to disciplinary action up to and including termination of employment.

Signed __________________________        Title ____________________

           

Print Name                                                                                                     

Date (mm,dd,yy) ________________

 

Employee #_________

Code of Conduct Annual Review Statement By Bargaining Unit Representatives

I acknowledge that I have received the Company Code of Conduct.

Signed __________________________        Title _____________________

           

Print Name                                                                                                     

Date (mm,dd,yy) ________________

 

Employee #_________

 

Policy Guidelines

When combined with all laws and regulations applicable to the Company, the following Policy Guidelines comprise the Code of Conduct applicable to all Company Representatives.* Each is equally important to the manner in which day-to-day business activities are expected to be handled.

Accurate Books and Records and Financial Disclosure	Equal Employment Opportunity
Affiliate Standards	Gifts, Meals and Entertainment
Alcohol Possession and Consumption & Illegal Drug Use	Memberships and Charitable Activities
Antitrust Laws	Occupational Safety and Health Act (OSHA)
Bribes and Kickbacks	Political Activity – Contributions and Lobbying
Company Accounts of Employees Relatives and Others	Property and Corporate Opportunities
Confidential Information	Recording Devices
Conflicts of Interest	Securities Fraud and Insider Trading
Copyrights and Trademarks	Technology Policy
Dealing With News Media	Unfair Business Practices/Fair Dealings
Environmental Policy	Violence in the Workplace

 

*          The Code of Conduct does not include all of the Company's policies, procedures and practices. 

Accurate Books and Records and Financial Disclosure

A company's credibility is judged in many ways. One very important way is the integrity of its books, records and accounting. The Company is committed to providing shareholders with full, accurate, timely and understandable information, in all material respects, about the Company's financial condition and results of operations. In meeting this commitment, the Company is required by securities laws to report financial information in accordance with generally accepted accounting principles and to maintain books and records that accurately and fairly reflect all transactions. 

But this obligation includes more than financial information. Every employee of the Company must help ensure that reporting of any business information of whatever kind (financial or otherwise) and in whatever form (computerized, paper or otherwise) is accurate, complete and timely. This requires, among other things, accurately recording costs, sales, shipments, time sheets, vouchers, bills, payroll and benefits records, expense accounts, regulatory data and other essential Company information. No employee should say or write anything about our transactions that would facilitate a vendor, customer or supplier preparing a false or misleading financial statement. 

Employees, officers and directors, or any other person acting under the direction thereof, are prohibited from directly or indirectly taking any action to fraudulently influence, coerce, manipulate or mislead our independent registered public accounting firm for the purpose of rendering our financial statements misleading.

All employees of the Company must:

·         Follow all laws, external accounting requirements and Company procedures for reporting financial and other business information.

·         Never deliberately make a false or misleading entry in a report or record.

·         Never establish an unrecorded fund for any pupose.

·         Never alter or destroy Company records except as authorized by established policies and procedures.

·         Never sell, transfer or dispose of Company assets without proper documentation and authorization.

·         Cooperate with our internal and external auditors. 

·         Contact the accounting or internal auditing departments with any questions about the proper recording of financial transactions.

Senior financial officers and other managers responsible for accurate books and records, and accounting and disclosure of financial information have a special duty to ensure that these standards are met.

If you wish to raise concerns about accounting or auditing matters on an anonymous basis, call our third-party vendor, EthicsPoint at1-866-384-4277, or send an Email to ethicspoint.com. Confidentiality will be maintained to the extent possible, given the Company's need to investigate and resolve the issue raised and comply with the law. 

Anyone in a supervisory position is specifically required to report matters of this type to the General Counsel and Chief Compliance Officer, the Chief Financial Officer or CEO. In addition to reporting these types of concerns to members of the Compliance Staff, you may also contact the Audit Committee of the Board of Directors directly and anonymously. Please see Corporate Governance Procedure No. 1: "Reporting Complaints on Accounting, Internal Accounting Controls and Auditing Matters[2]".

Affiliate Standards

The Company is committed to strict compliance with the Affiliate Relations, Fair Competition and Accounting Standards and Related Reporting Requirements (the "Affiliate Rules"), which are designed to promote vigorous and fair competition.[3]  The Company has developed internal guidelines and procedures entitled "Fair Competition Guidelines", to ensure that all employees have a clear understanding of the Affiliate Rules. [4] A copy of the Company's biannual update of these guidelines is distributed to each employee. As with all Company policies, compliance with these guidelines is mandatory. 

Alcohol Possession and Consumption and Illegal Drug Use

The Company is committed to the health and safety of its Company Representatives and the customers we serve. This commitment includes compliance with all federal, state and local laws, regulations, rules and guidelines regarding alcohol possession and consumption and drug abuse, and the requirement that each of us be able to safely perform our jobs. As a practical matter, this means that employees should not consume alcohol or take illegal drugs before reporting to work or during the workday. Illegal drugs and alcohol are not permitted on Company premises, including parking areas and Company vehicles. Alcohol may be transported by Company vehicle to, and may be consumed in moderation at, Company sponsored and approved functions, but only when specifically authorized by a Company officer. 

The solicitation, transfer, purchase or sale of illegal drugs is prohibited while on Company time, property, or while conducting Company business.

Anyone taking prescribed medication that may impact their ability to perform their jobs should notify the Manager, Compensation and Benefits at ext. 1076.

Company Representatives who test positive for alcohol or illegal drugs in violation of the Company's policies may be terminated.

The Company alcohol and drug policy is available on-line.[5]

Antitrust Laws

The Company policy is to comply fully with both the letter and spirit of all federal and state antitrust laws. The basic premise behind these laws is that all companies should compete individually rather than join together in agreements or actions that restrict their individual competition. Although the antitrust laws and the actions they proscribe are complicated, examples of a few types of activities that may be violations of those laws are:  1) competitors agreeing on prices they will charge for their products or agreeing to serve customers in certain exclusive areas; 2) competitors agreeing on the types of products or the amount of any product the companies will produce or offer for sale; 3) tying the sale of one product or service to the purchaser buying a separate unrelated product or service; and 4) treating similarly situated purchasers/sellers or users of a product or service differently. The Antitrust Compliance Guidelines attached as Attachment "B" to this Code of Conduct explain the Company's policy regarding Company compliance with the Antitrust Laws in more detail. More specific information is available and provided for those Company Representatives in certain marketing, gas sales and customer service areas of the Company. If you have any questions about this issue, please contact the General Counsel and Chief Compliance Officer.

Bribes and Kickbacks

Certain laws make it a crime for companies, and/or their directors, officers, employees and agents to bribe a foreign or domestic government official, political party, party official, or candidate for the purpose of obtaining or retaining business.  You are forbidden to offer or give anything of value to a government official for the purpose of obtaining or retaining business or for any improper purpose. You are further prohibited from making improper payments through third parties – so you should be diligent in selecting agents and partners. You should never do any of the following:

·         Make an unauthorized payment or authorize an improper payment or give (cash or otherwise) – directly or through an agent – to a government official;

·         Induce a government official to do something illegal;

·         Ignore or fail to report any indication of improper payments, gifts or entertainment;

·         Establish an unrecorded fund for any purpose;

·         Make a false or misleading entry in Company books; or

·         Do anything to induce someone else to violate these rules, or look the other way when there might be a violation.

Under the Foreign Corrupt Practices Act, companies are required to maintain accurate books, records and accounts. That Act and the Sarbanes-Oxley Act also requires the Company to devise systems of internal control sufficient to provide reasonable assurance that corporate books and records fairly reflect, in some detail, business transactions, and dispositions or acquisitions of assets.

While gratuities or tips are separate and distinct from bribes and kickbacks, it is against Company policy for employees to accept gratuities or tips from any source in the course of their employment for the Company. 

Company Accounts of Employees, Relatives and Others

Company employees shall not make changes, including payment arrangements on gas accounts, to their own Company accounts or to the Company accounts of anyone they know without supervisor approval. When a change is approved by a supervisor, the details regarding the change, the date that the change was authorized and made and the supervisor's name must be documented in writing and entered on the account by the approving supervisor. Employees contacting the Company to request changes to their Company accounts must identify themselves as employees.  Compliance with this Policy will ensure that employees, their relatives and friends do not receive preferential treatment from the Company. 

The term "account(s)" means any business account with the Company or the Company's agent(s) (i.e., transfer agent or bank) related to the Company's provision or receipt of products or services or the individual's employment relationship with the Company. Accounts include any J.D. Edwards Enterprise System records such as: CIS, Accounts Payable and Receivable, Payroll, Purchasing and Personnel. 

Payment arrangements for the utility bills of an employee must be made with the Supervisor of Credit & Collections or the Manager of Customer Services – Revenue Cycle in accordance with Company policies and procedures. Relatives and friends of employees must make payment arrangements in the same manner as unrelated customers.

Confidential Information

All Company Representatives must appropriately safeguard the Company's trade secrets and confidential or proprietary information ("confidential information") and to refuse any improper access to confidential information of any other company, including our competitors.

Confidential information is any information, which at the time it is known, is not generally available to the public and which is useful or helpful to the Company and/or which would be useful or helpful to competitors of the Company, or which would influence a person's decision to buy or sell securities. Confidential information can include customer, employee, stockholder, supplier, financial or operational information and plans for stock splits, business acquisitions and mergers, litigation involving the Company or an important pending regulatory action.

Any Company confidential information to which we may have access should be discussed with others within the Company only on a need-to-know basis.

If we wish to disclose our own confidential information to anyone outside of our Company, it should be done only in conjunction with appropriate confidential information disclosure agreements that must be provided by the Company's legal department.

We should always be alert to inadvertent disclosures that may arise in either social conversations or in normal business relations with our suppliers and customers.

Conflicts of Interest

No Company Representative shall pursue or engage in any outside employment, business or other commercial activity that conflicts or competes directly or indirectly with his or her duties or responsibilities as a Company Representative, or with any business interests or activities of the Company. Engaging in activities that benefit family members or friends is also prohibited. This policy applies to prohibited activities conducted before, during and after work. 

We cannot illustrate every situation that may be considered a conflict of interest; however, we do expect each Company Representative to carefully consider if any of your actions during or outside of Company hours rise to the level of a conflict of interest. Even the appearanceof a conflict of interest must be avoided.

Directors, officers, non-bargaining unit employees who report directly to officers, and buyers in the Purchasing Department of the Company have an affirmative obligation to disclose to the Compliance Officer any interest, including but not limited to a financial interest, in any outside activities or business that may conflict or compete with those of the Company. This affirmative disclosure obligation extends to the immediate family member(s) of an officer or director.

At no time during Company working hours or on Company property shall any Company Representative engage in or pursue any non-company employment, business or commercial activity, or solicit Company customers or Company Representativesfor any profit-making purpose, nor shall any Company Representative make use of any Company vehicles, telephones, tools, equipment, information or other facilities at any time for any such purpose.

No vendor or consultant shall be retained to perform services for any business unit where a Company Representative in that business unit is related to, lives with or is in a relationship with the consultant or vendor, without the express permission of the CEO. Any such existing relationships must be immediately disclosed to the Chief Compliance Officer.

Unless specifically approved by an officer of the Company, vendors or consultants may only be contacted for purposes for which the vendor or consultant was retained.

We urge you to contact the General Counsel and Chief Compliance Officer with any questions or concerns regarding any activities you may be considering or are already engaged in to ensure your compliance with this and all other requirements of this Code of Conduct.

Copyrights and Trademarks

The Company's brands, logos and trademarks are very important assets. To protect these assets, they must be used consistently and solely for the benefit and purposes of the Company. Please check with the General Counsel and Chief Compliance Officer if you have any questions.

Additionally, the Company purchases computer software and periodicals, magazines, books, journals and other published materials (hereafter called "Publications"), either electronically or in hard copy, that are considered necessary for the efficient, successful operation of the Company; however, the reproduction of any of these Publications may be a violation of copyright laws. The use and/or duplication of any Publications purchased by, through and on behalf of the Company must be in accordance with the law and Company policies and procedures.

Using Company property, including equipment or accounts, to download music or other copyrighted material from the Internet is prohibited unless it serves a legitimate business purpose and the Representative receives prior authorization from his or her supervisor. Anyone obtaining electronic information must respect all copyrights and may not copy, retrieve, modify, download, or forward such materials except as permitted by the copyright owner. 

Dealing with News Media

Only Company personnel assigned to communicate with the news media should do so. Any inquiries by the media, when possible, must be referred to the Director of Corporate Communications at extension 1036. All inquiries in the field, when a representative from the Corporate Communications department is unavailable, must be referred to an officer or manager on the scene. Any discussion with respect to litigation, regulatory matters or other sensitive matters should be conducted only by persons authorized to do so.

Environmental Policy

The Company has an environmental credo that recognizes an individual and corporate commitment to be environmentally responsible. We are committed to conducting our business in such a manner as to avoid or minimize any potential adverse effect on the environment and to comply with all federal and state environmental laws and regulations. This includes providing accurate and truthful information in connection with applying for environmental permits from the government and promptly reporting or disclosing any incidents or violations. Examples of violations include improper disposal of hazardous or contaminated materials and improper storage or containment of products that become hazardous waste if they are leaked or spilled. Our commitment is also evident in our support of the Environmental Committee, which is composed of dedicated employees who volunteer their time to raise our awareness of and involvement in programs to improve our environment. The environmental laws and regulations are strictly enforced by many states, including New Jersey, and the Company could be strictly liable for violations. A copy of the Environmental Policy is available on the Company's website at    http://www.njliving.com/community/environment/environmental-policy.asp

Equal Employment Opportunity

General Policy on Equal Employment Opportunity

The Company is committed to ensuring equal employment opportunity. All employment decisions, policies and practices are in accordance with applicable federal, state and local anti-discrimination laws.

The Company will not engage in or tolerate unlawful discrimination (including any form of unlawful harassment or retaliation) on account of a person's sex, pregnancy, age, race, color, religion, creed, sexual or affectional orientation, genetic information (including the refusal to submit to genetic testing), atypical heredity cellular or blood trait, marital status, national origin, nationality, ancestry, immigrant status, citizenship, military status, liability for military service, veteran status, disability (including perceived disability), AIDS or HIV status, gender identity or expression, domestic partner status, civil union status or membership in any other protected group. 

For example, and by way of illustration only, the Company will not unlawfully consider an individual's membership in any protected group as defined above with regard to: interviewing, hiring, compensation, benefits, training, assignments, evaluations, coaching, promotions, discipline, discharge and layoffs.

Moreover, our Company makes affirmative, good faith efforts to recruit and employ applicants and advance employees in accordance with our Affirmative Action Plans.

The Company's policy on equal employment opportunity supports and is consistent with the Company's commitment to enhancing diversity and inclusiveness. Diversity means not only membership in the various "protected groups" identified above but also diversity in experience, perspective, ideas, style and contacts. We believe that we are much stronger as a Company as a result of the richness of our diversity and strive to ensure that we have policies and practices which are respectful and promote inclusion of diversity.

This entire Policy applies to all of the Company's officers, managers, supervisors, employees and applicants. All such individuals are both protected under and restricted by this entire Policy. You are protected in terms of your right to have a working environment free from unlawful discrimination, harassment and retaliation and other inappropriate conduct as described in this Policy. You are restricted in terms of your being prohibited from engaging in unlawful discrimination, harassment and retaliation and other inappropriate conduct as described in this Policy.

Policy Prohibiting Sexual Harassment

Sexual harassment is a form of sex discrimination which the Company will not tolerate. Consistent with the foregoing, the following behaviors are prohibited, whether by a man or a woman and whether directed at a man or a woman:

·         To threaten or insinuate, expressly or implicitly, that any person is required to submit to sexual advances or to provide sexual favors as a condition of employment, continued employment or any term, condition or benefit of employment, or that a person's refusal to submit to sexual advances or to provide sexual favors will affect adversely the person's employment, continued employment or any term, condition or benefit of employment.

·         To make any employment decision or take any employment action based on a person's submission to or refusal to submit to sexual advances. 

·         To engage in unwelcome sexually-oriented or otherwise hostile conduct which has the purpose or effect of interfering unreasonably with another person's work performance or of creating an intimidating, hostile, abusive or offensive working environment.

The following behaviors, communications etc. are inappropriate, and as such, prohibited, regardless of whether they are illegal:

·         Linking/conditioning any employment decision, benefits, etc. to a subordinate's submission or refusal to submit to sexual advances;

·      Demands or requests for sex;

·      Repeated requests for dates (if the recipient says "No");

·      Sexual assault;

·         Unwelcome and/or inappropriate physical contact, such as patting, pinching or brushing against another person's body;

·      Sexual bantering, "jokes" and "teasing;"

·      Sexual, suggestive or biased "jokes;"

·      Gender biased or stereotypic comments or other communications;

·      Sexual flirtations, advances or propositions;

·      Verbal abuse of a sexual nature;

·         Verbal commentaries about an individual's body, sexuality, or sexual orientation;

·         Sexually-degrading words used to describe individuals;

·         Discussions of or questions about sexual desires, fantasies, experiences, frustrations, etc.;

·      Pornographic or obscene materials or other communications of any kind;

·         Sexually-explicit or sexually-suggestive objects, cartoons, software, photos, pictures, etc.;

·         Sexually-oriented or degrading gestures;

·         Verbal or nonverbal innuendo of a sexual, suggestive or biased nature;

·         Other nonverbal communications of a sexual or suggestive nature, such as leers and gawks;

·         Obscene, off-color or otherwise hostile language of a sexual, suggestive or biased nature;

·         Any other behavior of a hostile or abusive nature directed at one sex, even if not sexual in nature; and

·         Any other inappropriate behavior of the kind or similar to that referred to here or elsewhere in this policy.

It is important to remember that these prohibitions apply not only to oral and written communications, but also to e-mail, voice mail, Internet communications and searches, text messages, and other technology-assisted communications.

The prohibitions on inappropriate behavior set forth above apply not only in the workplace itself but also to all other work-related settings, such as meetings at customer work sites, as well as business trips and business-related social functions.

It is of no defense to inappropriate behavior that there was no bad intent, that it was only a "joke," or that it was not directed at any particular person.

Harassment on Account of/with regard to any Protected Group

Harassment based on an individual's membership in any protected group (for example, race, color, gender, sexual orientation, age, religion, national origin, or marital status) is equally prohibited and will not be tolerated.

The following behaviors, communications, etc. are inappropriate, and as such, prohibited, regardless of whether they are illegal:

·         Derogatory comments about an individual's membership in any protected group; for example, the "old guy;"

·         Displays of cartoons, calendars, computer software, pictures etc. which are degrading to or reflect negatively upon any protected group;

·         Jokes, comments or stories that are stereotype, are demeaning or make fun of any protected group, for example, racial "jokes," "jokes" regarding sexual orientation or AIDS or "jokes" regarding religion.

·         Slurs to describe any protected group, for example, the "N" word or the "C" word;

·         Nicknames which relate to a person's membership in any protected group, for example, "r__ head";

·         Verbal or non-verbal innuendo which relates to or reflects negatively upon any protected group, for example, mimicking a disabled employee's walk or an immigrant's accent;

·         Hate symbols or other symbols which suggest the inferiority of any group, for example, "a white power sign;"

·         Hostile, abusive or demeaning behavior, including threats, directed at an employee because of his or her membership in any protected group, even if not racial, ethnic, religious etc. in nature;

·         Stereotypic or biased comments or slurs about any protected group, for example, "they don't work hard;"

·         Any other inappropriate behavior of the kind or similar to that referred to here or elsewhere in this policy; and 

·         Racist, sexist or other hate-based graffiti; 

It is important to remember that these prohibitions apply not only to oral and written communications, but also to e-mail, voice mail, Internet communications and searches, and other technology-assisted communications.

The prohibitions on inappropriate behavior set forth above apply not only in the workplace itself but also to all other work-related settings, such as meetings at customer work sites, as well as business trips and business-related social functions.

It is of no defense to inappropriate behavior that there was no bad intent, that it was only a "joke" or that it was not directed at any particular person.

Consensual Relationships

To ensure an environment appropriate for effective business operations and to avoid actual, potential or perceived favoritism, the Company has a policy which prohibits supervisors, managers and officers from having, or seeking to establish, certain "intimate relationships." 

The term intimate relationship, for purposes of this Policy, includes any romantic and/or sexual relationship. The term includes romantic and/or sexual relationships, regardless of marital status, domestic partner status or civil union status. Intimate relationships do not include purely platonic social friendships.

Officers of the Company are prohibiting from having, or seeking to establish, an intimate relationship with any employee of the Company. Supervisors and managers are prohibited from having, or seeking to establish, an intimate relationship with any employee whom they directly supervise or who is in his or her "chain of command," even if they do not directly supervise them.

An officer, manager or supervisor must contact the Human Resources Department, Manager of Employee Relations at (732) 938-1057 immediately if he or she currently has an intimate relationship in violation of this Policy.

If a manager or supervisor (but not an officer) wishes to establish an intimate relationship with someone who is his or her direct report or otherwise in his or her chain of command, the manager or supervisor must notify the Human Resources Department, Manager of Employee Relations at (732) 938-1057 before commencing, or seeking to commence, the intimate relationship. A supervisor or manager will be subject to immediate discharge if he or she fails to notify as required by this Policy.

Where an intimate relationship exists or develops in violation of this Policy, the Company will make reasonable efforts to transfer one of the two employees, subject to existing business and other appropriate considerations. Where the Company concludes that a transfer of one of the employees is not practical for business or other reasons, the employees will be offered the opportunity for one of them to discontinue his or her employment voluntarily. However, the Company retains the right to make the final decision as to which employee's employment shall terminate.

With regard to intimate relationships which are not prohibited by this policy, the following guidelines apply:

If you ask an employee or non-employee with whom you come into contact in the course of your employment for a date and the person says "no," you cannot ask him or her again. Nor can you retaliate against him or her in any way. If you ask again or retaliate in any way, you will be subject to severe disciplinary action, up to and including the termination of your employment.

Conversely, if an employee or non-employee with whom you come into contact in the course of your employment asks you out on a date, while you have a right to say "yes," you also have an absolute right to say "no." If you let us know there's a problem, we can help! In the absence of a complaint pursuant to the procedure that follows, the Company will assume that any relationship is entirely consensual and welcome.

Please remember, in all instances, if you feel any unwelcome pressure to become involved with any officer, manager, supervisor, employee, agent or non-employee with whom you come into contact in the course of your employment with the Company, we urge you to use the complaint procedure set forth below. 

Finally, there may be times when an intimate relationship exists that does not violate this policy but with respect to which one employee may make discretionary decisions that could affect the other employee. In these circumstances, the person with the decision-making authority must check with the Chief Compliance Officer before making any discretionary decisions specific to the other employee. If you have any doubt about whether you need to consult with the Chief Compliance Officer, play it safe and consult.

Reasonable Accommodations

Upon request, the Company will make reasonable accommodations that do not impose an undue hardship on the Company on behalf of qualified individuals with disabilities or handicaps of which the Company is made aware. Upon request, the Company also will make reasonable accommodations that do not impose an undue hardship on the Company with regard to an employee's religious observances, practices and beliefs of which the Company is made aware. If you need an accommodation for a religious reason or for medical reasons, please contact the Company's Human Resources Department, Manager of Employee Relations at (732) 938-1057.

Policy Prohibiting Retaliation

The Company will neither engage in nor tolerate unlawful retaliation of any kind against any person who makes a complaint of unlawful discrimination, harassment or retaliation, serves as a witness or otherwise participates in the investigatory process. As with all other provisions of this policy, all Company Representatives are protected by this provision as well as restricted in terms of what they do.

Prohibited retaliation includes adverse tangible employment actions, such as denial of a raise or promotion. It also may include, in some circumstances, other material changes in the terms and conditions of employment, such as work assignments. Prohibited retaliation also may include adverse actions independent of the workplace, such as trying to exclude an employee from membership in an outside professional organization because of a complaint he or she made at work.

It is no defense to retaliation by any person (officer, manager, supervisor, etc.) that the complaint did not have legal merit. Generally speaking, so long as an individual acts in good faith in making a complaint alleging unlawful discrimination, harassment or retaliation, serving as a witness or otherwise participating in the investigatory process, no adverse action can be taken against him or her because he or she made the complaint, served as a witness or otherwise participated in the investigatory process.

Prohibited retaliation will be handled under this policy in the same manner and subject to disciplinary/corrective action to the same degree as any other violation of this policy.

Discrimination, Retaliation, Harassment Advanced by Nonemployees

The prohibitions against unlawful discrimination, retaliation and harassment set forth in this Policy apply not only to the conduct of employees of our Company but also to the conduct of non-employees (for example, customers, vendors, suppliers and contractors) with whom our employees come into contact in the course of their employment with our Company. Consequently, if you feel discriminated or retaliated against or harassed (sexually or otherwise) by a nonemployee in the course of your employment with the Company, you should use the procedure set forth below. Conversely, the prohibitions against unlawful discrimination, harassment and retaliation set forth in this Policy apply to your conduct relative to nonemployees (for example, customers, vendors, suppliers and contractors) with whom you come into contact in the course of your employment with the Company.

What To Do If You Feel You Have Been Subjected to Discrimination, Harassment or Retaliation

If you believe that you may have been, or anyone else may have been, unlawfully discriminated against, harassed by or retaliated against by any officer, manager, supervisor, co-worker, agent or nonemployee in violation of this Equal Employment Opportunity Policy, you should report your concerns immediately to your supervisor or any of the persons listed on Attachment D or as set forth on our Intranet at:      http://njr14/policyprocedure/All%20Companies/Code%20of%20Conduct%20%20Book%202009%20Rev%ised205%2013%2009.pdf.

Similarly, if you have any question as to whether certain conduct is unlawful discrimination, retaliation or harassment, you are encouraged to speak with any of the individuals identified above and in Attachment D.

All complaints will be investigated promptly, and the existence and nature of your complaint will be disclosed only to the extent necessary to make a prompt and thorough investigation or as may be necessary to take appropriate corrective measures. If an allegation is made against you and you are a bargaining unit employee, you ordinarily will have the right to have a union representative present when you are interviewed. The Company will neither engage in nor tolerate any form of unlawful retaliation against any person for making a complaint alleging unlawful discrimination, harassment or retaliation, serving as a witness or otherwise participating in the investigatory process.

If you are an officer, manager, or supervisor and anyone complains to you that they believe that they or anyone else may have been subject to unlawful discrimination, harassment or retaliation, you must report this by calling the Chief Compliance Officer. You may neither keep the complaint confidential nor investigate the complaint on your own. If you are not sure whether you have a duty to report, play it safe and report.

Sanctions for Violations of NJR's Equal Employment Opportunity Policy

Any officer, manager, supervisor, employee, agent or nonemployee who, after appropriate investigation, has been found to have engaged in unlawful discrimination, harassment or retaliation and/or inappropriate behavior inconsistent with this Policy (even if not unlawful) will be subject to appropriate disciplinary and/or corrective action, up to and including termination of his or her employment or other relationship with our Company.

Exempt and non-exempt employees who violate this policy also may be suspended without pay. Exempt employees will be suspended in full-day increments only.

Gifts, Meals and Entertainment

Socializing is a normal accepted component of conducting certain facets of the Company's business; however, Company Representatives must not permit this to compromise a business judgment or give even the appearance of impropriety. Gifts and other forms of special benefits to or from customers, suppliers or competitors, of the Company may raise ethical and legal questions that could potentially embarrass or damage the Company. Therefore, it is each Company Representative's responsibility to ensure that their acceptance or conveyance of anything of value (including entertainment) is consistent with the following guidelines.

Some types of gifts and entertainment are always wrong, either in fact or in appearance, so that they are never permissible, including: (i) accepting or providing any gift or entertainment that would be illegal or result in any violation of law; (ii) accepting or giving any gift of cash or cash equivalent (such as loans, stock, stock options); (iii) accepting or requesting anything as a quid pro quo or as part of an agreement to do anything in return for the gift or entertainment; and (iv) hosting or participating in any entertainment that is unsavory, sexually oriented, or otherwise violates the Company's commitment to mutual respect.

Other gifts and entertainment, the primary purpose of which is to establish or maintain necessary business relationships, are usually acceptable as long as the acceptance or provision of such gifts or entertainment: (i) permits business or educational discussions; (ii) is pursuant to a bona fide business relationship; (iii) is generally consistent with industry practices; (iv) does not influence or is not perceived by others to influence business decisions; (v) is not of excessive price or quantity; and (vi) would not embarrass the Company if it was brought to public attention. Examples of such gifts and entertainment include meals with business associates, attendance at ordinary sporting, theatre or other cultural events, golf or fishing outings, participation in customer meetings, and participation in other business events as a means of building necessary business relationships. However, notwithstanding the above, before any Company Representative accepts or provides one or more gifts or entertainment from or to a single source in any one fiscal year with a cumulative fair market value over $250, the Company Representative must obtain written approval from an officer or director (or in the event that the Company Representative is an officer or director, must notify another officer or director). Furthermore, all Company Representatives must comply with all applicable Company business expense accounting and reimbursement requirements.

The Company may, consistent with this provision, ask customers or suppliers to make contributions to charitable or civic organizations provided they are not made in exchange for the Company's promise to do business with the customer or the supplier. Such voluntary contributions demonstrate our commitment to good corporate citizenship and are, therefore, appropriate and, indeed, encouraged.  

Giving gifts to or entertaining employees of government and public organizations may be limited or restricted by law. All Company Representatives must seek review by the Chief Compliance Officer prior to giving gifts or anything of value (including entertainment) to any federal, state, county or municipal government official or employee, or to any official or employee of a foreign government, notwithstanding whether such gift or entertainment otherwise would be consistent with the above guidelines.

Questions about the appropriateness of a gift should be directed to the General Counsel and Chief Compliance Officer.

Memberships and Charitable Activities

As part of a long-term good neighbor commitment, the Company encourages Company Representatives' participation in community and professional organizations. However, these activities on Company time shall be limited to legal charitable entities and events authorized by the Director, Customer & Community Relations. Authorized charitable activities must be coordinated with your supervisor to ensure that they do not interfere with the performance of your work duties.

Before accepting any position with another company, or non-profit organization where you are representing New Jersey Resources or an affiliate of New Jersey Resources, Company Representatives must carefully consider the possibility that the position may be, or may appear to be, a conflict of interest.

To avoid any embarrassment to the individual, the Company or the organization involved, before becoming associated with same, Company Representatives should disclose their intentions, in writing, to the Chief Compliance Officer.

Safety

The Company is committed to providing all Company Representatives with safe and healthful working conditions in a workplace that is free from preventable hazards. We, therefore, comply the with Occupational Safety and Health Act and all other applicable federal and state laws setting safety standards for the workplace. All Company Representatives shall comply with Company accident reporting procedures, and use provided resources to eliminate the cause of workplace accidents and to control health hazard exposures. Please report any concerns you may have to your immediate supervisor and/or the Safety Administrator at extension 1093.

Political Activity – Contributions and Lobbying

No Company funds or assets, including the work or time of any employee, may be contributed, loaned, or made available, directly or indirectly, in order to aid or promote the nomination or election of any person, or in order to aid or promote the interests, success or defeat of any political party. No funds or assets of the Company may be used for or contributed to any foreign political party, candidate or committee.

The Company encourages Company Representatives to exercise their rights of citizenship by voting, by making personal political contributions if they wish to do so with their own funds, and by being otherwise politically active on their own time in support of candidates or parties of the Company Representative's own personal selection. It should be clearly understood that such political activity by the Company Representatives must be engaged strictly in their individual and private capacities as responsible citizens and not on behalf of the Company. No Company Representative may receive any direct or indirect reimbursement or offsetting refund of any nature whatsoever with respect to political contributions. Lobbying on behalf of the Company requires disclosure to the government and is subject to specific and complex rules. Moreover, the concept of "lobbying" is quite broad.  Examples of lobbying include contacting legislators, regulators, executive branch officials and their respective staffs on matters relating to the Company's business.  Lobbying also includes any other efforts generally intended to influence legislation or administrative action. Company employees must consult with the General Counsel before undertaking any lobbying activities.

Company Assets and Corporate Opportunities

No Company Representative shall take or use Company assets, including his or her position, for their own use, benefit or gain or to benefit a person or entity other than the Company. Similarly, no Company Representative shall offer Company assets as a loan, gift or unpaid service to others.   Company assets include information, technology, intellectual property (for example, copyrights, patents and trademarks), computers, computer networks and Internet access, buildings, land, equipment, vehicles, machines, telephones, voice mail, e-mail, copiers, software and cash, the Company's brand and the time and skills of Representatives.   

Company assets shall not be altered or changed without proper authorization. 

No Company Representative shall use or agree to use his or her title or position with the Company or use the Company's brand to benefit, support or endorse anyone or anything other than the Company without prior authorization by the CEO.

Recording Devices

The Company records certain conversations between Company Representatives and those we serve to create and maintain accurate records and to ensure quality services. Special programs or meetings may also be recorded for historical purposes. It is against Company policy to record conversations between Company Representatives on Company property without the prior written consent of each party being recorded.

Securities Fraud and Insider Trading

It is both illegal and against Company policy for any individual to profit from undisclosed information relating to the Company or any company with which we do business. (See the Policy on Purchase and Sale of Company Securities for more detailed information, annexed hereto as Attachment "C"). Anyone who is in possession of any material nonpublic information ("inside information") that the Company has not yet disclosed to the public may not purchase or sell any of the Company's securities. Also, it is against Company policy for any Company Representative who may have inside or unpublished knowledge about any of our suppliers, customers, or any company we do business with to purchase or sell the securities of those companies.

"Material non-public information" is generally considered to be information, positive or negative, not available to the general public that would be expected to affect the decision of a reasonable investor contemplating whether to purchase, sell or hold Company securities. Information is also material if it could reasonably be expected to have a substantial effect on the market price of the Company's securities.  Information may be material for this purpose even if it would not alone determine the investor's decision. Whether particular information is "material" at a particular time may involve complex factual and legal analysis, and an individual should consider as material any information that would be important enough to affect a decision to buy or sell Company securities. 

As stated above, material inside information can also be confidential information about another company that you obtained during the course of your work – for example from a customer, vendor or supplier.

No "tips." This means that you must never give someone else (your spouse, co-worker, friend, broker, etc.) a "tip" regarding material inside information: this includes discussions on Internet "chat rooms" and blogs.  

It is clearly against Company policy, and possibly illegal as well, to trade the Company's securities or the securities of any other company, in a way which attempts to hide the true identity of the trader or to mislead others as to exactly who is doing the trading. Any Company Representative trading in the Company's securities or the securities of other companies, using fictitious names, names of relatives or friends, or brokerage accounts under fictitious names located in foreign jurisdictions shall be subject to immediate disciplinary action. Should the Company discover any such trading, it will disclose it to the appropriate authorities.

Securities law violations are taken very seriously and can be prosecuted even when the amount involved was small or the "tipper" made no profit at all. Government agencies regularly monitor trading activities through computerized searches. 

Employees who have inside information can lawfully trade in the market once the information is made public through established channels and enough time has passed for the information to "settle", that is, be absorbed by the public. Employees who have regular access to inside information must generally limit their trading of Company securities to specified "window periods." See Attachment C, Policy on Purchase and Sale of Company Securities.   

If you have questions or concerns about your responsibilities under the insider trading laws, contact the General Counsel and Chief Compliance Officer. 

Technology Policy

The Company reserves the broadest possible rights to ensure that all Company electronic media, including e-mail, Web, message boards, blogs, chat rooms, instant messages, voice mail, Internet access and fax machines, computers, peripherals and related software are provided by the Company and used by employees to perform their job responsibilities in the most productive and efficient manner. Electronic media access is provided to conduct official Company business. Limited and incidental use not related to Company business must be kept to a reasonable level consistent with what would be appropriate for personal phone calls or personal e-mail usage. Users with Internet access must abide by all software license agreements, copyright laws, trademark laws, patent laws, intellectual property laws, and applicable State and Federal laws.

The Company's electronic media may not be used for accessing, transmitting, retrieving or storing any communications of a discriminatory or harassing nature or which are derogatory to the Company, any individual or group. Prohibited communications include, but are not limited to, communications that are offensive, obscene, X-rated, defamatory, threatening, illegal, against Company policy or contrary to the Company's interest.

The Company's electronic media systems are the sole property of the Company and not the individual property of employees. As such, employees should not consider any information created or disseminated using Company electronic media systems to be private. The Company reserves the right to inspect and monitor all electronic media for compliance at any time. 

All computer systems are password protected. Each user is responsible for preserving the security of their password, workstation, and company data. Users are responsible for the activity performed with their User ID, whether or not they executed the task. 

A supervisor or manager must give prior approval before any E-mail may be distributed to all employees or to an entire location. Guidelines to help you determine the types of messages that are appropriate for wide distribution may be found on-line.[6]

No user shall access another user's communication systems without express permission from the senior officer of the business unit to do so. Such permission is not necessary in the event of an audit, or other Company action referred to above.

Written policies regarding technology matters are available on-line.

Unfair Business Practices/Fair Dealings

Company Representatives are expected to compete honestly and fairly in the marketplace. Company Representatives may not compete through unfair practices, such as inducing customers to terminate or breach contracts with competitors, stealing or misusing competitors' trade secrets, making false statements or disparaging remarks about competitors, unduly interfering with a competitor's source of supply, or requiring someone to buy from the Company before the Company buys from them.

The Company is committed to be being honest and truthful in all activities. Consistent with that commitment, Company Representatives shall avoid deceptive and misleading statements and omissions in customer-related activities, such as marketing and sales. 

Violence in the Workplace

The Company is committed to providing a safe and secure work environment for employees and others conducting business on its premises. The following types of behavior are prohibited and will not be tolerated:

·         Threatening, intimidating, coercive, abusive, harassing, or violent verbal, written, or physical behavior, or the suggestion of such behavior, toward or from co-workers, customers, suppliers, and visitors to Company premises/work sites

·         Possessing firearms, explosives, or other weapons anywhere on Company property (including Company vehicles and private vehicles on Company property) or while conducting Company business

·         Fighting on the job or while conducting Company business

·         Willfully destroying Company property or the property of others

All reports of such behavior will be taken seriously and will be investigated. Employees who exhibit such behavior may be removed from the premises and may be subject to disciplinary action up to and including termination of employment, criminal penalties, or both. 

The cooperation of all employees is necessary to implement this policy effectively and maintain a safe working environment. The Company expects all employees and especially supervisors to take precautions to prevent antagonistic or violent behavior in the workplace. Violent, threatening, harassing, intimidating, or other disruptive behavior should not be ignored. If an employee observes or experiences such behavior by anyone on Company premises or while conducting Company business, whether he or she is an employee or not, it should be reported immediately to a supervisor or manager. Supervisors and managers who receive such reports should seek advice from Human Resources at extension 1091 regarding investigating the incident and initiating appropriate action.   

Please note: Threats or assaults that require immediate attention by police should be reported first to the police at 911 with a subsequent call to Human Resources.

CONCLUSORY STATEMENT

No code of conduct can be expected to cover every conceivable type of illegal, unethical, immoral or otherwise unacceptable behavior. We have made explicit in this Code numerous kinds of conduct that are prohibited. It is also important to understand that it is implicit in this Code of Conduct and the Company's policies and procedures that dishonesty, fraud, unethical behavior and false statements in the course of one's employment with the Company is prohibited. Violations of this Code or of the Company's policies, including dishonesty of any kind, will result in discipline up to and including termination.    

Further, the Company relies upon the knowledge, expertise, common sense and good judgment of its employees, particularly those who hold specialized positions within the Company, such as engineering or accounting positions. For those employees, the Company expects and indeed demands compliance with all laws, regulations and commonly accepted standards applicable to such specialized fields.&n

Attachment A - New Jersey Conscientious Employee Protection Act &Quot;Whistleblower Act&Quot; Notice

This notice is required by law to be conspicuously displayed and distributed

annually to all employees.

Pursuant to the New Jersey Conscientious Employee Protection Act ("CEPA"), N.J.S.A. 34:19-1, et seq., an employer may not take any retaliatory action against an employee because the employee does any of the following:

 

• Discloses or threatens to disclose to a supervisor or to a public body an activity, policy or practice of the employer or another employer, with whom there is a business relationship, that the employee reasonably believes is in violation of a law, or a rule or regulation promulgated pursuant to law, or in the case of an employee who is a licensed or certified health care professional, reasonably believes constitutes improper quality of patient care;
• Provides information to or testifies before any public body conducting an investigation, hearing or inquiry into any violation of law, or a rule or regulation promulgated pursuant to law by the employer or another employer, with whom there is a business relationship, or in the case of an employee who is a licensed or certified health care professional, provides information to, or testifies before, any public body conducting an investigation, hearing or inquiry into the quality of patient care; or
• Provides information involving deception of, or misrepresentation to, any shareholder, investor, client, patient, customer, employee, former employee, retiree or pensioner of the employer or any governmental entity.
• Provides information regarding any perceived criminal or fraudulent activity, policy or practice of deception or misrepresentation which the employee reasonably believes may defraud any shareholder, investor, client, patient, customer, employee, former employee, retiree or pensioner of the employer or any governmental entity.
• Objects to or refuses to participate in any activity, policy or practice which the employee reasonably believes:

·         is in violation of a law, or a rule or regulation issued under the law, or if the employee is a licensed or certified health care professional, constitutes improper quality of patient care;

·         is fraudulent or criminal; or

·         is incompatible with a clear mandate of public policy concerning the public health, safety or welfare or protection of the environment. N.J.S.A. 34:19-3.

            The protection against retaliatory action when a disclosure is made to a public body, does not apply unless the employee has brought the activity, policy or practice to the attention of a supervisor of the employee by written notice and has given the employer a reasonable opportunity to correct the activity, policy or practice. However, disclosure is not required where the employee reasonably believes that the activity, policy or practice is known to one or more supervisors of the employer or where the employee fears physical harm as a result of the disclosure provided that the situation is emergency in nature.  

            Those supervisors designated to receive the foregoing written notification and answer questions regarding your rights and responsibilities under this act (N.J.S.A. 34:19-4) are: the General Counsel and Chief Compliance Officer, 1415 Wyckoff Road, Wall, New Jersey 07719 at 732-938-1489; the Vice President, Corporate Services, 1415 Wyckoff Road, Wall, New Jersey 07719 at 732-938-1001; the Vice President, Internal Audit,1415 Wyckoff Road, Wall, New Jersey 07719 at 732-938-1220; the Executive Vice President and Chief Operating Officer of New Jersey Natural Gas Company, 1415 Wyckoff Road, Wall, New Jersey 07719 at 732 938-1488; the Executive Vice President and Chief Operating officer of NJR Energy Services, 1415 Wyckoff Road, Wall, New Jersey 07719 at 732 938-1286; the President of NJR Home Services Company, 5008 Belmar Blvd., Farmingdale, New Jersey 07727 at 732-938-1491; and the President of Commercial Realty and Resources Corporation, 1415 Wyckoff Road, Wall, New Jersey 07719 at 732-938-1111.

            An employee or former employee has one (1) year to institute a civil action in court for an alleged violation of CEPA. 

            If you need this document in a language other than English or Spanish, please call (609)292-7832 or contact the General Counsel and Chief Compliance Officer at 732 938-1489.

Anexo A - Notificación Sobre la ley de Protección del Empleado Consciente de Nueva Jersey "ley de Protección de Denunciantes"

La ley exige que la presente notificación se exhiba en forma visible y se distribuya

anualmente a todos los empleados.

Conforme a la Ley de Protección del Empleado Consciente de Nueva Jersey (New Jersey Conscientious Employee Protection Act, "CEPA"), N.J.S.A. 34:19-1, y subsiguientes, un empleador no podrá tomar represalias de ningún tipo contra un empleado porque dicho empleado haga lo siguiente:

 

• Divulgue o amenace con divulgar a un supervisor o a un organismo público una actividad, política o práctica del empleador o de otro empleador con quien exista una relación comercial, que el empleado crea razonablemente que viola una ley o una norma o reglamentación promulgada conforme a la ley; o en el caso de un empleado que sea un profesional de atención médica con licencia o certificado, que crea razonablemente que dicha actividad constituye un cuidado de calidad inadecuada a los pacientes;
• Proporcione información o testimonio a un organismo público que esté llevando a cabo una investigación, audiencia o averiguación sobre la violación de una ley o de una norma o reglamentación promulgada conforme a la ley, por parte del empleador o de otro empleador con quien exista una relación comercial; o en el caso de un empleado que sea un profesional de atención médica con licencia o certificado, que proporcione información o testimonio a un organismo público que esté llevando a cabo una investigación, audiencia o averiguación sobre la calidad de los cuidados a los pacientes; o
• Proporcione información relacionada con un engaño o tergiversación a algún accionista, inversionista, cliente, paciente, consumidor, empleado, ex empleado, jubilado o pensionado del empleador o de cualquier entidad gubernamental.
• Proporcione información con respecto a cualquier actividad, política o práctica de engaño o tergiversación aparentemente delictivas o fraudulentas que el empleado crea razonablemente que pueden constituir una estafa a cualquier accionista, inversionista, cliente, paciente, consumidor, empleado, ex empleado, jubilado o pensionado del empleador o de cualquier entidad gubernamental.
• Se oponga o se rehúse a participar en alguna actividad, política o práctica que el empleado crea razonablemente que:

 

·         es una violación de una ley o una norma o reglamentación emitida en virtud de la ley, o si el empleado es un profesional de atención médica con licencia o certificado, constituye un cuidado de calidad inadecuada a los pacientes;

·         es fraudulenta o delictiva; o

·         es incompatible con un claro mandato de la política pública con respecto a la salud, la seguridad o el bienestar públicos, o la protección del medioambiente. N.J.S.A. 34:19-3.

            No se aplica la protección contra represalias cuando se realiza una divulgación ante un organismo público, a menos que el empleado haya informado por escrito la actividad, política o práctica a un supervisor del empleado por escrito y le haya dado al empleador una oportunidad razonable para corregir dicha actividad, política o práctica. No obstante, no se exige dicha comunicación en los casos en que el empleado crea razonablemente que la actividad, política o práctica es conocida por uno o más supervisores del empleador, o en los

                                                                                                                                                                                                                                                                                    Anexo "A" (cont.)

casos en que el empleado tema un daño físico como resultado de dicha comunicación, siempre que la situación tenga carácter de emergencia.

            Los supervisores designados para recibir la notificación antedicha por escrito y responder a preguntas con respecto a sus derechos y responsabilidades en virtud de esta ley (N.J.S.A. 34:19-4) son: el Asesor Legal y Director de Cumplimiento, 1415 Wyckoff Road, Wall, New Jersey 07719, teléfono: 732-938-1489; el Vicepresidente de Servicios Corporativos, 1415 Wyckoff Road, Wall, New Jersey 07719, teléfono: 732-938-1001; el Vicepresidente de Auditoría Interna, 1415 Wyckoff Road, Wall, New Jersey 07719, teléfono: 732-938-1220; the Executive Vice President and Chief Operating Officer of New Jersey Natural Gas Company, 1415 Wyckoff Road, Wall, New Jersey 07719 at 732 938-1488; the Executive Vice President and Chief Operating officer of NJR Energy Services, 1415 Wyckoff Road, Wall, New Jersey 07719 at 732 938-1286; el Presidente de NJR Home Services Company, 5008 Belmar Blvd., Farmingdale, New Jersey 07727, teléfono: 732-938-1491; y el Presidente de Commercial Realty and Resources Corporation., 1415 Wyckoff Road, Wall, New Jersey 07719, teléfono: 732-938-1111.

            Un empleado o ex empleado tiene un plazo de un (1) año para iniciar una acción civil ante un tribunal por una supuesta violación de la CEPA.

            Si necesita este documento en otro idioma distinto del inglés y el español, llame al (609) 292-7832 o comuníquese con el Asesor Legal y Director de Cumplimiento, llamando al 732 938-1489.

 

Attachment B - Antitrust Compliance Guidelines

            The Company is committed to full compliance with all laws and regulations, and to maintaining the highest ethical standards in the way we conduct our business. The Company's commitment includes strict compliance with federal and state antitrust laws, which are designed to promote vigorous and fair competition and to provide American consumers with the best combination of price and quality. Compliance with the antitrust laws is serious business. Antitrust violations may result in heavy fines for corporations, and in fines and even imprisonment for individuals.

THE COMPANY'S ANTITRUST COMPLIANCE POLICY WILL BE STRICTLY ENFORCED. ANY EMPLOYEE WHO FAILS TO ADHERE TO THIS POLICY WILL BE SUBJECT TO DISCIPLINE UP TO AND INCLUDING TERMINATION.

            In all Company activities, all directors, officers and employees and consultants retained by the Company must avoid any discussions or conduct that might violate the antitrust laws or even raise an appearance of impropriety.

·         DO consult with the General Counsel about any internally produced documents or documents produced by a third party on behalf of the Company that touch on sensitive antitrust subjects such as pricing, market allocations, refusals to deal with any company.

·         DO consult with the General Counsel on any non-routine correspondence that requests the Company to participate in projects or programs, submit data for such activities, or otherwise join other companies in joint activity.

·         DO use an agenda and take accurate minutes at every meeting, which should be reviewed by the General Counsel before they are finalized and circulated.

·         DO NOT initiate or participate in discussions about

(a)          agreements with competitors to fix prices for products or services

(b)         agreements with competitors on the prices they will pay for products or services sold by  other companies, or to engage in collusive bidding practices (bid rigging)

(c)     agreements with a supplier on the price at which the Company may resell a service or product purchased from the supplier

(d)     agreements with a customer on the price at which the customer may resell the service or product purchased from the Company

(e)     allocating markets, customers, territories or products and services with competitors, including refraining from selling a certain product generally or in any geographic territory or to any category of customer

(f)     agreements with a competitor to limit the quality of production, restrict the products or services sold to a particular customer, refrain from introducing new products and services or eliminating old ones, or accelerate the introduction or withdrawal of a new product or service

(g)     joint boycott of or joint refusal to buy from particular suppliers or sell to particular customers

(h)     refusing to offer monopoly utility service to a customer unless the customer also purchases a competitive product or service from the utility or its affiliate

(i)      requiring a customer to sell exclusively the products of a particular company, forcing a supplier not to sell to its customer's competitors or forcing a customer to buy all of its requirements for a particular product or service from a single supplier.

(j)      buying a supplier's products and services only on the condition that the supplier buys the Company's products and services

(k)     acquiring or maintaining monopoly power in a particular market to drive a particular competitor out of business or to prevent a competitor from entering the market

(l)      charging different prices for its products and services to competing customers at the same point in time

(m)    deceptive or misleading advertising and trade practices, such as disparaging a competitor's product, harassing a customer or competitor, stealing trade secrets and customer lists

·         DO NOT stay at any meeting or gathering, if these kinds of discussions are occurring and notify the General Counsel immediately.

·         DO NOT use joking or aggressive language (e.g. "Let's kill our competitors") or language that might arouse suspicion (e.g. "For limited distribution" or "Destroy after reading")

·         DO NOT use language or create any documents or other records that might be misinterpreted to suggest that the Company condones or is involved in anti-competitive behavior

            You are encouraged to seek answers to any questions regarding the interpretation or application of this policy prior to taking any action of which you are unclear. Any legal questions about the matters discussed herein should be addressed to the General Counsel and Chief Compliance Officer,1415 Wyckoff Road, Wall, NJ, telephone number 732-938-1489.

 

Attachment C - Policy Regarding the Purchase And Sale of New Jersey Resources Corporation Securities

Revision Date: March 13, 2007

            In order to assure that directors, officers and employees of NJR and its subsidiaries (collectively referred to as the "Company") do not violate legal prohibitions on "insider trading" of NJR securities, this policy has been established.

            In accordance with the following requirements, it is the policy of the Company that no director, officer or employee should unlawfully use or profit from non-public information about the Company.

            A.        General Requirements

                        1. Federal and state securities laws generally impose upon insiders -- corporate officers, directors and employees and other fiduciaries -- possessing material non-public information a "disclose or abstain" rule. This means that the insider must abstain from trading in the Company's securities unless the information has been publicly disclosed and sufficient time has elapsed for the information to be "absorbed" by the investing public.

                            Since insiders are not generally in a position to act on their own to disclose material non-public information without violating their fiduciary duty of confidentiality to the Company and causing the Company substantial harm, the "disclose or abstain" rule should be regarded as imposing an obligation not to trade in Company securities at any time when one is in possession of material non-public information.

                        2. "Material non-public information" is generally considered to be information, positive or negative, not available to the general public that would be expected to affect the decision of a reasonable investor contemplating whether to purchase, sell or hold Company securities. Information is also material if it could reasonably be expected to have a substantial effect on the market price of the Company's securities. Information may be material for this purpose even if it would not alone determine the investor's decision. Whether particular information is "material" at a particular time may involve complex factual and legal analysis, and an individual should consider as material any information that would be important enough to affect a decision to buy or sell Company securities.

                           Examples of non-public information which is normally considered to be material includes information related to stock splits and other actions relating to capital structure, possible acquisitions, business combinations or asset sales, major management changes, dividend rate changes, the proposed issue or repurchase of Company securities, information concerning earnings or similar financial information, new major contracts and the commencement of or significant developments in litigation or ratemaking proceedings, as well as other important corporate developments. Such information continues to be "non-public" information until disclosed to the general public.

3. Any director, officer or employee who is in possession of material non-public information is an "insider". This includes not only directors and officers, but also non-management employees and persons outside the Company, such as spouses, friends, brokers, etc., who may have acquired the "inside" information directly or through tips.

4. In order to assure that directors, officers, employees and other insiders do not violate the legal prohibition on "insider trading", the following procedures have been established. These procedures should not, however, be viewed as exhaustive, and anyone who is uncertain as to whether a proposed transaction in Company securities would violate these insider trading procedures should consult with the General Counsel before engaging in it. All directors, officers and all others who have regular contact with the Board of Directors of the Company should consult with the General Counsel before engaging in any transactions in Company securities.

            B.         Specific Requirements

                        1.         Directors, officers and employees shall maintain as confidential and shall not disclose material non-public information to any third party (including members of their families), except as part of an official Company disclosure such as a news release or a required filing with the Securities and Exchange Commission or other federal or state governmental agency.

                        2.        In order to ensure adequate dissemination of financial information to the general public prior to trading, directors and officers, in addition to being subject to all of the other limitations in this policy, may only engage in transactions in Company securities during the period commencing 48 hours after public release of annual or quarterly financial information of NJR and ending two weeks after the commencement period (the "Trading Window"). The General Counsel may also require persons in addition to directors and officers to comply with the restrictions of this paragraph and may determine that no transactions shall take place during all of or a part of the Trading Window. Affected persons shall be notified of any such requirement or determination by the General Counsel. This Policy shall not prohibit directors and officers (or others who may be subject to restrictions under this paragraph) from engaging in the following transactions outside of the Trading Window ("Permissible Transactions"):

·               Transactions made under a trading plan adopted pursuant to Securities and Exchange Commission Rule 10b-5(-1)(c) (17 C.F.R. §240.10b5-1(c)) and approved in advance and in writing by the Company's Legal Department ("10b5-1 Plan"),

·               Granting Bona fide gifts of Company stock.

·               Exercising options and holding all the shares, (i.e., other than a cashless exercise or any other market sale for the purpose of             generating cash needed to pay the exercise price of an option).

·               Acquiring shares of Company stock through the dividend reinvestment features of the Company's Automatic Dividend Reinvestment Plan (DRP) including purchases of shares resulting from a periodic contribution of money to the DRP pursuant to the election made at the time of enrollment in the DRP (voluntary purchases of Company stock resulting from optional cash payments to the DRP and new elections to participate in the plan or increase the amount of cash contributed by payroll deduction to the DRP are not Permissible Transactions).

·               Acquiring shares of Company stock through other similar non-discretionary, regular investment programs of the Company such as the Directors' Deferral Plan or Executive Compensation Deferral Plan.

·               Acquiring shares through the Employees' Retirement Savings Plan ("401(k) Plan") as a result of periodic contributions to the 401k Plan pursuant to a payroll deduction election. Elections made under the 401(k) Plan to (a) increase or decrease the percentage of periodic contributions that will be allocated to the Company stock fund, (b) make an intra-plan transfer of an existing account balance into or out of the Company stock fund, (c) to borrow money against a 401(k) Plan account if the loan will result in a liquidation of some or all of the Company stock fund balance or (d) to pre-pay a plan loan if the pre-payment will result in allocation of loan proceeds to the Company stock fund are not Permissible Transactions.

                        A director or officer who has entered into a 10b5-1 Plan must report to the General Counsel (i) all transactions made pursuant to the 10b5-1 Plan and (ii) the completion or termination of the 10b5-1 Plan.

3.           No director, officer or other employee or any other insider of the Company may engage in any transaction in Company securities (other than the Permissible Transactions) at any time (including during the Trading Window) when such person is in possession of material non-public information concerning the Company, or for a period of 48 hours following public disclosure of such information.

4.           No director, officer or member of or subject matter expert to the Benefits Administration Committee of the Company may engage in transactions in any Company securities during any period when all employees are prohibited from engaging in transactions in the 401(k) Plan. Each person subject to this prohibition will be advised in writing prior to the start of any prohibited period.

5.           Any questions concerning the interpretation of the foregoing rules, including whether particular information is material or has been publicly disclosed, should be referred to the General Counsel prior to engaging in a transaction in Company securities.

Revised  3-13-07

Attachment D - Reporting Discrimination, Retaliation and Harrassment Complaints

CONTACT LIST

If you believe that you may have been, or anyone else may have been, unlawfully discriminated against, harassed by or retaliated against by any officer, manager, supervisor, co-worker, agent or nonemployee in violation of this Equal Employment Opportunity Policy, you should report your concerns immediately to your supervisor or any of the points of contact listed below. Please speak with whichever person you feel the most comfortable, whatever your reasons

Legal Department Mariellen Dugan Senior Vice President & General Counsel (732) 938-1489

Human Resources Andrew Morris Manager Employee Relations (732) 938-1057

1.            Raymond Ashkenis, Field Supervisor, Manahawkin (609) 597-9381

2.            Howie Brey, Supervisor Distribution, Bay (732) 938-6745

3.            Diane Davidson, Mgr. External Reporting & Research – (732) 919-8055

4.            Kathleen Ellis, Executive V.P. and COO, NJNG, Wall (732) 938-1488

5.            Maria Goanos, Manager - Residential Sales, Wall (732) 938-1089

6.            Marianne Harrell, Regulatory Analyst II, Wall (732) 938-1257

7.            Rick Hauter, General Supervisor Distribution, Lakewood (732) 938-4323

8.            Winfred Johnson, Manager Field Operations, Wall (732) 919-8090

9.            Peter Kelly, Manager Customer Contact, Wall (732) 938-1149

10.        Daniel Lin, Managing Engineer, Wall (732) 938-7226

11.        Kathleen O'Connell, Mgr. Cust. Advocacy & Volunteerism, Wall (732) 938-1074

12.        Ginger Richman, Vice President - Energy Services, Wall (732) 938-1268

13.        Kraig Sanders, Manager PMT, Maude (732) 938-1188

14.        James Tarleton, General Supervisor, North Division, Rockaway (732) 938-4666.

15.        William Wells, Manager-Distribution Monmouth Co.,Maude (732) 919-8282

16.        John Wyckoff, Manager Engineering, Wall (732) 938-7864

17.        Joseph P. Shields, Executive V.P. and COO, NJRES, Wall (732) 938-1286

You may also make good faith reports of suspected irregularities or illegalities directly to the non-management members of the Board of Directors of the Company by contacting EthicsPoint, Inc., our independent third-party vendor at 1-866-384-4277, or send an email to ethicspoint.com. 

 

OUR COMMITMENT TO STAKEHOLDERS

·        Safe, Reliable and Competitively Priced Service

·        Customer Satisfaction

·        Growth

·        Quality

·        Valuing Employees

·        Corporate Citizenship

·        Superior Return

 

[1]               A copy of this procedure is available at 

http://investor.njresources.com/documentdisplay.cfm?DocumentID=1153

[2]   A copy of this procedure is available at  http://investor.njresources.com/documentdisplay.cfm?DocumentID=1308

[3] A copy of the 2009 Affiliate Standards Compliance Plan is available at http://njr14/policyprocedure/All%20Companies/2009%20Compliance%20Plan.pdf

[4]               The Fair Competition Guidelines are attached to the 2009 Affiliate Standards Compliance Plan at Exhibit B. 

[5] A copy of Administrative Procedure 55 DOT Drug and Alcohol Control Program is available at  http://njr14/policyprocedure/All%20Companies/DOT%20Drug%20and%20Alcohol%20Control%2055.pdf . See also Article 27 of the Collective Bargaining Agreements.  

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NJR - (NYSE) $37.72   - 0.37

Sep 2, 2010 4:01 PM ET

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