Obeying the law – both in spirit and in letter – is the foundation on which our standards are built. We respect and obey the laws, rules, and regulations of the jurisdictions where we operate. We know and follow our customer’s rules affecting our conduct. We abide by company policy.

However, complying with the laws, rules, regulations, and policies is not your only responsibility. You should consider not only what you are permitted to do, but also what is the right thing to do.

Our Responsibilities as Employees

As CNP employees, we must:

• Read, understand, and use this Code
• Know the policies and rules that apply to our jobs
• Use available resources  
• Take required training
• Cooperate with internal investigations

Additional Responsibilities for Managers and Supervisors

Supervisors, managers, and senior leaders have additional responsibilities regarding this Code. They should provide timely advice and guidance. They are expected to lead according to our Values, this Code, and our policies – in their words and actions. Managers must promote open and honest two-way communication with their employees. Managers and supervisors who have concerns about possible unethical or illegal conduct should inform another more senior manager, Human Resources, or the Ethics and Compliance Department about the situation.

The more that our managers and supervisors talk openly about ethics and compliance, the clearer we will be about what is expected of us.

Managers and supervisors must:

• Set the tone at the top by acting ethically
• Ensure employees receive required training
• Encourage employees to ask questions and get advice before they act
• Protect our company’s reputation
• Take prompt action to correct problems

Resolving Business Ethics Concerns

We expect you to recognize actual or potential ethical problems. If you observe or suspect a violation of the law or our policies, including this Code, report it to your supervisor, any member of management, Human Resources, Legal Department, Audit Services, Corporate Security, or the Ethics and Compliance Department.

Don’t hesitate to ask a question about business conduct. The important thing is that you speak up and bring your concern to our attention through one of the many resources available to you.

Our Concerns Helpline is available 24 hours a day, seven days a week 1-888-888-3155

You Should Call the Concerns Helpline when

• You want to make an anonymous report about a suspected violation of this code, the law, or a policy.
• You have a question about ethics, business conduct, or compliance.
• You want to report a suspected violation of this Code, the law, or a policy.
• You tried to raise a concern but did not receive a response.
• You are uncomfortable reporting an issue through other channels.
• You believe management may be involved or will not be impartial.
• You want clear advice before you take action.

What to Expect When You Call the Concerns Helpline

An independent third party will take your call, listen, and ask questions about your concern. You will receive a unique PIN (personal identification number) and date so that you can follow up on your call. A report of your call is promptly forwarded to the Ethics and Compliance Department for review and action.

All calls to the Concerns Helpline are treated confidentially. Our goal is to answer your questions and handle issues fairly and consistently. We will make sure that reports of improper conduct are thoroughly investigated. We will take appropriate action to resolve each reported matter.

Although you are encouraged to identify yourself, you may choose to remain anonymous. We will respect your choice. The Concerns Helpline is not equipped with Caller ID, recorders, or devices that can trace the number from which you are calling.

If you choose to remain anonymous, it is important that you clearly describe the situation and provide enough details so that your concern can be adequately addressed. Vaguely worded concerns can be very difficult to investigate.

QUESTION: How much information must I share with the Concerns Helpline when I report something that I think goes against our policies?
ANSWER: Please provide as much detail as you can, so that we can assess the situation and take the right action. When you call the Helpline, you will be asked a series of questions that can help you describe your concern or issue completely.

QUESTION: I would like to make a report through the Helpline, but I don’t want to provide my name. How will I find out what CNP is going to do about my concern?
ANSWER: When you call anonymously, the Helpline will assign you a PIN number so that you can call back and receive the information about how your concern is being handled. We rely upon anonymous callers to place these follow-up calls. Otherwise, we can’t ensure that we will understand your concerns sufficiently so that we can address them.

Conducting Investigations

The Ethics and Compliance Department will coordinate all investigations and monitor your concern until it is resolved. CNP investigates reports about business conduct as promptly and confidentially as possible. Investigations are as impartial, fair, and thorough as possible. We will contact those who are involved in the situation and provide them an opportunity to explain what happened. All employees have a responsibility to cooperate. During an investigation, never destroy or alter documents, lie, or obstruct the collection of information.

Once a concern is reported, you can expect the following:

• Your report will be taken seriously.
• Your report will be handled discreetly and professionally.
• If appropriate, you will be told how your concerns were resolved.

We cooperate fully with government investigations. We are courteous to officials. Notify your supervisor or the General Counsel immediately if you learn about a government investigation or request for information. Do not respond without getting legal advice first.

If we find that our standards have been violated, we will take action. This may include disciplinary action, implementing changes, or notifying the right government agency. Not only will we deal with a specific violation, but we will also make appropriate changes so that similar problems will not recur.

Prohibition Against Retaliation

It is CenterPoint Energy’s obligation to protect you from retaliation. You will not be punished, treated adversely, or lose your job because you asked questions or reported concerns. When you step forward to report something you believe is unethical or illegal, we can address the problem. Individuals who raise concerns in good faith or who help to resolve reported matters are protected against retaliation. Good faith does not mean that you are always right. It does mean that you sincerely believe that you are telling the truth. However, malicious or intentionally false reports will not be tolerated and such callers will face disciplinary action.

If you believe you have been retaliated against, you should contact Human Resources or the Ethics and Compliance Department. Individuals who retaliate against others for reporting a problem will be subject to disciplinary action, up to and including termination of employment.

Disciplinary Action

Failures to follow the law, this Code, or our policies have severe consequences. Violations can jeopardize our relationships with customers and suppliers, and could result in the loss of our ability to do business. Anyone who violates the law, this Code, or our policies is subject to disciplinary action up to and including termination. Disciplinary action will be taken consistently and fairly throughout the company.

The chart below shows what happens when you call the Concerns Helpline.

You report your concern or ask for advice by calling the Concerns Helpline. then...

Our Ethics & Compliance Department receives a copy of your report. then...

We investigate your concern or provide the advice you need. then...

We take appropriate action and follow up with you. then...

Your report is closed.