We deal fairly with our customers, suppliers, competitors, and employees. They trust us because we deliver on our promises. We are committed to fair and competitive sales practices. We do not engage in practices that unfairly limit trade or exclude competitors from the marketplace. Antitrust laws prohibit agreements that eliminate or discourage competition. We follow these laws carefully.

We will not communicate formally or informally with competitors to fix or control prices, allocate market share, boycott customers or suppliers, or limit the sale of our services or products. We will not take unfair advantage of anyone through manipulation, misrepresentation, or any other type of unfair dealing.

Remember these key points:

• Avoid even casual conversations with our competitors regarding prices, products, markets, or services.
• If you are meeting with vendors or competitors and you have antitrust concerns based on what is being discussed, you should politely excuse yourself and leave the meeting. Then, contact the Legal Department for advice.
• Never require a customer to take an unwanted service or product in order to obtain something that he or she wants to buy.
• Do not set prices below cost to drive a competitor out of the marketplace.
• If you are uncertain about how the antitrust laws apply to a specific situation, talk with the Legal Department.
• Do not make inaccurate or misleading statements about our competitors, suppliers, vendors, or customers.

QUESTION: One of our competitors has made misleading statements about CNP’s services. How should I respond?
ANSWER: Continue to emphasize the positive aspects of our products and services and respond only with the facts. Advise your supervisor of the incident and contact the Legal Department. Take the high road and avoid disparaging the services of this competitor.

Gathering Competitive Information

Properly gathered business information about our industry, competitors, and customers can be extremely valuable. We can only use and rely upon information gathered from public sources which are freely available to others.

To obtain competitive information, we will not use illegal or unethical means, such as theft, bribery, misrepresentation, or espionage. You may not seek a competitor’s confidential information or accept anyone else’s confidential information without their consent.

QUESTION: I’ve become quite friendly with one of our longstanding vendors. Our spouses are close friends, and we are thinking about taking everyone on a family vacation. How would this look?
ANSWER: Never let a friendship with a vendor substitute for your good business judgment. If you really think that you can keep a strong separation between your business relationship and your personal friendship, then how you use your vacation time is your own decision. But, others may look at this relationship differently, and jump to the conclusion that you will favor this particular vendor in future business dealings. You should discuss this kind of situation with your supervisor or manager.

QUESTION: A supplier left a document in my office that describes the products of one of our competitors. It is not marked confidential, but I think that it contains prices and marketing plans. Can I keep a copy and share this information with others so that we know what the competition is thinking about?
ANSWER: No. You should assume that this document contains confidential information that should not be disclosed to anyone at CenterPoint Energy. If you use this information, you will violate our values, this Code, and possibly expose both you and our company to litigation. Contact the Legal Department or the Ethics and Compliance Department immediately so that the document can be promptly returned or destroyed.

Procurement

We use vendors, suppliers, and subcontractors who best meet our needs. They provide goods and services that are essential to our business. We expect our suppliers, vendors, subcontractors, and business partners to follow ethical business practices. We protect from disclosure their confidential and proprietary data, such as prices and bids.

We carefully select vendors because their actions impact our reputation. Selection decisions are based on objective information such as price, past performance, business reputation, technical expertise, production capacity, and financial stability. Former CNP employees who represent a vendor should be screened carefully to prevent misuse of company information, creation of an unfair advantage, or the appearance of a conflict of interest. If one of your friends works for a vendor competing for CNP’s business, disclose this relationship to your supervisor or the Ethics and Compliance Department. We can help you evaluate the situation so that you don’t create a conflict of interest.

You cannot afford to let your good business judgment be clouded by a gift or a meal provided by a vendor. Discounts or special offers must be offered to all CNP employees through a regular discount or buying program.