Avista Corporation s Standards of Conduct Implementation and Compliance Procedures 1

Transcription

1 Avista Crpratin s Standards f Cnduct Implementatin and Cmpliance Prcedures 1 These prcedures explain in detail the measures taken by Avista Crp. and its affiliates t implement and cmply with the Federal Energy Regulatry Cmmissin ( FERC r Cmmissin ) Standards f Cnduct, as prmulgated in Order N and revised in Order Ns A and 2004-B. A cpy f these written prcedures is psted n the Open Access Same-time Infrmatin System ( OASIS ), and a cpy f these prcedures has been distributed t emplyees f Avista Crp. and its Marketing and Energy Affiliates, in accrdance with the Cmmissin s regulatins. 2 These prcedures are designed t assist cmpany emplyees, the FERC staff, and the public in understanding hw the cmpany is addressing FERC s rules gverning relatinships between Transmissin Prviders and their Marketing and Energy Affiliates. While these prcedures explain hw Avista Crp. is implementing the Standards f Cnduct, a cmplete descriptin f the rules and FERC s stated interpretatin f thse rules is cntained in the training manuals that emplyees have received. The manuals will be updated peridically and emplyees shuld refer t them n a regular basis. A. General Rules (1) Cmpliance. All emplyees f Avista Crp. and its affiliates shall at all times cmply with the Standards f Cnduct and the implementatin and cmpliance prcedures set frth herein. These prcedures are cnsistent with the FERC Standards f Cnduct regulatins. 3 Bard f directrs, fficers and ther emplyees f Avista Crp. and its affiliates with access t transmissin infrmatin r infrmatin cncerning gas r electric purchases, sales r marketing functins are required t be trained under the Cmmissin s regulatins. Avista Crp. has trained these emplyees, and as part f that training, the emplyees have certified that they understand the Standards f Cnduct cmpliance requirements, and that any knwing failure t cmply with the Cmmissin s Standards f Cnduct can result in disciplinary measures. 4 (2) Independent functining. By cmplying with the prcedures set frth herein, Avista Crp. s Transmissin Functin emplyees will functin independently frm the emplyees f Avista Crp. s Marketing and Energy Affiliates. 5 These affiliates include: Avista Energy, Inc., Avista Turbine Pwer, Inc., Rathdrum 1 A divisin f Avista Crpratin knwn as Avista Utilities prvides FERC-jurisdictinal services. Fr simplicity herein, Avista Crpratin and Avista Utilities are referred t jintly as Avista Crp C.F.R 358.4(e)(3) and (4) C.F.R C.F.R (e)(5) C.F.R

2 Pwer, LLC, and Spkane Energy, Inc., as well as Avista Crp. s wn whlesale pwer marketing and Natural Gas Resurces units. (3) Nn-discriminatin. By cmplying with the prcedures set frth herein, Avista Crp. s Transmissin Functin emplyees will treat all transmissin custmers, whether affiliated r nt, n a nn-discriminatry basis and will nt perate the transmissin system t preferentially benefit any Avista Crp. Marketing r Energy Affiliate. 6 B. Identificatin f Transmissin Functin Emplyees and Emplyees f Marketing and Energy Affiliates (1) Transmissin Functin emplyees. Avista Crp. s Transmissin Functin emplyees include all emplyees, cntractrs, cnsultants and agents wh cnduct transmissin system peratins, capacity planning, r reliability functins. 7 Avista Crp. s rganizatinal charts clearly reflect which emplyees Avista Crp. has identified as Transmissin Functin emplyees fr purpses f Standards f Cnduct cmpliance. 8 (2) Marketing Affiliate emplyees. Avista Crp. s Marketing Affiliates include all affiliates r units that engage in marketing, sales r brkering activities. 9 Avista Crp. s Marketing Affiliate emplyees include the peratinal emplyees f Avista Crp. s energy sales unit and all emplyees f affiliates engaged in marketing, sales r brkering activities, unless specifically designated as fulfilling shared emplyee duties. Avista Crp. s rganizatinal charts clearly reflect which emplyees f Avista Crp. are engaged in energy sales. 10 Avista Crp. maintains n its OASIS site under Prvider Infrmatin the names and addresses f all Marketing Affiliates. 11 (3) Energy Affiliate emplyees. Avista Crp. s Energy Affiliates include all affiliates: engaged in transmissin transactins in U.S. energy r transmissin markets; engaged in the management r cntrl f transmissin capacity in U.S. energy r transmissin markets; 6 18 C.F.R The use f the term emplyees thrughut these prcedures is intended t include emplyees, cntractrs, cnsultants and agents unless expressly stated therwise C.F.R (b)(3) C.F.R (e) C.F.R (b)(3) C.F.R (b)(1). 2

3 engaged in purchasing, selling r trading natural gas r electricity in U.S. energy r transmissin markets; r engaged in financial transactins relating t the sale r transmissin f natural gas r electricity in U.S. energy r transmissin markets. Avista Crp. maintains n its OASIS site under Prvider Infrmatin the names and addresses f all Energy Affiliates. 12 C. Facilities Access Restrictins Avista Crp. s headquarters are lcated at 1411 East Missin Avenue, Spkane, WA Avista Energy, Inc. and Avista Turbine Pwer, Inc. are tw affiliated cmpanies that are lcated at a separate lcatin. Their address is 201 W. Nrth River Drive, Suite 610, Spkane, WA Thus, fr these affiliates, there is a cmplete separatin f physical facilities. With regard t its headquarters, Avista Crp. has taken steps t facilitate cmpliance with the Standards f Cnduct by restricting access t transmissin-related facilities. (1) Access t transmissin facilities. The majrity f Avista Crp. s Transmissin Functin emplyees wrk n the furth flr f Avista Crp. s headquarters. 13 There are n Marketing r Energy Affiliate emplyees that wrk n this flr. Transmissin Functin emplyees share the furth flr with nn-transmissin persnnel, including emplyees engaged in custmer relatins, public relatins, strategic planning functins, central dispatch and risk management. Transmissin Functin emplyees ccupy tw areas n the furth flr f Avista Crp. s headquarters, bth f which are ff-limits t emplyees f Avista Crp. s Energy and Marketing Affiliates and t emplyees f ther transmissin custmers and ptential transmissin custmers. 14 The first is the transmissin system cntrl center, which is lcated behind permanent walls and can be accessed nly thrugh lcked drs, entry thrugh which is cntrlled by clsed circuit vide mnitring frm the cntrl center. Only Transmissin Functin emplyees can access the cntrl center by keycard. A cntrl center emplyee must psitively identify ther individuals wishing t enter the cntrl center befre the dr is unlcked C.F.R (b)(1). 13 The Vice President, Transmissin and Distributin Operatins has a lcked ffice n the first flr f the building where distributin emplyees are lcated. His administrative assistant is lcated utside f that ffice and has a lcked desk. In additin, ne Transmissin Functin Emplyee is n temprary assignment t the distributin grup lcated n the third flr. There are n Transmissin Functin emplyees r Marketing/Energy Affiliate emplyees lcated n either the first r third flrs C.F.R (a)(3). 3

4 Transmissin Functin emplyees als ccupy a separate area n the furth flr f Avista Crp. s headquarters, which is used by Avista Crp. s transmissin cntracts and planning persnnel (apprximately ten emplyees). Like the cntrl center, this area is behind permanent walls and access is prtected by keycard restrictins. There is a master key that allws access t bth areas by facilities management. Each f these tw wrk areas is als prtected by apprpriate signage indicating that Marketing and Energy Affiliate emplyees are prhibited frm accessing the Transmissin Functin emplyee wrk areas. (2) Nn-affiliate transmissin custmers. The access restrictins set frth immediately abve apply t nn-affiliated transmissin custmers and ptential transmissin custmers as well as t the Marketing and Energy Affiliates f Avista Crp. (3) Access t Avista Crp. s trading flr. Avista Crp. prhibits access t its trading flr by all Transmissin Functin Emplyees, bth affiliated and nn-affiliated. The trading flr is lcated in the Suthwest quadrant f the west wing f the fifth flr at Avista Crp. s headquarters. D. Infrmatin Access Restrictins (1) N preferential access t transmissin infrmatin. Avista Crp. s Transmissin Functin emplyees ensure that emplyees f Marketing and Energy Affiliates nly have access t the same infrmatin abut the Avista Crp. transmissin system that is available t nn-affiliate transmissin custmers (i.e., the infrmatin psted n the OASIS). 15 (2) Nn-public transmissin infrmatin secured in transmissin wrk areas. Avista Crp. s Transmissin Functin emplyees generally maintain hard cpies f nnpublic transmissin infrmatin nly in the transmissin facilities that are subject t the access restrictins described in Sectin C, abve. All wrkstatins set up fr use by Transmissin Functin emplyees n the furth flr are lcated in secure areas nt accessible by emplyees f Marketing and Energy Affiliates. In additin, in rder t secure access t infrmatin n individual cmputer statins, it is Avista Crp. s plicy that emplyees lck ut f their cmputers befre leaving their wrkstatins. Such lck uts are designed t ccur autmatically after a designated perid if emplyees d nt d that themselves. T the extent that nn-public transmissin infrmatin is circulated t shared supprt emplyees, the restrictins discussed in Sectin D(6), belw, apply t ensure that such infrmatin is nt shared with emplyees f Marketing and Energy Affiliates C.F.R (a)(1). 4

5 (3) SCADA/EMS access restrictins. Avista Crp. strictly cntrls access t nnpublic transmissin infrmatin stred n the Supervisry Cntrl and Data Acquisitin (SCADA) system and/r the Energy Management System (EMS). Avista Crp. whlesale merchant emplyees have access t EMS infrmatin via web-based displays and tw dedicated EMS cnsles lcated at the Pwer Shift Scheduler s desk n the fifth flr f Avista Crp. s headquarters; hwever, such access is limited t lad and generatin data. 16 Avista Crp. s Marketing and Energy Affiliate emplyees d nt have the ability t access transmissin infrmatin stred n the SCADA r EMS. (4) Cmmn scheduling database restrictins. Avista Crp. s Transmissin Functin emplyees and whlesale merchant emplyees maintain separate passwrds fr accessing the cmmn scheduling database perated by CASSO, Inc. Such passwrds ensure that merchant emplyees d nt have access t nn-public transmissin infrmatin. (5) Firewalls. Firewalls are in place thrughut the Avista Crp. netwrk t cntrl the access f infrmatin. Avista Crp. s transmissin functin and its Energy/Marketing Affiliates share firewall security access pints. All such access pints are develped, maintained and dcumented by the Avista Crp. IT System Engineering grup. (6) Labeling f dcuments circulated t shared emplyees. T the extent that any internal Avista Crp. dcuments that ptentially cntain nn-public transmissin infrmatin are circulated between the Avista Crp. transmissin functin and shared supprt emplyees, such dcuments are t be labeled with the fllwing language (either stamped r included in the letterhead): POTENTIAL NON-PUBLIC TRANSMISSION INFORMATION. DO NOT DISCLOSE TO MERCHANT EMPLOYEES OF AVISTA CORP. 18 CFR 358. Shared supprt emplyees have been trained that they are nt t serve as cnduits fr the flw f nn-public transmissin infrmatin frm Transmissin Functin emplyees t emplyees f Marketing and Energy Affiliates. 17 Labeling dcuments with the abve language helps supprt persnnel identify nn-public transmissin infrmatin that cannt be shared. E. Separatin f Functins and Prhibited Cmmunicatins (1) Independent functining general. Except as may be necessary during system reliability emergencies, Avista Crp. s Transmissin Functin emplyees are required t functin independently frm its Energy and Marketing Affiliate emplyees C.F.R (b)(6). 18 C.F.R (b)(7). 18 C.F.R (a)(1). 5

6 (2) Prhibitin n Marketing r Energy Affiliate emplyees frm engaging in transmissin r reliability activities. Except as may be necessary during system reliability emergencies, nly Transmissin Functin emplyees, and nt emplyees f Marketing and Energy Affiliates, will engage in peratinal transmissin r reliability activities, including, but nt limited t, all activities that invlve the administratin f Avista Crp. s Open Access Transmissin Tariff ( OATT ). 19 Exceptin fr system emergencies: In rder t ensure the integrity f the transmissin system, it is ften necessary t curtail lads r drp resurces. When this is dne because f a transmissin system restrictin, any cmmunicatin f the reasn fr the curtailment r generatr drpping must be psted n the OASIS. During emergencies, it may nt be prudent t take the time t pst n OASIS the reasns behind certain actins. In thse cases, it is permissible t cmmunicate with marketing persnnel as necessary (and nly as necessary) t ensure system security. In cases where the Standards f Cnduct are breached, the deviatin must be reprted t FERC. See Sectin G(2)(j). (3) Prhibited ff-oasis cmmunicatins. Except in the case f system emergencies r in the case f prcessing transmissin service requests discussed in Sectin E(4), Transmissin Functin emplyees are prhibited frm engaging in ff- OASIS cmmunicatins regarding nn-public transmissin infrmatin with any Energy r Marketing Affiliate, whether such infrmatin relates t the Avista Crp. transmissin system, the transmissin system f anther, r any ther nnpublic infrmatin btained in discussins with a transmissin custmer r ptential transmissin custmer. 20 Avista Crp. Transmissin Functin emplyees and emplyees f Avista Crp. s Marketing and Energy Affiliates shall be jintly respnsible t refrain frm any cmmunicatin f infrmatin which is nt permitted by these prcedures. While Avista Crp. Transmissin Functin emplyees and Marketing and Energy Affiliate emplyees are nt prhibited frm scial r business cntact, such meetings shall nt invlve any exchange f infrmatin subject t the Standards f Cnduct prhibitins n disclsure. These emplyees shall be especially cautius f lunchrm, restrm r hallway cnversatins. In the event f an inadvertent exchange f prtected infrmatin, bth the Transmissin Functin emplyee and the emplyee f the Marketing r Energy Affiliate shall ntify the Chief Cmpliance Officer f the event and the nature f the infrmatin cmmunicated s that an OASIS psting may be made, pursuant t the prcedures discussed in Sectin G(2)(i) C.F.R (a)(3)(i). 18 C.F.R (b)(1) and (2). 6

7 In the event that a custmer cnsents in writing t the sharing f nn-public infrmatin relating t that custmer, Avista Crp. can share such infrmatin subject t the psting requirements discussed in Sectin G(2). 21 (4) Discussins pertaining t specific affiliate requests fr transmissin service. Avista Crp. s Transmissin Functin emplyees and emplyees f Energy and Marketing Affiliates are permitted t engage in ff-oasis cmmunicatins relating t specific affiliate requests fr transmissin service previusly submitted ver the Avista Crp. OASIS. 22 Transmissin requests. T the extent that meetings r cmmunicatins take place between the Avista Crp. Transmissin Functin and an Energy r Marketing Affiliate t discuss an affiliate transmissin service request, such meetings and cmmunicatins shall be dcumented by cmpletin f an Off-OASIS Cmmunicatins Lg frm, which shall include at a minimum: (1) a list f the persnnel invlved in the meeting; (2) the date and time f the meeting; and (3) a general synpsis f the matters discussed in the meeting. The Off-OASIS Cmmunicatins Lg frms shall be maintained by transmissin emplyees under the supervisin f the Chief Cmpliance Officer. Intercnnectin requests. All intercnnectin requests made under Avista Crp. s OATT by an Energy r Marketing Affiliate shall be handled in accrdance with the requirements f Order N and subsequent related rders. (5) Bks and recrds. Avista Crp. and its affiliates maintain separate bks and recrds, and all such bks and recrds are available fr Cmmissin inspectin. 23 F. Shared Emplyees and Emplyee Transfers (1) Officers and members f the bard f directrs. Certain fficers and members f the bard f directrs f Avista Crp. have shared respnsibilities fr transmissin functins and sales and marketing functins, as reflected in the cmpany s rganizatinal charts psted n its OASIS pursuant t the Cmmissin s regulatins These shared fficers and directrs cannt, and d nt, participate in directing, rganizing r executing transmissin functins. While shared fficers and directrs can receive nn-public transmissin infrmatin that is necessary t perfrm crprate C.F.R (b)(4). 18 C.F.R (b)(5). 18 C.F.R (d). 18 C.F.R (b). 7

8 gvernance functins, t the extent that any shared fficer r directr actually receives nn-public transmissin infrmatin, he r she cannt, and will nt, act as a cnduit fr the exchange f such nn-public transmissin infrmatin with Avista Crp. s Energy r Marketing Affiliates. 25 (2) Risk management emplyees. Althugh the Transmissin Functin shares risk management emplyees with Energy and Marketing Affiliates, these emplyees are nt perating emplyees f either grup. These emplyees serve nly t manage crprate-wide risk expsure f the crpratin and/r its affiliates and are nt invlved in directing either the Transmissin Functin r the Energy and Marketing Affiliates in their respnse t any risks identified. 26 (3) Lawyers. The Transmissin Functin and Energy and Marketing Affiliates d nt share in-huse legal services. At times, the tw grups d emply services frm the same utside legal firms. These lawyers, hwever, are nt engaged in planning, directing r rganizing transmissin functins; they are emplyed nly t prvide legal r regulatry advice in their traditinal rles. (4) Other supprt emplyees. Avista Crp. s Transmissin Functin shares certain supprt, field and maintenance, and risk management emplyees with Energy and Marketing Affiliates. 27 With the exceptin f shared clerical, maintenance and field emplyees, shared emplyee functins by business units and sub-business units are identified in the rganizatinal charts that are psted n Avista Crp. s OASIS The categries f emplyees that are shared between the Avista Crp. Transmissin Functin and its Energy and Marketing Affiliates include, but are nt limited t, the fllwing: Chairman f the Bard, President & CEO - Executive Officers - Internal Auditing C.F.R (a)(5). 18 C.F.R (a)(6). 18 C.F.R (a)(4). 18 C.F.R (b). 8

9 Finance & Accunting - Accunts Payable - Remittance Payments - Resurce Accunting - Crprate Risk Management - Tax Services - Crprate Finance & Cash Management - Energy Delivery Accunting - Finance, Analysis, Budget, Frecast Operatins - Central Dispatch - Meter Shp (Electric & Gas) - Relay Shp - Substatin Supprt & Cnstructin - Plant Operatrs Resurces - Cnstructin (Plant & Line) - Frestry - Hydr Licensing, Envirnmental & Admin - Maintenance - Prductin & Generatin & Gen. Engineers - Reginal Pwer Issues Technical Services - Applicatin Supprt - IS/IT Netwrk & Infrastructure Services - Telecmmunicatins - Substatin Design - Electric & Gas Engineering - Real Estate Crprate Services - Crprate Cmmunicatins - Gvernment Relatins - Custmer Slutins & Market Services - Planning, Analysis & Special Prjects - Ecnmic & Cmmunity Relatins - Strategic Business Develpment - General Services - Rates & Tariffs Human Resurces/Crprate Secretary - Benefits - HR Cmp & Labr & Emplyee Relatins 9

10 - Safety & Craft Training - HRIS/Payrll All shared emplyees have received training tailred t the specific Standards f Cnduct requirements that apply t shared emplyees, and such training will cntinue n an nging basis as new hires and changes in emplyment status require, as described in Sectin I. All shared emplyees understand that, t the extent that any shared emplyee receives nn-public transmissin infrmatin, they cannt, and will nt, act as a cnduit fr the exchange f such nn-public transmissin infrmatin with Avista Crp. s Energy r Marketing Affiliates. If a shared emplyee inadvertently shares nn-public transmissin infrmatin with Marketing and Energy Affiliates, shared emplyees are directed t immediately ntify the Chief Cmpliance Officer wh will take steps t pst the infrmatin n the OASIS. There are certain shared field and maintenance grups (e.g., Line Cnstructin fr native lad service) whse duties necessarily invlve access t a limited amunt f nn-public infrmatin pertaining t Avista Crp. s transmissin facilities (e.g., utages due t cnstructin r repair prjects). Because sme f these field and maintenance grups ultimately reprt t the Vice President, Energy Resurces and Optimizatin, wh is a designated Marketing r Energy Affiliate emplyee, 29 Avista Crp. has implemented the fllwing safeguards t ensure that nne f the limited nn-public transmissin infrmatin abut Avista Crp. s transmissin system that these shared field and maintenance emplyees and their supervisrs might pssess is cnveyed t any Marketing r Energy Affiliate emplyee, including the Vice President, Energy Resurces and Optimizatin: There is at least ne level f shared emplyee supervisin (i.e., the supervisr is designated as a shared emplyee) between the shared field and maintenance grups and the Vice President, Energy Resurces and Optimizatin. That intermediate level f supervisin acts as a firewall between the Vice President, Energy Resurces and Optimizatin, wh cannt receive any nn-public infrmatin abut Avista Crp. s transmissin system, and the field and maintenance grups wh may, at times, receive limited nn-public infrmatin pertaining t Avista Crp. s transmissin system. All f the shared field and maintenance grups wh might, in the curse f perfrming their shared jb duties, require access t limited nn-public infrmatin pertaining t Avista Crp. s transmissin system have received training and cntinue t receive refresher training n 29 This reprting structure is the mst efficient structure available t Avista Crp., as the majrity f the facilities the shared field and maintenance emplyees are respnsible fr cnstructing, repairing, and maintaining, are native lad resurces, which are within the respnsibilities f the Vice President, Energy Resurces and Optimizatin. 10

11 Standards f Cnduct cmpliance, including emphasis n the n cnduit rule. All supervisrs abve thse emplyees in the line f reprting, including intermediate-level supervisrs and the Vice President, Energy Resurces and Optimizatin, have received training and cntinue t receive refresher training as well. In the training given t these particular emplyees and their supervisrs, emphasis is placed n the fact that the intermediate-level supervisr r supervisrs act as a firewall t prevent the flw f nn-public transmissin infrmatin t any Marketing r Energy Affiliate emplyee, including the Vice President, Energy Resurces and Optimizatin. Nne f the shared field and maintenance emplyees whse line(s) f reprting run t the Vice President, Energy Resurces and Optimizatin, nr the supervisrs f thse emplyees wh reprt t the Vice President, Energy Resurces and Optimizatin, take part in advance planning fr facility utages, nr are they invlved in shutting dwn facilities fr ecnmic reasns. The peratinal transmissin decisins (e.g., utage planning) are made within Avista Crp. s transmissin functin, and then cnveyed t the shared field and maintenance emplyees r their immediate supervisrs, all f whm perfrm shared functins (e.g., cnstructin, repair, maintenance). (5) Emplyee transfers. If an emplyee f Avista Crp. s Transmissin Functin transfers t ne f the Energy and Marketing Affiliates, r vice versa, n such transfer is t be used t circumvent the Cmmissin s Standards f Cnduct. Such transfers are subject t the psting requirements discussed in Sectin G f these prcedures belw. 30 G. Psting Requirements (1) Overseen by Chief Cmpliance Officer. The Avista Crp. Chief Cmpliance Officer shall be respnsible fr verseeing the timely psting and updating f each f the required pstings listed belw in Sectin G(2). (2) Infrmatin t be psted. The fllwing infrmatin will be psted in a frm that is easily accessible n the Avista Crp. OASIS site. T the extent applicable, all pstings must cmply with the Cmmissin s OASIS regulatins. 31 All pstings shall include the date f the mst recent update. The Chief Cmpliance Officer will see that the fllwing infrmatin is psted n the OASIS: (a) The names and addresses f all current Marketing and Energy Affiliates C.F.R (c). 18 C.F.R. Part C.F.R (b)(1). 11

12 (b) (c) (d) A cmplete and current list f facilities shared by the Transmissin Functin and Marketing and Energy Affiliates. 33 Cmpany rganizatinal chart(s). A cmprehensive rganizatinal chart r charts that shw(s) the rganizatinal structure f the parent crpratin with the relative psitin f Avista Crp. and its Marketing and Energy Affiliates. 34 Emplyee rganizatinal charts. Cmprehensive rganizatinal charts that shw the fllwing infrmatin fr all psitins f emplyment within Avista Crp., except clerical, maintenance and field psitins: (1) the business unit in which the emplyee is emplyed; (2) the jb title and descriptin; and (3) the chain f cmmand. Shared emplyees will be listed by business unit nly, an nt by individual name r title. When psting the business units, it must be clear which business units, if any, are shared with Energy r Marketing Affiliates. 35 (e) Shared emplyees engaged in transmissin functins. In the event that Avista Crp. requests and receives an exemptin frm the independent functining requirement under the Standards f Cnduct, it is required t pst the fllwing infrmatin fr any shared emplyee(s) wh are engaged in transmissin functins and marketing r sales functins, r wh are engaged in transmissin functins and emplyed by an Energy Affiliate: (1) the name f the business unit within the marketing r sales unit, r the Energy Affiliate; (2) the rganizatinal structure in which the emplyee is lcated; (3) the emplyee s name, jb title, and descriptin; and (4) the emplyee s psitin within the chain f cmmand f the Marketing r Energy Affiliate. 36 Avista Crp. has nt requested nr received any such exemptin frm the independent functining requirement under the Standards f Cnduct and therefre des nt currently pst under this requirement. (f) Merger infrmatin. Infrmatin cncerning ptential merger partners and their Marketing and Energy Affiliates are psted n the OASIS within seven days after the annuncement f the ptential merger C.F.R (b)(2). 18 C.F.R (b)(3)(i). 18 C.F.R (b)(3)(ii). 18 C.F.R (b)(3)(iii). 18 C.F.R (b)(3)(v). 12

13 (g) Emplyee transfers. Ntice f any emplyee transfers between the Avista Crp. Transmissin Functin and Avista Crp. s Marketing r Energy Affiliates is psted n the OASIS. Such ntice shall include the name f the transferring emplyee, the titles held while perfrming each functin, and the effective date f the transfer. Such ntice f an emplyee transfer shall remain n the Avista Crp. OASIS fr at least 90 days. 38 The Cmmissin des nt require psting f transfers between Energy and Marketing Affiliates. (h) Discunts. Any ffer f a discunt fr transmissin will be psted n the OASIS cntempraneus with the time that the ffer is cntractually binding, and such psting shall include: (1) the name f the custmer; (2) whether r nt the custmer is an affiliate; (3) the rate ffered; (4) the maximum rate; (5) the time perid fr which the discunt wuld apply; (6) the quantity f pwer r gas scheduled t be mved; (7) the delivery pints under the transactin; and (8) any cnditins r requirements applicable t the discunt. Any psting relating t a discunt must remain n the OASIS fr sixty days after the date f psting. 39 Avista Crp. des ffer prices fr services that are belw the ceiling price fr sme nn-firm services, but these prices are ffered n an pen, cntinual basis t all custmers pursuant t Avista Crp. s OATT. (i) (j) (k) Prhibited disclsures. Any infrmatin disclsed in vilatin f the Standards f Cnduct disclsure prhibitins, discussed in Sectin E(3), abve, will be psted immediately n the OASIS. 40 Reliability emergencies. In the event that Avista Crp. is required t deviate frm the Standards f Cnduct pursuant t a reliability emergency, a reprt detailing the circumstances and actins taken is psted n the OASIS within 24 hurs f the ccurrence. In additin, the Chief Cmpliance Officer will see that Avista Crp. reprts any such event t the Cmmissin in an EY dcket within 24 hurs f the ccurrence. 41 Discretinary actin lg. The circumstances surrunding, and details relating t, any and all discretinary actin taken under Avista Crp. s OATT will be psted within 24 hurs f any such discretinary actin C.F.R (c). 18 C.F.R (d). 18 C.F.R (b)(3). 18 C.F.R (a)(2). 18 C.F.R (c)(4). 13

14 (l) (m) Cnsent t sharing f custmer infrmatin. Any written custmer cnsent t the sharing f nn-public infrmatin relating t that custmer, as discussed in Sectin E(3), abve, is psted n the OASIS, alng with a statement that Avista Crp. did nt prvide any preferences, either peratinal r rate-related, in exchange fr such cnsent. 43 Written prcedures. The current versin f these cmpliance prcedures is psted n the OASIS at all times. 44 (3) Prcedures ensuring timely updating. The Chief Cmpliance Officer versees the prcess that ensures the updating f all f the abve infrmatin within seven business days f any change, r within the time nted in the specific psting requirements discussed in Sectin G(2), immediately abve, if such time requirement is different than the general requirement that updates be made within seven business days. T ensure that all rganizatinal charts are updated within seven business days f any change, the Chief Cmpliance Officer cmmunicates n a weekly basis with the Human Resurces department and is infrmed f any change in the emplyment status f any Avista Crp. emplyee. Further, n a biweekly basis, the Human Resurces department sends the Chief Cmpliance Officer an Excel spreadsheet entitled Cmplement Reprt that indicates emplyee infrmatin fr all departments within Avista Crp. On a mnthly basis, each Cmplement Reprt is crss-referenced t the previus mnth s reprt t identify persnnel changes within each department. On a quarterly basis, the Transmissin Operatins Grup prints the rganizatinal charts and jb descriptins and sends them t each department within Avista Crp. t further ensure the accuracy f the psted rganizatinal charts and jb descriptins. (4) Maintenance f infrmatin relating t pstings. The Chief Cmpliance Officer will versee the maintenance f recrds f all psted rganizatinal charts and jb descriptins fr a perid f three years. H. Tariff Implementatin Whether affiliated r nt, all transmissin custmers must be treated n a nndiscriminatry basis. (1) Avista Crp. strictly enfrces all OATT prvisins relating t the sale r purchase f transmissin service. 45 (2) T the extent the Avista Crp. OATT permits any discretinary actin, such discretinary actin is taken in a fair and impartial manner C.F.R (b)(4). 18 C.F.R (e)(3). 18 C.F.R (c)(1). 18 C.F.R (c)(2). 14

15 (3) Avista Crp. prcesses all similar requests fr transmissin in the same manner and within the same perid f time. 47 I. Training (1) Initial emplyee training. On June 22 and 23, 2004, Avista Crp. s utside regulatry cunsel, Van Ness Feldman, P.C., cnducted detailed Standards f Cnduct training: Separate training sessins were held at Avista Crp. s headquarters fr the fllwing categries f fficers and emplyees: (1) fficers; (2) whlesale merchant persnnel; (3) Transmissin Functin emplyees; and (4) shared emplyees. Training fr Avista Energy s and Avista Turbine Pwer s emplyees was cnducted n June 23, 2004, at Avista Energy s ffices. All fficers and emplyees with access t transmissin infrmatin r infrmatin cncerning gas r electric purchases, sales r marketing functins were trained. 48 Avista Crp. has nt identified any member f the bard f directrs with access t transmissin infrmatin r infrmatin cncerning gas r electric purchases, sales r marketing functins. Nnetheless, the bard was briefed n the Standards f Cnduct at an August 12, 2004, bard meeting and was advised as t its bligatin t ensure that nne f its members act as cnduits fr passing transmissin infrmatin t Avista Crp. s Marketing and Energy Affiliates. In additin, each member f the bard received the Standards f Cnduct training materials discussed in Sectin I(3) belw. As f the date f this dcument, 572 f Avista Crp. s apprximately 1400 emplyees have been trained. Thus, all f the emplyees targeted fr training under the Cmmissin s regulatins have nw been trained. Ging frward, Avista Crp. s new emplyees with access t transmissin infrmatin r infrmatin cncerning gas r electric purchases, sales r marketing functins will receive cmprehensive training under the supervisin f the Chief Cmpliance Officer r utside regulatry cunsel. This training will be based upn detailed Standards f Cnduct training manuals discussed in Sectin I(3) f these prcedures, belw. In additin, emplyees transferring between business units may receive training at the C.F.R (c)(3). 18 C.F.R (e)(5). 15

16 time f transfer if the Chief Cmpliance Officer deems such training necessary. The Chief Cmpliance Officer maintains a tracking system t identify emplyees wh require training, whether as a result f being newly hired r transferring within the cmpany. Each affiliate will be respnsible fr cnducting its wn training. (2) Annual refresher training. Avista Crp. s emplyees wh have previusly received Standards f Cnduct training will receive annual refresher training. Such training will include a review f the Standards f Cnduct requirements as well as training relating t any updates r changes in the Standards f Cnduct that have taken place ver the curse f the year. (3) Training materials. Each emplyee attending Standards f Cnduct training receives a cpy f the Avista Crp. Standards f Cnduct Training Manual, which is ver 100 pages in length and includes a detailed breakdwn f the Standards f Cnduct requirements. This manual was prepared by Avista Crp. s utside regulatry cunsel, Van Ness Feldman, P.C., and will be updated peridically t reflect changes and clarificatins t the Standards f Cnduct requirements. Updated Standards f Cnduct infrmatin will als be available n Avista Crp. s intranet and Standards f Cnduct updates will be disseminated t emplyees by . (4) Signed certificatin. All emplyees receiving Standards f Cnduct training sign a statement certifying that they have been trained regarding the Cmmissin s Standards f Cnduct requirements. 49 (5) Maintenance f training recrds. The Chief Cmpliance Officer will maintain recrds f all training sessins held, including the date, time and list f attendees, and will make such recrds and the signed emplyee certificatins available fr Cmmissin inspectin upn request. (6) Written prcedures. These written prcedures will be updated as necessary, and the mst current versin f these written prcedures will be psted n Avista Crp. s OASIS at all times after September 22, Furthermre, these written prcedures will be distributed t all Avista Crp. emplyees that must be trained in accrdance with FERC s regulatins and will be available n the OASIS t cmpany persnnel via a link frm the cmpany s intranet site C.F.R (e)(5). 18 C.F.R (e)(3). 18 C.F.R (e)(4). 16

17 (7) The Chief Cmpliance Officer will als retain a file f all s r ther cmmunicatins circulating updates as well as thse addressing questins presented by emplyees. J. Chief Cmpliance Officer (1) Identificatin and cntact infrmatin. Avista Crp. s Chief Standards f Cnduct Cmpliance Officer is Marian Durkin. 52 Marian Durkin can be reached at: (509) r marian.durkin@avistacrp.cm (2) General duties and functins. In additin t answering emplyee questins and crdinating audits and investigatins with FERC Staff, the Chief Cmpliance Officer is respnsible fr ensuring: (a) that all fficers and directrs and emplyees with access t transmissin infrmatin r infrmatin cncerning gas r electric purchases, sales, r marketing functins receive Standards f Cnduct training. 53 that this same set f emplyees receives a cpy f the Standards f Cnduct and Avista Crp. s written Standards f Cnduct cmpliance prcedures. 54 that all emplyees receiving training sign a dcument certifying that they have been trained regarding the Standards f Cnduct requirements. 55 that recrds relating t training, including a lg f all training sessins held (list f attendees, wh led the training, etc.), and the certificatins nted immediately abve, are maintained. that the Standards f Cnduct training prgram includes peridic refresher training fr previusly trained emplyees. (b) that reprts are filed with FERC in the event that Avista Crp. deviates frm the Standards f Cnduct pursuant t a reliability emergency. 56 See G(2)(j) abve C.F.R (e)(6). 18 C.F.R (e)(5). 18 C.F.R (e)(4). 18 C.F.R (e)(5). 18 C.F.R (a)(2). 17

18 (c) (d) (e) (f) (g) that all infrmatin required t be psted pursuant t the Standards f Cnduct, which is listed and described in Sectin G, is timely psted and retained. that these written cmpliance prcedures are kept current and psted at all times n the OASIS. that a written lg detailing the circumstances and manner in which Avista Crp. exercised discretin under its OATT is maintained, and that pstings are made within 24 hurs f the discretinary act. 57 that the Off-OASIS Cmmunicatins Lgs discussed in Sectin E(4) abve is maintained. that peridic internal spt checks are cnducted within the crpratin t assure cmpliance with regulatry requirements. (3) Affiliates. Emplyees f Avista Crp. s affiliates shuld address their Standards f Cnduct questins t apprpriately designated persnnel within thse rganizatins C.F.R (c)(4). 18