Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Form 10-K Ugi Utilities, Inc. 69 286K
2: EX-3.2 Bylaws as Amended Through September 30, 2003 24 96K
3: EX-10.19 Ugi Utilities,Inc. Severance Plan for Exempt Emp. 19 63K
4: EX-10.21 Change of Control Agreement for Mr. Chaney 19 50K
5: EX-10.22 Form of Change of Control Agreement 18 46K
6: EX-12.1 Computation of Ratio of Earnings to Fixed Charges 1 8K
7: EX-12.2 Computation of Ratio of Earnings to Combined Fixed 1 8K
8: EX-14 Code of Ethics 7 28K
9: EX-23 Consent of Pricewaterhousecoopers LLP 1 6K
10: EX-31.1 Certification by the Chief Executive Officer 2 11K
11: EX-31.2 Certification by the Chief Financial Officer 2 11K
12: EX-32 Certification by CEO and CFO 1 8K
EX-14 — Code of Ethics
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EXHIBIT 14
CODE OF ETHICS
FOR
CHIEF EXECUTIVE OFFICER AND
SENIOR FINANCIAL OFFICERS
OF
UGI UTILITIES, INC.
Introduction
The reputation for integrity of UGI Utilities, Inc. (the "Company") is
a valuable asset that is vital to the Company's success. To enhance the
Company's ability to maintain its reputation for integrity, the Board of
Directors of the Company (the "Board") has adopted this Code of Ethics, which
applies to the Company's Chief Executive Officer (the "CEO"), Chief Financial
Officer and Principal Accounting Officer (together the "Senior Financial
Officers"). This Code of Ethics is designed to give the CEO and Senior Financial
Officers a broad understanding of the conduct that we expect from them to
protect and enhance our reputation for integrity.
Each employee of the Company is responsible for conducting his or her
duties in a manner that demonstrates a commitment to the highest standards of
integrity. This integrity is critical to ensure that the Company's business is
conducted in an honest and ethical manner and in compliance with the law. The
purpose of this Code is to focus the CEO and Senior Financial Officers on areas
of ethical risk, help them to recognize and deal with ethical issues, explain
the mechanisms available to them to report unethical conduct and foster a
culture of honesty and accountability.
Implementation and Oversight of This Code
The Board, acting through its Audit Committee, is ultimately
responsible for the implementation of this Code. The Board has designated the
Vice President and General Counsel to be the compliance officer (the "Compliance
Officer") for the implementation and administration of this Code. Statements in
this Code to the effect that certain actions may be taken only with the
"Company's approval" mean that the Audit Committee of the Board or the Board of
Directors acting through its independent members must give prior written
approval before the proposed action may be undertaken. You should feel free to
direct questions to the Compliance Officer.
You should read this Code in conjunction with the Company's Code of
Business Conduct and Ethics for Directors, Officers and Employees. For
simplicity sake, we will refer to both codes together as the "Code." We will ask
you to certify on an annual basis that you are in compliance with the Code.
Requests for Waiver of Any Provision of this Code
You must submit any requests for a waiver of any provision of this Code
in writing to the Compliance Officer for review. Only the independent members of
the Board or the Audit Committee of the Board have the authority to waive any
provision of this Code. If a waiver of any provision of this Code is granted to
you, the Company must publicly disclose the nature of the granted waiver,
including any implicit waiver, your name, the date of the waiver and any other
disclosures as and to the extent required by any SEC rule or applicable stock
exchange listing standard.
Compliance with Law and Regulations
A variety of laws apply to the Company and its operations, and some
laws carry criminal penalties. These laws include, but are not limited to,
federal environmental, securities, antitrust and occupational safety laws, and
federal and state laws governing the Company's status as a public company.
Examples of criminal violations of the law include making false or misleading
disclosures in documents filed with the Securities and Exchange Commission (the
"SEC"); trading on inside information; stealing, embezzling or misapplying the
Company's funds; making a payment for an expressed purpose on the Company's
behalf to an individual who intends to use it for a different purpose; or making
payments, whether from your funds or the Company's funds, of cash or other items
of value that are intended improperly to influence the judgment or actions of
political candidates, government officials or businesspersons in connection with
any of the Company's activities. The Company will investigate, address and
report, as appropriate, violations of law. It is your responsibility to comply
with the laws, rules and regulations applicable to you personally as a senior
executive of the Company. You cannot delegate that responsibility to another
person or to the Company.
Avoiding Actual, Potential or Apparent Conflicts of Interest
The Company requires you to conduct your outside associations and
personal business, financial and other relationships in a manner that will avoid
any actual, potential or apparent conflict of interest between you and the
Company. The term "outside association" refers to any affiliation, association,
interest or employment that you have with an entity other than with the Company.
It is impractical to set forth rules that cover all situations in which a
conflict of interest may arise. The basic factor in all conflict of interest
situations is, however, the division of loyalty or the appearance of a division
of loyalty, between the Company's best interests and your interests. Guidelines
with respect to several of the more sensitive areas in which actual, potential
or apparent conflicts of interest are likely to occur are set forth below. We
emphasize, however, that the following is not an exhaustive list of problem
areas, but rather a guide in applying the Company's basic conflict of interest
policy to any situation.
Business Relationships
You may have a conflict of interest if you, a member of your immediate
family or your business or financial partner owns or has a substantial direct or
indirect investment in an entity with which the Company has or is likely to have
a business relationship or with which the Company competes. Investments in small
amounts of the stocks or bonds of a publicly held company should not alone give
rise to any conflict of interest. The question of when an investment may become
so substantial as to possibly affect or appear to affect your judgment is
largely dependent on the particular circumstances and must be considered on a
case-by-case basis.
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A conflict of interest may also arise when you, a member of your
immediate family or your business or financial partner holds a position as
director, officer, employee or partner of or consultant, broker, finder or
intermediary with an entity with which the Company has or is likely to have a
business relationship or with which the Company competes or is likely to
compete. In addition, a conflict of interest may arise if you, a member of your
immediate family or your business or financial partner incurs significant
indebtedness to an entity whose business may be affected by your actions on
behalf of the Company.
Any associations, interests and business or financial relationships
that you have that might cause you to act in ways that are not in the best
interests of the Company, or that create the appearance of divided loyalties,
will be permitted only with the Company's approval. In some circumstances, a
relationship will only be permitted if the proposed transaction is competitive
and/or fairly bargained for. Notwithstanding the foregoing, a transaction
between the Company and any of your outside associations will be permitted if it
is first reported, reviewed and approved in the manner prescribed by the Board
or Audit Committee and set forth below.
Acceptance of Gifts
You may not, without the Company's approval, accept, either directly or
indirectly, gifts, favors, entertainment or anything else of more than nominal
value from persons or entities with which the Company has or is likely to have a
business relationship. Payment of expenses for attendance at appropriate
business meals and conferences will not ordinarily be considered the receipt of
a gratuity under this section. (The Company's Code of Business Conduct and
Ethics for Directors, Officers and Employees provides some examples of other
permissible gifts and should be consulted for a discussion on this subject.)
Outside Activities/Employment
Unless expressly authorized by the Company, any outside association,
including activities with other entities, should not encroach on the time and
attention you are expected to devote to your Company duties and
responsibilities, adversely affect the quality or quantity of your work product
for the Company or entail your use of any Company assets, including its real and
personal property, or imply (without the Company's approval) the Company's
sponsorship or support. In addition, under no circumstances are you permitted to
compete with the Company or take for yourself, your family members or any
business or financial partner any business or financial opportunity belonging to
the Company that you discover or that is made available to you by virtue of your
position with the Company.
Civic/Political Activities
The Company supports your participation in civic, charitable and
political activities so long as such participation does not encroach on the time
and attention that you are expected to devote to Company duties and
responsibilities. Unless the Company expressly sanctions the activity, you are
to conduct any such activities in a manner that does not involve the Company or
its assets or create an appearance of Company involvement or endorsement.
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Reporting Procedure
You must report promptly to the Compliance Officer the existence of any
outside association, interest, relationship or activity, as it arises, that
actually, potentially or apparently involves a conflict of interest. Failure to
report such relationships, activities and interests will be a ground for
disciplinary action. The Compliance Officer will notify the Board or Audit
Committee of any actual, potential or apparent conflict of interest. You must
cooperate fully in the review process by providing all information that the
Compliance Officer or the Audit Committee deems necessary to its review.
You must sign annually a statement reflecting your continuing awareness
and understanding of this Code, including its conflicts of interest policy. At
the same time, you must report either the absence or presence of actual,
potential or apparent conflicts of interest, including such conflicts involving
others within the Company of which you are aware.
All interests, relationships or participation in transactions disclosed
by any employee in accordance with this policy shall be held in confidence
unless disclosure is required by law or applicable listing standards or is in
the best interests of the Company.
Resolution of Conflicts
In all cases, actual, potential or apparent conflicts of interest must
be handled in an ethical manner; in particular, they must be fully disclosed and
considered prior to being resolved. The Compliance Officer or, where
appropriate, the Audit Committee will handle all questions of actual, potential
or apparent conflicts of interest that involve you. Actual, potential or
apparent conflicts of interest may be approached in the following ways, among
others:
- In the case of an offer of a gift, the appropriate resolution may be
for you to accept or reject the gift.
- Where the nature of the conflict of interest is such that you are
unable to disclose the details thereof without breaching other
confidences, you may, upon notice to the Audit Committee, remove
yourself from all meetings, discussions and actions at which such
conflict of interest is considered.
- Where you can disclose the details of the conflict of interest, the
Audit Committee may determine the proper action on its own or in
consultation with the Board.
- Any outside association, interest, relationship or participation in a
transaction that is fully disclosed in writing to, and is approved in
writing by, the Audit Committee or the Board shall not be deemed to
involve a conflict of interest for purposes of this Code.
- When it is concluded that there is an actual, apparent or potential
conflict of interest, the Audit Committee or the Board may suspend you
from all or some of your duties or
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require you to perform other duties with the Company for such period of
time as is deemed appropriate or may request that you resign from your
position with the Company.
- In the event that the conflict of interest involves an outside
association, the Company may permanently cease doing business with the
association.
Full, Fair, Accurate and Timely Disclosures by the Company to the Public
Because you participate, directly or indirectly, in the preparation of
the financial and other disclosures that the Company makes to the public,
including disclosures in its filings with the SEC or by press releases, you
must, in addition to complying with all applicable laws, rules and regulations,
follow these guidelines:
- Ensure full, fair, timely, accurate and understandable disclosure in
the Company's filings with the SEC to the best of your ability.
- Through leadership, including communication, make sure that employees
of the Company understand the Company's obligations to the public and
under the law with respect to its disclosures.
- Encourage employees to raise questions and concerns regarding the
Company's public disclosures and ensure that such questions and
concerns are appropriately addressed.
- Provide the Company's directors, employees, consultants and advisors
involved in the preparation of the Company's disclosures to the public
with information that is accurate, complete, objective, relevant,
timely and understandable.
- Act in good faith, responsibly, and with due care, competence and
diligence, without misrepresenting material facts or allowing your
independent judgment to be compromised by others.
- Ensure that the recording of entries in the Company's books and records
is accurate to the best of your knowledge.
- Comply with the Company's disclosure controls and procedures and
internal controls and procedures for financial reporting.
Prompt Internal Reporting of Violations of This Code
If you violate or think you have violated any provision of this Code,
or if you observe, learn of, or, in good faith, suspect that another person
subject to this Code has violated any of its provisions, you must immediately
report the actual or suspected violation to the Compliance Officer who will
promptly notify the Chairman of the Audit Committee of the Board of such
violation. If you report an actual or suspected violation in good faith, the
Company may not
5
subject you to retaliation of any kind. A violation of the requirement to report
violations or to cooperate in a Code investigation may result in disciplinary
action.
Accountability for Complying With This Code
Reported violations of this Code will be investigated and addressed
promptly and the identity of the reporting person treated confidentially to the
extent possible. We strive to impose discipline for each Code violation that
fits the nature and particular facts of the violation. We generally will issue
warnings or letters of reprimand for less significant, first-time violations.
Violations of a more serious nature may result in suspension without pay,
demotion, loss or reduction of bonus or option awards, or any combination of
such disciplinary violations. Termination of employment generally is reserved
for violations amounting to a breach of trust, such as fraud or theft, or for
cases where a person has engaged in multiple violations.
The SEC treats violations of the Code that go unaddressed as implicit
waivers of the Code. Accordingly, any violation that is discovered and not
addressed will have to be disclosed in accordance with the rules and regulations
of the SEC or applicable stock exchange listing standards. In such cases, the
SEC's rules currently require disclosure of the nature of any violation, the
date of the violation and the name of the person who committed the violation.
Such disclosure could be harmful to the Company. Moreover, depending on the
nature of the violation, the violator may be dismissed or her or his duties and
responsibilities with the Company changed significantly.
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