Corporate Opportunities

Members and directors are prohibited from taking for themselves personally, opportunities that are discovered through the use of corporate property, information, or position without the consent of the Board of Directors. No employee may use corporate property, information, or position for improper personal gain and no employee may compete with OGE directly or indirectly. Members and directors owe a duty to OGE to advance its legitimate interests when the opportunity to do so arises.

Conflicts of Interest

A “conflict of interest” exists when a person’s private interest interferes in any way with the interests of OGE. A conflict situation can arise when an employee or director takes actions or has interests that may make it difficult to perform his or her OGE work objectively and effectively. Conflicts of interest may arise when an employee or director or members of his or her immediate family receives improper personal benefits as a result of his or her position in OGE. Loans to or guarantees of obligations of employees and members of their immediate family may create conflicts of interest. Your "immediate family" includes all of your relatives (not more remote than first cousin) and those of your spouse.

Members have the duty to avoid financial, business or other relationships that might cause a conflict of interest with the performance of their duties. You should conduct yourself in a manner that avoids even the appearance of conflict between personal interests and those of OGE. Potential conflicts can involve customers, suppliers, present or prospective employees, shareholders or members of the communities in which we live and work. Even if you are the most conscientious person, a conflicting interest may influence you and the mere existence of that interest may cause the propriety of your acts to be questioned.

The following standards provide guidance for avoiding actual or potential conflicts of interest:

• *Members shall not authorize business with any firm in which they, or a member of their immediate families, have a direct or indirect interest. Members must notify their supervisors if this situation arises.
• *Members shall maintain impartial relationships with actual and potential vendors and contractors. They shall avoid exerting, or appearing to exert, influence on behalf of those with whom OGE does business because of friendship or any other relationship.
• *When serving as a director or member of an outside organization or serving in public office members shall abstain from any discussion or voting affecting OGE and make it clear why they are abstaining.
• *Members shall not direct a customer to a particular vendor or contractor.

Members are required to inform their supervisors immediately before taking action if they have, or know of, a situation involving an actual or potential conflict of interest. If a conflict is found to exist, the matter will be discussed with the employee and the following options will be considered: (1) employee will be asked to end the activity that caused the conflict, (2) realignment of job responsibilities or assignment, or (3) if (1) & (2) are not possible, employment will be terminated.

Gifts and Invitations

The purpose of business entertainment and gifts in a commercial setting is to create goodwill and sound working relationships, not to gain unfair advantage with customers. As a general rule, you should avoid accepting a gift or invitation that could place you in a position of being obligated to a person or company with whom OGE does business.

Deciding whether to offer, accept or decline gifts and invitations requires sound judgment. If a gift might influence your professional judgment, you should not accept it. Gifts could include awards, pleasure trips, services, payments, refunds, rebates, special discounts, excessive entertainment or privileges, and loans that are not from lending institutions at prevailing interest rates.

You may offer or accept gifts, entertainment, meals or social invitations that are part of generally accepted business practices. Under certain circumstances, OGE may require the reporting of gifts over a specified value.

If there is any doubt about whether a particular gift or invitation can be offered or accepted, the matter should be discussed with your supervisor or OGE’s Ethics Officer.

SALES PRACTICES

OGE will compete in the marketplace based on the merits of its products and services. Legal and ethical considerations dictate that marketing activities be conducted fairly and honestly. Marketing and selling activities should be predicated upon the superiority of the products and services that OGE has to offer. In making comparisons to competitors, care must be taken to avoid disparaging a competitor through inaccurate statements. In addition, our credibility with our customers depends on our ability to fulfill our commitments. We must not make promises unless we are reasonably confident that we will be able to keep them. All sales and promotional efforts must be free from intentional misrepresentation. If unforeseen circumstances make it impossible to meet a commitment, we will let our customer know as soon as possible.

Protecting OGE Assets

Members are responsible for the proper safeguarding and authorized use of any OGE asset in carrying out their job duties and assignments. OGE assets include physical assets such as buildings, vehicles, office equipment, telephones, tools, material, supplies, computers and similar assets, as well as intangible assets such as computer software and databases, proprietary information and intellectual property, such as patents, copyrights and trademarks and trade secrets. It also includes the assets of others for which OGE is responsible, such as equipment, proprietary information and reports, or computer programs that are leased or loaned to OGE.

Computer hardware, software and data stored electronically must be adequately safeguarded against damage, loss, alteration, theft or unauthorized access. Each of us is responsible for the protection and confidentiality of our computer passwords and other personal system and network access information. Members should not divulge their passwords to anyone.

Electronic and telephone communication systems are provided to members to enhance their ability to perform their jobs. These systems include but are not limited to e-mail, voice mail, personal pagers, telephones, facsimiles (FAX), world wide web (WWW), and desk top Internet access.

Communications made through use of OGE equipment and applications are not members' personal property and are not private. By making use of OGE computer and communication assets, members are consenting to have that use monitored by authorized OGE representatives at their discretion. In addition, all messages must be appropriate for a business environment and should comply with OGE’s Code of Ethics and/or policies and procedures, as well as with applicable laws and regulations of federal and state authorities having jurisdiction over the transmissions.

Outside Employment

Members should avoid engaging in any outside employment that has any of the following consequences: 1) produces adverse public and/or business relations, 2) impairs the employee's ability to perform his or her job duties satisfactorily, 3) places the employee in competition with OGE, 4) constitutes employment by a competitor or 5) jeopardizes arms-length relationships with suppliers or customers.

Accuracy of OGE Records

Accurate and complete records are critical in meeting OGE’s financial, legal and management obligations, as well as fulfilling our obligations to customers, suppliers, shareowners, members, governmental agencies and others. It is extremely important that OGE’s accounting, financial, and other systems provide accurate and timely reporting of transactions involving OGE assets. No false, misleading or artificial entries may be made on books and records - no funds or assets shall be maintained by OGE for any illegal or improper purpose.

OGE records include such routine documents as employee and payroll records, time sheets, expense records, test reports, bills, vouchers, measurement performance and production records. Members who prepare any information must be diligent in assuring its accuracy.

The integrity of OGE’s financial reporting process is vital. Reliance on our financial information by shareholders, regulators, lending institutions and others requires a commitment from each employee to comply with OGE standards of financial reporting. Each employee records or reports information in the course of their work. For example, you complete expense reports, time sheets, medical claim forms, reports to regulatory agencies, reports of customer contacts and personnel reviews.

All business and financial transactions must be reported in accordance with generally accepted accounting principles and with OGE’s internal control procedures. No member should rationalize or even consider misrepresenting facts or falsifying records. It will not be tolerated and will result in disciplinary action.

OGE’s records management program involves keeping and protecting confidential and vital information to provide us with the ability to respond to internal and external inquiries in a timely manner. It is important to remember that effective records management means retaining only information that is required and disposing of records and copies that no longer meet any compliance or business requirements, including drafts of documents that have become finalized. Each of us needs to make sure that the records for which we have responsibility are kept in compliance with OGE's records management program.