I. PURPOSE

To set forth the cooperative’s policy regarding development and enforcement of a Code of Ethics to guide the ethical behavior of members of the Board of Directors, management and staff.

II. POLICY

It is the policy of the Board of Directors to expect the highest level of ethical behavior of its members and others employed or otherwise associated with the cooperative who are involved in carrying out the business operations and delivery of cooperative services and dealing with each other, consumer-members and the general public. In addition, the board will periodically update and restate its standards in a published Code of Ethics that shall be made available to all directors, employees and others with whom the cooperative has a business relationship.

III. EXPECTATIONS

      A.The cooperative’s standards of ethical behavior will be defined and communicated, generally, to deter wrongdoing and to promote:

1. Honest conduct, including the ethical handling of actual or apparent conflicts of interest between personal and cooperative business relationships.

2. Full, fair, accurate, timely and understandable disclosure in the cooperative’s periodic internal and external reports.

3. Compliance with applicable governmental rules and regulations.

4. Prompt internal reporting of code violations to persons identified in the code.

5. Accountability for adherence to the code.

     B.  Matters to be addressed in the Code of Ethics

The cooperative’s Code of Ethics will address the following matters:

1. A general statement of the cooperative’s business philosophy and position on respect, trust, integrity, honesty and other core ethical issues.

2. Legal requirements imposed by state or regulatory agencies.

3. Conflicts of interest including contractual relations involving the cooperative, gifts to board members or employees in consideration of business opportunities with the cooperative, outside activities which might impair the cooperative’s business or unauthorized use of cooperative property for personal purposes.

4. Confidential cooperative information.

5. Preparation of the cooperative’s annual report, press releases and other public disclosures to ensure they are accurate, complete and understandable.

6. Reporting of violations of the cooperative’s Code of Ethics will be facilitated by timely and fair processes under which management will investigate reports and protect employees or others who report apparent violations in good faith.

7. The mechanisms for holding board members and employees accountable for compliance with the Code of Ethics.

IV.  IMPLEMENTATION AND COMPLIANCE

Management shall be held accountable for development of a Code of Ethics for approval by this board and for its enforcement, as well as periodic reporting to this board regarding ethics-related matters and opportunities to improve the code and this policy.

A copy of the cooperative’s current Code of Ethics shall be attached hereto.

V.  BOARD ESTABLISHMENT OF POLICY

This policy was established by the Board of Directors at its meeting on October 25, 2004. Reviewed: February 21, 2011

Amended: April 15, 2019

Barry Electric Cooperative:  CODE OF ETHICS

PREAMBLE

Barry Electric Cooperative is committed to adhering to and demonstrating our values of fairness, integrity, accountability, responsibility and transparency in all our governing and business operating practices. These values are incorporated into our respective governing and operating and personnel policies. All directors and employees of Barry Electric Cooperative are expected to demonstrate our values by complying with our policies and practices when dealing with coworkers, members, suppliers, public bodies and all others having dealings with the cooperative. At any time, if a member, director or employee reasonably suspects that a Barry Electric Cooperative activity or action may be in violation of the law, policies or the intent of the Code of Ethics, they are encouraged to bring such to the immediate attention of Barry Electric Cooperative board and management and the cooperative’s legal counsel.

FAIRNESS

The cooperative’s directors, management and all other employees will seek to use fair and open practices and procedures and be truthful in all communications with members, each other, vendors and others.

• All directors and employees will balance a member’s right to know about information that is germane to them as a consumer and owner with an understanding that some information must be maintained as confidential in accordance with laws, policies and regulations to ensure employee and member privacy and security of the cooperative’s records and operations.

INTEGRITY AND ACCOUNTABILITY
The cooperative’s directors and employees will always seek to be fully open and honest in conducting business on behalf of the cooperative and when communicating with the public.

• Directors and employees are expected to uphold the values and policies of the cooperative and conduct themselves in a professional, courteous and ethical manner at all times.

• Directors and employees are expected to deal honestly with members, suppliers and all others with whom the cooperative has a working relationship.

• Initiating and/or accepting bribes, kickbacks, gifts above a nominal value or other forms of personal remuneration, as well as stealing, falsifying records or other criminal acts are prohibited

RESPONSIBILITY

All directors and employees are responsible for ensuring that the cooperative’s mission, goals, policies and plans are carried out with the intent of benefiting consumer-members’ interests in and services from the cooperative.

• All directors and employees are responsible for the accuracy of their work-related actions and for compliance with all cooperative policies, practices and procedures.

• All directors and employees will avoid conflicts of interest, real or perceived, and disclose any potential conflicts that could reasonably be deemed to influence their business judgment.

• Officers and staff who are charged with maintaining the cooperative’s financial records are responsible for ensuring that the cooperative complies with generally accepted accounting principles, maintaining a system of internal accounting practices controls and providing reasonable assurances that such information and records are properly retained and secured.

TRANSPARENCY

All directors and employees will be forthright and truthful when dealing with each other and when providing information about the cooperative that members are entitled to by:

• Responding within a reasonable time and courteous manner to questions and concerns of members and management.

Acknowledging unintentional mistakes and correcting them promptly and prominently. In doing so, they will be expected to clearly and completely explain corrective actions taken to rectify them.