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Code of Ethics for Senior Financial Officers
This Code of Ethics for Senior Financial Officers (this "Code") applies to the Chief Executive Officer, Chief Financial Officer and Controller (or persons performing similar functions; collectively, the “Senior Financial Officers” of each of: Eversource Energy; The Connecticut Light and Power Company; NSTAR Electric Company; and Public Service Company of New Hampshire, and any other subsidiary of Eversource Energy that becomes a registrant under the Securities Exchange Act of 1934, as amended, from time to time (each, a “Company” and collectively, the “Companies”). For purposes of this Code, “Board” means, with respect to each Company, the Board of Trustees or Board of Directors, as applicable.
The purpose of this Code is to promote honest and ethical conduct, compliance with applicable laws, rules, and regulations, and the integrity of the Companies’ financial reporting and public disclosures, consistent with Section 406 of the Sarbanes-Oxley Act of 2002 and Item 406 of Regulation S-K.
This Code supplements the Eversource Energy Code of Business Conduct, which applies to all employees. In the event of any conflict between this Code and any other Company policy, the more restrictive requirement shall apply.
1. Honest and ethical conduct; conflicts of interest
Senior Financial Officers must act honestly and ethically at all times, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships. Senior Financial Officers must promptly disclose any actual or apparent conflict of interest to the General Counsel and the Chair of the Audit Committee of the Board so that the applicable Company can evaluate the situation and determine appropriate safeguards or actions.
2. Financial reporting, disclosure and internal controls
Senior Financial Officers are responsible for promoting full, fair, accurate, timely, and understandable disclosure in reports and documents filed with, or submitted to, the Securities and Exchange Commission and in other public communications.
Senior Financial Officers shall maintain and support effective disclosure controls and procedures and internal control over financial reporting, shall review periodic reports prior to filing to ensure their accuracy and completeness, and must promptly report any concerns regarding material weaknesses or significant deficiencies in disclosure controls or internal controls relating to financial reporting, and any fraud (whether or not material) involving persons with a role in financial reporting or internal controls.
3. Compliance with laws and insider trading
Senior Financial Officers must comply with all applicable federal, state, and local laws, rules, and regulations, including laws relating to insider trading and securities disclosures, and must comply with the Eversource Energy Insider Trading Policy, as amended from time to time.
4. Reporting of violations and non-retaliation
Senior Financial Officers shall promptly report any known or suspected violations of this Code, applicable laws, or the applicable Company’s policies to the Vice President of Internal Audit, the General Counsel and the Chair of the Audit Committee of the Board of Trustees. Reports may also be made through the established confidential and anonymous Eversource Compliance Hotline. The Companies prohibit retaliation against any person who, in good faith, reports a concern, suspected misconduct or a potential violation of this Code, or who participates in an investigation.
5. Accountability
Senior Financial Officers are accountable for adherence to this Code. Violations may result in disciplinary action, up to and including termination of employment, consistent with applicable law and the applicable Company’s policies.
6. Waivers and amendments
Any waiver of this Code for a Senior Financial Officer must be approved by the Board of the Company granting the waiver and the Chair of the Audit Committee of the Board of Trustees. Any amendment to this code must be approved by the Board of each Company to which this Code applies. Any such waiver or amendment will be promptly disclosed as required by applicable law, including Item 5.05 of Form 8-K and Item 406 of Regulation S-K.
7. Administration
This Code shall be administered by the Audit Committee of the Board, with the assistance of the General Counsel.
8. Website disclosure election
Each entity to which this Code applies intends to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding any amendment to, or waiver from, this Code by posting such information on Eversource Energy’s Internet website, in accordance with Item 406(d) of Regulation S-K.