Code of Conduct: The Power of Integrity
On July 20, 2021, the Board of Directors of FirstEnergy Corp. (the “Company”) approved and adopted a new Code of Conduct (the “Code of Conduct”), entitled “The Power of Integrity," which became effective immediately. The Code is applicable to all Directors, Officers, employees, contractors and temporary workers of the Company, including the Company’s principal executive officer, principal financial officer and principal accounting officer. The new Code of Conduct promotes and emphasizes FirstEnergy’s commitment to compliance and ethics, fosters a “speak up” culture in which stakeholders are encouraged to report actual or suspected Code of Conduct violations without fear of retaliation, improves readability, and promotes understanding of compliance commitments and expectations. Adoption of the Code of Conduct did not result in any explicit or implicit waiver of any provision of the Code of Conduct.
Policies and Reports
The results of candidate elections and ballot initiatives and their impact on public policy can have a profound effect on FirstEnergy and its stakeholders. FirstEnergy believes it has a responsibility to its shareholders, customers and employees to participate in the political process and, where appropriate and legally permissible, to make contributions in connection with elections for public office and expenditures in connection with non-candidate state and local ballot initiatives such as referendums and constitutional amendments.
FirstEnergy has decision-making and oversight processes in place for political contributions and expenditures to ensure such contributions or expenditures are legally permissible and in the best interests of FirstEnergy. Accordingly, this policy describes the criteria for certain political contributions and ballot initiative expenditures made with corporate funds and the process for approving such contributions and expenditures.
This policy governs legally permissible corporate political contributions and grassroots lobbying communications, including contributions to candidate campaigns and to entities operating under Section 527 of the Internal Revenue Code, and expenditures for non-candidate state and local ballot initiatives.
Corporate Political Participation – Overview
Under federal law, there are limits on a corporation’s ability to give direct corporate contributions to federal candidates and national political parties. Accordingly, FirstEnergy does not contribute corporate funds directly to federal political candidates or parties.
Each state has different laws, rules and regulations governing political contributions in state and local elections. Any corporate political contributions by FirstEnergy are made in accordance with applicable laws, rules and regulations.
Our contribution decisions are based on what is in the best interests of FirstEnergy and not based on the personal preferences of our executives.
Industry Groups, Trade Associations and Related Organizations
In certain circumstances, where permitted by law, and with the approval of our External Affairs Department, FirstEnergy may use corporate funds for the payment of dues and/or contributions to section 527 organizations (tax exempt organizations that engage in political activities), section 501(c)(4) organizations and trade associations that may use a portion of such dues for political and lobbying activities.
Corporate Political Participation – Process and Criteria
Any request for a FirstEnergy political contribution and grassroots lobbying communications, including contributions to an entity operating under Section 527 of the Internal Revenue Code or an expenditure for a non-candidate state and local ballot initiative, shall be submitted to the External Affairs Department for review and approval. The External Affairs Department will review the request to confirm that the proposed contribution or expenditure is in the best interests of FirstEnergy and, working with the FirstEnergy Legal Department, confirm that any contribution or expenditure we consider complies with applicable election laws, rules and regulations.
The External Affairs Department will keep accurate records of any corporate political contributions and take actions to ensure that where required, complete and accurate disclosures to government entities are made.
FirstEnergy and our lobbyists are required to file reports with the U.S. Congress and state agencies on a regular basis disclosing information about their lobbying activities. The reports are available for review on the websites of the U.S. House of Representatives and the U.S. Senate, as noted below.
- FirstEnergy maintains and files Lobbying Disclosure Act Registration and Reports (Form LD-2) with the U.S. Congress. These reports detail the particular bills and issues on which individual lobbyists engaged, as well as the total lobbying expenses incurred. These reports may be found at: http://www.senate.gov/legislative/Public_Disclosure/LDA_reports.htm
- FirstEnergy and its registered federal lobbyists must also file semi-annual reports detailing, among other things, disbursements and personal and/or direct contributions to federal candidates. These forms (LD-203) may be found at: http://www.senate.gov/legislative/Public_Disclosure/LDA_reports.htm
In many cases, State reports, if required, are also made available for review on the applicable state agency website.
Political Action Committee
FirstEnergy encourages its employees to be active members of their communities. Along with participation in civic, charitable and volunteer activities, this includes participation in the political process. All eligible employees may make voluntary contributions to FirstEnergy’s Political Action Committee (FE PAC). The FE PAC is directed by a board of employees which makes and approves all decisions regarding the FE PAC’s political contributions budget.
FE PAC contributions are publicly disclosed as required on the website of the Federal Election Commission at http://www.fec.gov/.
Pursuant to FirstEnergy’s obligations in Section 5(D) (“Transparency in Corporate Contributions”) of the Deferred Prosecution Agreement filed on July 22, 2021, in United States v. FirstEnergy Corp., Case No. 1:21cr00086 (SDOH), below are lists of payments made by FirstEnergy to entities incorporated under 26 U.S.C. § 501(c)(4), and to entities known by FirstEnergy to be operating for the benefit of a public official, either directly or indirectly for time periods beginning January 1, 2021.
Payments made between January 1, 2021 - June 30, 2021:
Date Paid Organization Name Organization Address Amount Purpose 1/11/2021 Midwest Renewable Energy Tracking System Inc Lockbox 446023 PO Box 64079 Saint Paul MN 55164 $2,200.00 Subscription for services 1/20/2021-1/25/2021 Association of Certified Fraud Examiners Northeast Ohio Chapter PO Box 14715 Cleveland, OH 44114 $30.00 Membership dues 1/20/2021-3/19/2021 Association of Certified Fraud Examiners Northeast Ohio Chapter PO Box 14715 Cleveland, OH 44114 $135.00 Training 1/25/2021 National Association of Regulatory Utility Commissioners (NARUC) 1101 Vermont Avenue, NW, Suite 200, Washington, DC 20005 $3,950.00 NARUC Winter Summit registration for employee attendance 1/15/2021-6/14/2021 Midcontinent Independent System Operator, Inc. 720 City Center Dr, Carmel, IN 46032 $2,097,947.11
Payments for legacy MISO Transmission Expansion Plan (MTEP) project costs that were allocated to a FirstEnergy subsidiary, as mandated by FERC 2/2/2021 Rotary Club of Youngstown 201 E Commerce St. Suite 450 Youngstown Oh $475.00 Membership dues 3/1/2021-6/11/2021 Resolute Strategies, LLC 331 Knoll Top Lane Haddonfield, NJ 08033 $67,500.00 Regulatory and public affairs consulting 3/16/2021 Three Rivers Pollution Response Council Inc. Westmoreland City PA 15692 $1,000.00* Membership dues 3/31/2021 Potomac Edison Forerunners 22009 Mohawk Drive Smithsburg, MD 21783 $1,100.00 Employee club membership dues 5/1/2021 Lumberport Volunteer Fire Department PO Box 33, Lumberport, WV 26386 $1,000.00 Donation to local fire department 5/15/2021 I-79 Technology Park Association 1000 Technology Drive Suite 3000 Fairmont, WV 26554 $2,379.50 Building association fee for a FirstEnergy facility 5/24/2021 Minardi Public Affairs LLC 1526 Bedford Rd, Charleston, WV 25314 $12,000.00 Government relations and legislative consulting services 6/9/2021 Londonderry Fire Co. 2655 Foxianna Road
Middletown, PA 17057
$1,265.00 Donation to local fire department 6/9/2021 Lower Swatara Volunteer Fire Department 1350 Fulling Mill Road
Middletown, PA 17057
$23,052.50 Donation to local fire department
Payments made between July 1, 2021 - September 30, 2021:
Date Paid Organization Name Organization Address Amount Purpose 7/15/2021-9/15/2021 Midcontinent Independent System Operator, Inc. 720 City Center Dr, Carmel, IN 46032 $1,060,845.33 Payments for legacy MISO Transmission Expansion Plan (MTEP) project costs that were allocated to a FirstEnergy subsidiary, as mandated by FERC 7/14/2021 Greater Berks Development Fund 606 Court Street, Reading, PA 19603 $3,578.10 Purchase of a property to be used for the construction of a new area substation in Reading, PA 7/26/2021 Toledo Rotary Club 101 N. Summit St.#436, Toledo, OH 43604 $550.00 Membership dues 8/27/2021 New Wilmington Rotary Club 132 Shenago Rd., New Castle, PA 16105 $30.00 Rotary event 9/2/2021-9/27/2021 Minardi Public Affairs LLC 1526 Bedford Rd, Charleston, WV 25314 $21,000.00 Government relations and legislative consulting services 9/23/2021 Resolute Strategies, LLC 331 Knoll Top Lane Haddonfield, NJ 08033 $22,500.00 Regulatory and public affairs consulting
Information about FirstEnergy’s subsequent Corporate Contributions, if any, will be updated here on a quarterly basis going forward.
Corporate Responsibility Website
FirstEnergy's Corporate Responsiblity Website
At FirstEnergy, corporate responsibility is about staying true to our mission, core values and commitment to integrity. It’s about understanding the impact our company can make in the world around us and choosing to do what is right and good with that opportunity. For us, that means pursuing initiatives and goals that align with our foundational principles and positively impacting all of our stakeholders. We are proud of the steps we’ve taken to demonstrate our commitment to corporate responsibility, and we look forward to continuously refining our approach and improving our performance on environmental, social and governance (ESG) matters.