Republic of the Philippines ENERGY REGULATORY COMMISSION ‘San Miguel Avenue, Pasig City RESOLUTION NO. _31_, Series of 2006 A RESOLUTION ADOPTING THE CODE OF CONDUCT FOR COMPETITIVE RETAIL MARKET PARTICIPANTS, WHEREAS, pursuant to Sections 43(t) and 45 of Republic Act 9136, otherwise known as the Electric Power Industry Reform Act of 200] (EPIRA), the Commission was mandated to promulgate rules and regulations, and perform regulatory functions appropriate and necessary in order to ensure the successful restructuring and modernization of the electric power industry: WHEREAS, Section 3(¢){iv) Rule 10 of the Implementing Rules and Regulations IRR) of the EPIRA empowers the Commission to promulgate rules and regulations to govern the conduct of Electric Power Industry Participamts, WHEREAS, to promote consumer confidence in the retail electricity industry and to protect consumers against discriminatory access to regulated services, the Commission proposed a set of rules known as the “Code of Conduct for Competitive Retail Market Participants”, WHEREAS, the Code of Conduct establishes the rules prescribing the responsibilities and conduct of retail market participants in a competitive environment, WHEREAS, on November 15, 2005 and May 25, 2006, the Commission conducted public consultations for the adoption of the proposed Code of Conduct; WHEREAS, in accordance with the aforesaid provision and afer 2 careful consideration of the various views and comments submitted by interested parties, the Commission deems it appropriate to adopt the Code of Conduct for Competitive Retail Market Participants;NOW THEREFORE, the Commission, afier thorough and due deliberation, hereby RESOLVES, as it is hereby RESOLVED, to APPROVE and ADOPT. the “Code of Conduct for Competitive Retail Market Participants” herein attached as ANNEX “A” and made an integral part of this Resolution. ‘This Resolution shall take effect fifteen (15) days following its publication in a newspaper of general circulation in the country Pasig City, June 7, 2006. RODOLFO B. AIBANO, JR. VER B. BUTALID JESUSN, ALCORDO- Commissioner Commissioner xemey 6 DLs RAQF A. TAN CALGANDROZ. BARIN Commissioner Commissioner Reason No, 77, sens of 2006Annex & Republic of the Philippines ENERGY REGULATORY COMMISSION ‘San Miguel Avenue, Pasig City CODE OF CONDUCT FOR COMPETITIVE RETAIL MARKET PARTICIPANTS. Pursuant to Sections 43(t) and 45, otherwise known as the Electric Power Industry Reform Act of 2001 (EPIRA) and Section 3(c)(iv) Rule 10 of its Implementing Rules and Regulations (IRR), the Energy Regulatory Commission (ERC) hereby adopts and promulgates the following Code of Conduct for Competitive Retail Market Participants. ARTICLE| GENERAL PROVISIONS Section 1. Objectives This Code of Conduct is adopted for the following purposes: a) To protect Customers and promote consumer confidence in the retail electricity industry through the establishment of standards of behavior for marketing electricity; b) To promote honesty, faimess and transparency in the disclosure of information to Customers; and ©) To ensure that there would be non-discriminatory access to regulated services and no preferential treatment by @ Distribution Utility (DU) of its Local and Affifated Retail Electricity Supplier (RES) in marketing and providing electricity services in the DU's franchise area. Section 2. Scope This Code shall apply to: a) Retail Electricity Suppliers (RES); ) Local Retail Electricity Suppliers (Local RES); 6) Distribution Utilities (DUs); © é Page 1 of 21_ 4) Entities duly authorized to operate within the Economic Zones; and e) The Contestable Market Together, the above-mentioned parties are collectively referred hereto as the Competitive Retail Market Participants. Section 3, Definition of Terms In this Code, unless otherwise provided, the following terms have their respective meaning: Act Republic Act No. 9136, otherwise known as the “Electric Power Industry Reform Act of 2001" Advertising ‘Act of making the general public aware and informed of one’s products and/or services, which includes sales promotion (may be through print, radio, television, telephone, direct mail, electronic media or the internet) ‘for the purpose of encouraging Customers to enter, or consider entering, into @ contract for the purchase of electricity. Affiliate Any person which, alone or together with any other person, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with another person Affiliates shall include a subsidiary company and parent company and subsidiaries, directly or indirectly, of a common parent. Business Day A day other than a Saturday, Sunday of an official or declared Philippine national or local public holiday. Code of Conduct The set of rules promulgated by ERC to govem the conduct of RES', Local RES', DUs, as well as. their stockholders, directors, officers and empioyees, within the boundaries of fair competition. Contestable Market Electricity end-users who have a choice of a supplier of electricity, as may be determined by the ERC in accordance with the Act. \g-off Prior The period of five (5) Business Days, or a longer Page 2 of 21Customer Customer Information Disclosure Statement Distribution Utility (DU) ERC Guidelines for the Supplier of Last Resort IRR Local Retail Electricity Supplier (Local RES) Marketer period agreed upon by both parties, commencing from the signing of the Retail Supply Contract, within which said Customer has the right to cancel the Retail Supply Contract it has entered into with the RES or the Local RES. An electricity end-user that Contestable Market. Basic information belongs to the relating to a Customer's account as maintained by @ DU, including but not limited to the name of the Customer, billing address, meter-related information, and actual and average monthly consumption. Document outlining information to be included in the terms and conditions of the Retail Supply between RES or Local RES and Customer, as provided in Article II, Section 12. Contract Any electric cooperative, government-owned government unit which has an exclusive franchise to operate a distribution system in accordance with the EPIRA utility “or private corporation, existing _ local The Energy Regulatory Commission created under Section 38 of the Act. The set of guidelines promulgated by ERC to ensure the provision of continuous supply of electricity to Customers in the event that a Customer is suddenly without the services of a RES and cannot obtain such services after reasonable endeavors. The Guidelines likewise encourages Customers to exercise their option to their supplier of commencement of retail competition and open choose access, electricity upon The Implementing Rules and Regulations of the Act. The non-regulated business segment of the DU catering to the Contestable Market in its franchise area. As such, a license is not required. A Person designated by a RES or Local RES to handie marketing activities which include Page 3 of 21Marketing Contact No Disturbance Request Open Access Person Retail Competition Retail y Supplier (RES) Retail Supply Contract Salesperson ‘Supplier of Last Resort advertising, sales promotions, and other similar activities for the purpose of entering into a Retail Supply Contract. A contact of any kind made by a RES or Local RES or their Salespersons with a Customer {including in person, by telephone or by written or electronic communication) for the purpose of encouraging that Customer to enter, or consider entering, into a Retail Supply Contract or for the purpose of proposing @ Retail Supply Contract to, or negotiating or entering into a Retail Supply Contract with, that Customer. A request made by a Customer for it not to be bothered by any form of Marketing Contact by a RES or the Local RES. The system of allowing any qualified person the use of transmission, and/or distribution system and associated facilities subject to the payment of transmission andior distribution retail wheeling rates duly approved by the ERC. A natural or juridical person The provision of electricity to a Contestable Market by suppliers of electricity through Open Access. Any person or entity licensed by the ERC to sell, broker, market or aggregate electricity to end- users in the Contestable Market. A RES refers to either an Affiliate RES or any independent RES licensed by the ERC The contract for the sale of electricity entered into by and between the RES or the Local RES and the Customer, ‘An employee of a RES or Local RES authorized to perform sales-related work, or an agent, contractor or marketer, including their employees, acting on behalf of a RES or Local RES; A regulated entity designated by the ERC to serve end-users in the Contestable Market foliowing a Last Resort Supply Event, as defined in the Guidelines for the Supplier of Last Resort (SOLR) Page 4 of 21for the Contestable Market Supply Address ‘The address for which a Customer purchases, or is seeking to purchase, electricity from a RES. Top Management Comprises the management team that is responsible for making decisions about the direction of the whole organization and establishes policies that affect all organizational members. Top management executives are not involved in operational issues and concerns, and normally do not directly deal with customer level information. Words and phrases used in this Code which are defined in the Act or the IRR have the meaning given to them in the Act or the IRR Section 4. In this Code, unless the contrary intention appears: a) the singular includes the plural and conversely; b) a reference to any law or rules and regulations issued implementing such a law or to any particular provision of a law or of any rules and regulations issued implementing such law is taken to include any modification, consolidation, amendment, re-enactment, replacement or codification of the same; and c) mentioning anything after include, includes or including is not understood to be limitative of the enumerations that follow. ARTICLE It RESPONSIBILITIES AND CONDUCT OF COMPETITIVE RETAIL MARKET PARTICIPANTS. Section 1. General Responsibilities of RES or Local RES a) A Person is not allowed to market its supply business to Customers without having secured a RES license from the ERC, except for the Local RES. b) A Local RES is not aliowed to market its supply business to Customers until at least one (1) RES has been licensed, or at least six (6) months prior to the commencement of retail competition Page 5 of 21 ce _©) A RES or a Local RES, as the principal, is responsible for the conduct of i) its Salespersons; it) any Marketer acting on its behalf; and lli) the Salespersons of any Marketer acting on its behalf who shall be deemed to be agents of the RES or Local RES; or iv) any other employee, officer, director, contractor or authorized representative of the RES or Local RES who shall be deemed to be agents of the RES or Local RES. Accordingly, a violation of the Code by any such person will be deemed to be a violation of this Code by the RES or the Local RES. d) In any marketing contact or advertising activity undertaken by the RES, Local RES, or by any of their agents, the means to contact the ERC for any question, comment, complaint, or inquiry, shall be properly communicated. This may include but not limited to ERC's telephone and fax numbers, email address, postal address, and website. Nothing in this Code shall affect tne obligation of the persons mentioned above to comply with national and local laws, Section 2. Marketing Conduct a) ARES or Local RES, while engaged in marketing, shall i) comply with all laws, rules and guidelines relating to the sale of electricity to Customers; ii) not engage in misleading, deceptive or unfair conduct, whether by act or omission: iil) not exert undue pressure, harass nor coerce a Customer; iv) provide sufficient time, or a minimum of one (1) day, for a Customer to read thoroughly, and without exerting undue pressure, all documents provided by it v) ensure that information provided to a Customer is truthful and written in clear and simple language; vi) ensure that any comparison made is clear, factually correct, timely and easily understood by Customers, and does not omit important information that should be disclosed; Page 6 of 21vii) not make any verbal representations regarding contracts, rights or obligations unless those representations are contained in a written offer; viiiJensure that information provided to a Customer is relevant to that Customer's circumstances; ix) ensure all descriptions and representation made in promotional materials are in accordance with actual conditions, situations and circumstances; x) not use print that due to size or other visual characteristics, is likely to impair materially the legibility or clarity of documents provided to Customers; xi) not state or in any way imply that it (Affiliate RES) has special relations/arrangements with a DU or has been given preferential status by a DU; and xii) not solicit nor request from a DU preferential treatment for any customer or generation supplier and shall ensure that its customers and generation suppliers comply with all the technical requirements and policies of a DU Section 3. Time of Contact/Transaction Except by prior appointment or when preferred by a Customer, a RES or Local RES must not visit or call a Customer for the purpose of marketing a) at any time on a Saturday, Sunday or other public holiday: or b} on any other day except between 8:00 AM to 5:00 PM. Section 4. RES or Local RES Identification and Contact Details a) At the commencement of any Marketing Contact in person or by telephone, the RES or Local RES must advise the Customer of the purpose of the Marketing Contact and provide the Customer with the following information i) the name of the Salesperson; ii) the name of the RES or Local RES; and ili) RES,license number. # Page7 of 21'b) Prior to completion of a Marketing Contact whether in person, by telephone, or by any other means, the RES or Local RES must provide the Customer with contact details including, arnong other information, their business addresses, telephone, mobile phone and facsimile numbers and e-mail addresses. ©) in any Marketing Contact that is in written or in electronic form, the RES or Local RES must clearly set out |) the purpose of the Marketing Contact; ii) the name of the Salesperson; ill) the name of the RES or Local RES; iv) RES license number; v) contact details including, among other information, business address, telephone, facsimile and mobile phone numbers, and e-mail address. 4) ARES or Local RES shall have a telephone number through which it may be accessed by the general public. Section 5. Marketing in person a) ARES, Local RES or any of their Salespersons who initiates a Marketing Contact by visiting, or otherwise approaching a Customer in person, shall always wear a clearly visible identification card containing: i) the full name of the Salesperson; ii) the name of the RES or Local RES: ill) a photograph of the RES’ or Local RES’ Salesperson; iv) a symbol or any indicator which shows that the RES is licensed by the ERC, and that said license is valid up to a certain period. b) Information or details required to be provided to a Customer under Article 1, Sections 4 (a) and (b) must be provided in writing if the RES or the Local RES makes the Marketing Contact by visiting, or otherwise approaching the Customer in person Page 8 of 21©) ARES, Local RES or any of their Salespersons who initiates a Marketing Contact by visiting the Customer's premises must exercise due care and respect with regard to the Customers’ property and premises. Section 6. Termination of Marketing Contacts a) If a Customer requests the termination of a Marketing Contact (not being merely a deferral by the Customer of the Marketing Contact to another date), the RES or Local RES, including its Salespersons, shall i) immediately comply with such request; and ii) refrain from initiating a transaction with that Customer again for a minimum period of twenty (20) Business Days from the date of the request, unless otherwise advised by the Customer. b) No Disturbance Requests made by Customers shall be respected by RES or Local RES at all times, unless revoked by said Customers. Section 7. Tri ing and Product Knowledge a) A RES or Local RES shall take reasonable steps to ensure that their Salespersons: i) understand and comply with this Code and the requirements of all laws, rules and guidelines relating to the sale of electricity to Customers; ji) understand and are able to clearly explain the retail supply business in relation to other sectors of the electric industry; ii) understand and are able to clearly explain the products offered, including: ili1) pricing, billing procedures and payment options; li.2) eligibility requirements for concessions or rebates; and ii,3) the basis for any comparisons made between such products and those offered by other RES’ or Local RES’; iv) know and refrain from doing what is misleading, deceptive or unfair conduct; and Page 9 of 21v) appreciate the meaning and importance of the need for a Customer to give its informed consent to a Retail Supply Contract b) A RES or Local RES shall provide continuing training and evaluation of its Salespersons for the purpose of ensuring that they acquire the understanding referred to in Article ll, Section 7(a); 6) ARES or Local RES shall keep records of trainings and evaluation undertaken by it under Article {l, Section 7(b) for at least three (3) years after such training and testing was undertaken and shall submit annual reporting of said trainings and evaluation to the ERC. Section 8. Adverti 1s a) ARES or Local RES shall ensure that: i) any Advertising conducted by it or on its behalf, and any material used in said Advertising, is not conducted or used in a misleading or deceptive manner, ii) where any Advertising conducted by it or on its behalf makes any comparison with products offered by other RES’ or Local RES, such comparisons are fair, clear, timely, accurate and verifiable; ili) any Advertising conducted by it or on its behalf includes a telephone number and an e-mail address which @ Customer may call or use to request detailed information concerning the price of electricity and other services. b) A RES or Local RES shall ensure that, where any Advertising conducted by it or on its behalf refers to the price at which the RES or Local RES is offering to sell electricity and optional services, the same also states: j) the period of time during which the offer remains valid; and ii) the duration of the contract for which that price is being offered; iil) if the price is not fixed, the manner in which the price will be determined; or iv) the average price per kWh, for the electricity that is to be sold under the contract, over the term of the contract. Page 10 of 21cc) A RES or Local RES shall not advertise nor disclose the price of electricity in such a manner as to mislead a reasonable person into believing that the retail electric supply portion of the bill shall be the total bill amount for the delivery of electricity to the End-user's location. When Advertising or disclosing the price for electricity, it shall also disclose the Transmission and Distribution Utility's Wheeling Charges, as well as other mandated charges like tax and universal charge. Section 9. Customer Information a) A RES or Local RES shall comply with the provisions of all ERC- promulgated guidelines governing Retail Electricity Suppliers, relating to the provision of Customer Information b) A RES or Local RES shall take reasonable steps to ensure that any Customer information obtained by it shall be considered confidential and is not used by the RES, Local RES or any of their Salespersons other than for the purposes for which that Customer Information was provided to the RES, Local RES or any of their employees. ©) A RES or Local RES shall not disclose Customer information without the written consent of the Customer, except when information has been sufficiently aggregated such that individual Customer Information cannot be identified, or where Customer Information is required to be disclosed i) for the purpose of complying with a legal requirement; or ii) when past due accounts of the Customer have been referred to a debt collection agency. 4) A RES or Local RES shall inform Customers regarding the conditions described in Article Il, Section 9(c) under which Customer Information may be released to a third party without the Customer's consent. e) On request by a Customer, a RES or Local RES must provide the Customer, free of charge, with details of all Customer Information it retains with respect to that Customer. However, a fee may be charged by the RES or Local RES for a request for Customer Information covering a period of more than twelve (12) months, or for two (2) or more requests made within a month, G : Page 11 of 21Section 10. Record Keeping Standards a) b) d) To assist RES, Local RES and Customers in dealing with inquiries, verifications and complaints, a RES or Local RES shall keep records of: ’) all Marketing Contacts by the RES, Local RES or their Salespersons with Customers during the previous three (3) years, whether initiated by the RES, Local RES, @ Salesperson or the Customer (including the name or contact details of the Customer, the date and time of each Marketing Contact, the name of the Salesperson who is involved in the Marketing Contact, and all e-mail exchanges with Customers and/or prospects); ii) all "No Disturbance Requests" made by Customers during the previous twelve (12) months; and iii) all Marketing Contacts which have been terminated during the previous three (3) years at the request of @ Customer, A RES or Local RES shall keep the above records available to ERC’s duly authorized personnel for inspection or submission when. requested to do so. A RES or Local RES shall keep records of all complaints filed by Customers, as referred to in Article Il, Section 15(d). Maintain documentation on all other transactions for a period of three (3) years. Section 11, Market Information Markets should operate on trust with the accuracy of market information, transparency of market behavior and the confidentiality of commercially sensitive information entrusted to each RES or Local RES. A RES or Local RES shal! a) b) Ensure that any information disclosed to the media, including market publications, surveys and price indices, is accurate and not misleading Strictly comply with procedures designed to ensure that all business transactions are transparent and properly documented in a timely manner and that no such business transactions are concealed or misrepresented