SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
Report
of
Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16 of
the
Securities Exchange Act of 1934
For
the
month of January 2008
Commission
File No. 1-31690
TransCanada
Corporation
(Translation
of Registrant's Name into English)
450
– 1 Street S.W., Calgary, Alberta, T2P 5H1, Canada
(Address
of Principal Executive Offices)
Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F:
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Form
20-F
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¨
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Form
40-F
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þ
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Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1): ¨
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7): ¨
Indicate
by check mark whether the registrant by furnishing the information contained
in
this Form is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
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Yes
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¨
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No
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þ
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Exhibit
99.1 to this report, furnished on Form 6-K, is furnished, not filed, and will
not be incorporated by reference into any registration statement filed by the
registrant under the Securities Act of 1933, as amended.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Date:
January 23, 2008
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TRANSCANADA
CORPORATION
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By:
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/s/ Donald
J. DeGrandis
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Donald
J. DeGrandis
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Corporate
Secretary
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EXHIBIT
INDEX
99.1
A
copy of the registrant’s Code of Business Ethics for Employees, as
amended.
Exhibit
99.1
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Code
of Business Ethics for Employees
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UNCONTROLLED
IF PRINTED
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2007/11/28
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Employees
(includes all officers and all full-time and part-time employees) of TransCanada
Corporation and its wholly-owned subsidiaries, and
operated entities in Canada, the United States and Mexico (the “Company”)
represent the Company and are expected to act in a manner that will enhance
the
Company's reputation for honesty, integrity and reliability. Our Code
of Business Ethics (the “COBE”) is a statement on TransCanada’s Business
Practices and on how we do business. The COBE applies to all
employees of TransCanada. All employees should be aware of all sections of
the
COBE and will be required to certify their understanding and agreement with
the
COBE in its entirety.
Contract
workers, independent consultants, representatives and agents are expected to
comply with the COBE for Contract Workers & Independent
Consultants.
The
COBE
will not give answers for every situation. Employees are encouraged
to seek additional guidance if necessary. If employees have any
doubts about the right thing to do, they should ask their supervisor, manager
or
the Human Resources, Law, Transmission Compliance or Internal Audit Departments
as appropriate. Employees can also call the Company’s anonymous
Ethics Help-Line at 1-888-920-2042.
The
following Fundamental Principles of appropriate business conduct have been
established for all employees working for or representing the
Company. They are applicable in all countries in which the Company
operates, unless the laws of those countries require a higher
standard.
Fundamental
Principles
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A.
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Compliance
with Laws
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The
Company will conduct its business in compliance with all laws, regulations
and
other legal requirements applicable wherever the Company is carrying on
business. No employee shall directly or indirectly give, offer or
agree to give or offer a loan, reward, advantage or benefit of any kind to
a
foreign public official or to any person for the benefit of a foreign public
official in contravention of the Corruption of Foreign Public Officials
Act or other similar applicable law.
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B.
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Conflict
of Interest
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Employees
must ensure that no conflict exists between their personal interests and those
of the Company. Employees should also avoid placing themselves in
positions that may be perceived as conflicts. Some examples of
possible conflicts include:
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·
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Financial
Interest - Employees and their families (families including
spouse, children or spouse equivalent residing together) shall not
own,
control or direct a material financial interest (greater than 5%)
in a
supplier, contractor, competitor, or in any business enterprise which
does
or seeks to do business with the
Company.
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·
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Outside
Business Activities - Employees shall not engage in any outside
business or activity that is detrimental to the
Company. Unless approved by the Company or your
supervisor, employees are expected to spend their full time and attention
performing their jobs during normal business hours or as
contracted.
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·
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Outside
Directorships - Employees shall not serve as a director, officer,
partner, consultant or any other role in unaffiliated profit-making
organizations if that activity is detrimental to the
Company. Directorships in unaffiliated entities require the
consent of the employee’s immediate supervisor, and of the Governance
Committee of the Board of Directors in the case of an ELT
member.
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1
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·
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Gifts
and Entertainment - Employees must be prudent in offering or
accepting gifts (including tickets to sporting, recreational or other
events) to or from a person or entity with which the Company does
or seeks
to do business.
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·
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Customer
and Supplier Relations - All customers, suppliers and independent
contractors purchasing or furnishing goods and services must be dealt
with
fairly. Decisions to hire a subcontractor or source materials
from a particular vendor must be made on the basis of objective criteria
such as quality, reliability, technical excellence, price, delivery,
service and maintenance of adequate sources of
supply.
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·
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Government
and Community Relations - The Company's financial support to
political organizations requires the express approval of the Chief
Executive Officer of the Company. Employees engaging in
personal political activities must do so in their own right and not
on
behalf of the Company. Corporate donations to charities made on
behalf of the Company shall be within budgets approved by the appropriate
business unit head.
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·
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Personal
Relationships - Employees shall avoid any arrangement or
circumstance, including personal relationships that may compromise
his or
her ability to act in the best interest of the
Company. Employees shall not supervise directly or be in a
position to influence the career of someone with whom he or she is
engaged
in a personal relationship.
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·
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Special
Interest Groups and Political Office - Employees shall notify
their supervisor should they be elected or appointed to a political
office
or if they become actively involved with a special interest
group. If an employee is unable to meet their job requirements
as a result of serving in a political office or because of their
active
involvement with a special interest group, the Company may consider
a
leave of absence or a modified work schedule in accordance with the
Company’s Leave of Absence and Hours of Work
Policies.
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C.
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Fair
Dealing
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The
Company adheres to a policy of Fair Dealing in all its
undertakings. Personnel shall endeavour to deal fairly with the
Company’s security holders, customers, suppliers, competitors and
employees. Taking unfair advantage through manipulation, concealment,
abuse of privilege, misrepresentation and other unfair dealing practices is
unacceptable.
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D.
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Corporate
Opportunities
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Personnel
are prohibited from:
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·
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Taking
personal advantage of opportunities discovered through the use of
corporate assets, property, information or their
position;
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·
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Using
or deploying corporate assets, property, information or their position
for
personal gain; and
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Competing
with the Company.
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2
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E.
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Confidential
Information
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In
the
course of employment, employees may have access to information that is
non-public, confidential, privileged, or of value to competitors of the Company
or that may be damaging to the Company if improperly
disclosed. Employees may also have access to the confidential
information of companies with which the Company does business.
Employees
must protect the confidentiality of information concerning the Company and
its
business activities as well as that of companies having business dealings with
the Company. Employees who leave the Company have an ongoing
obligation to keep such information confidential.
Some
situations involving confidential information include:
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·
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Technical,
Business and Commercial Data - Employees must ensure against
improper disclosure of competitive business strategies and plans,
special
methods of operation, technical innovations, and other information
that
may be of value to competitors of the
Company.
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·
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Insider
Trading - Securities laws explicitly prohibit any person in a
special relationship with the Company from trading with knowledge
of
“material non-public information” or “insider information” which has not
been generally disclosed. In addition, securities laws prohibit
any person in a special relationship with the Company from informing
another person of any “material non-public” or “insider” information which
has not been generally disclosed.
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Employees
of TransCanada, and their immediate family members, will not trade in their
personal account in any physical commodity or financial derivative of any
physical or financial commodity related to those traded by the Company if that
employee holds a position at TransCanada that would make them privy to detailed
or inside information about the Company’s commodity trading
activities.
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Trading
Guidelines for All Employees - Those possessing confidential
information are expected to show integrity and use proper judgement
in
timing their investments in accordance with Company policy and regulatory
rules and guidelines. See the Company's Trading Policy for
Employees and Insiders for further
details.
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·
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Media/Public
Discussion - If responding to questions by a representative of
the news media or investment community is not part of Employee’s regular
duties, the media representative must be referred to the appropriate
Company spokesperson.
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F.
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Fiscal
Integrity and
Responsibility
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All
employees are responsible for protecting Company assets, and leaders are
specifically responsible for establishing and maintaining appropriate internal
controls to safeguard Company assets against loss from unauthorised or improper
use or disposition:
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·
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Background
Pre-employment Screening – All candidates being considered for
employment for the roles of Chief Executive Officer, President, Chief
Financial Officer, Controller, or the Head of Internal Audit must
undergo
pre-employment screening. This may also apply to other roles
that the Company, from time to time, deem to have direct oversight
accountability for financial reporting and other financial
information. Also, background checks will be done for all
Directors of the Company’s public entities. The pre-employment screening
will consist of the verification of certain credentials, criminal
background checks and other background information that the Company
considers appropriate.
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·
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Reporting
Integrity - No false, artificial or misleading entries in the
books, records and documents of the Company shall be made for any
reason
and no employee shall engage in any arrangement that results in such
prohibited acts. All periodic reports filed by TransCanada
shall be in accordance with TransCanada’s Public Disclosure Policy and
will include full, fair, accurate, timely and understandable
disclosure.
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·
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Use
of Company Resources - Company resources include Company time,
materials, supplies, equipment, information, electronic mail and
computer
systems. These resources are generally only to be used for
Company-specific purposes.
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Use
of Internet and Email - TransCanada’s computer networks and
information resources include our electronic mail and messaging systems,
internal Intranet and the public Internet. TransCanada’s
computer resources and networks are provided for company-related
business
purposes. Excessive personal use is
inappropriate. Use of TransCanada’s computer resources to view,
retrieve or send sexually-related or pornographic messages or material;
violent or hate-related messages or material; bigoted, racist or
other
offensive messages or other messages or material related to illegal
activities is strictly prohibited.
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Use
of Company Name- Employees must not use their
employment status to obtain personal gain from those doing or seeking
to
do business with the Company. Employees may not use the Company's
name or purchasing power to obtain personal discounts or rebates
unless
the discounts are made available to all
employees.
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Patents
and Inventions - Inventions, discoveries, and
copyright material, made or developed by employees
in the course of, and relating to, their employment with the Company,
are
the property of the Company unless a written release is obtained
or
covered by contract.
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Records
Retention - Business documents and records (voice, paper and
electronic) are to be retained in accordance with the law and the
Company’s record retention
policies.
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In
protecting the Company’s resources, TransCanada reserves the right to
periodically monitor access and contents of the Company’s computer systems and
networks. Employees should not assume they have any right to privacy
of electronic data residing on the Company’s computer
resources.
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G.
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Health,
Safety and Environment
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TransCanada
is committed to providing a safe and healthy working environment and protecting
the public interest with standards and programs that meet or exceed industry
standards and applicable government codes, standards and regulations in all
jurisdictions in which it does business.
All
TransCanada operations are to be conducted in a manner that protects the health
and safety of our employees and all people in the communities where the Company
operates. All TransCanada employees are responsible for supporting
TransCanada’s commitment to environmental responsibility.
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H.
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Employment
Practices
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TransCanada
is committed to a workplace environment where employees are treated with
dignity, fairness and respect. All employees have the right to work
in an atmosphere that provides equal employment opportunities and is free of
discriminatory practices and illegal harassment:
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·
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Discrimination
- Neither TransCanada nor any person acting on behalf of
the
Company shall refuse to employ or continue to employ, nor shall they
discriminate against any person with regard to employment, term or
condition of employment, based on race, national or ethnic
origin, colour, religion, age, sex (including pregnancy or
child-birth) sexual orientation, marital status, family status,
disability and conviction for which a pardon has been granted, all
as
defined by the Canadian Human Rights Act or other similar
applicable law.
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·
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Harassment
- Any form of illegal harassment or any other conduct that
interferes with an individual’s work performance or creates an
intimidating, hostile, or offensive work environment will not be
tolerated.
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·
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Drug
and Alcohol Policy– The Company is committed to providing a safe
and healthy work environment. The use of illicit drugs, the
inappropriate use of alcohol and the misuse of medications and other
substances is prohibited.
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I.
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Inter-Affiliate
Codes of Conduct
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The
Company is committed to ensuring that its operations are conducted appropriately
and transparently. The National Energy Board (NEB), Alberta Energy
and Utilities Board (AEUB), and the Federal Energy Regulatory Commission (FERC)
in the U.S. have established certain standards of conduct for regulated
companies’ interaction with affiliated companies to safeguard against improper
sharing of information, people, or resources and to ensure that affiliates
of
the regulated companies do not obtain an inappropriate advantage due to their
affiliation.
NGTL
and Mainline Codes of Conduct (the “Codes”)
Both
the
NEB and AEUB Codes of Conduct establish rules governing the interaction between
NGTL, TransCanada and the TransCanada Mainline and their Regulated and
Non-Regulated Affiliates. Under these rules:
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·
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NGTL
and the TransCanada Mainline may not provide their Non-Regulated
Affiliates with information relating to the planning, operations,
finances
or strategy of NGTL or the TransCanada Mainline before such information
is
publicly available (unless an exception in Section 6.2 of the
NGTL Code and Mainline Code
applies).
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o
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“Regulated
Affiliates” are those affiliates whose tolls and tariffs are regulated by
either the AEUB, NEB or FERC.
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§
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Some
examples of Regulated Affiliates are TransCanada PipeLines Limited,
NGTL,
Foothills Pipe Lines Ltd., Trans Quebec & Maritimes, Gas Transmission
Northwest Corporation, Great Lakes Gas Transmission, Portland Natural
Gas
Transmission System, Iroquois Gas Transmission, Northern Border Pipeline
Company, TransCanada Keystone Pipeline, Tuscarora Gas Transmission
Company
and North Baja Pipeline.
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o
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“Non-Regulated” affiliates
are those affiliates whose tolls and tariffs are not regulated
by either the AEUB, NEB or FERC.
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§
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Some
examples of Non-Regulated Affiliates are TransCanada Energy Ltd.,
TransCanada Pipeline Ventures Ltd., Cancarb Limited, Edson Gas Storage
and
CrossAlta Gas Storage.
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o
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An
“Affiliate” is an entity defined as such in the Codes (Please see
definition of Affiliate in NGTL Code and Mainline Code
).
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o
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For
a more complete listing of Regulated and Non-Regulated Affiliates
please click on the link.
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·
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NGTL
and the TransCanada Mainline may not disclose customer Confidential
Information to Non-Regulated and Regulated affiliated companies (unless
exceptions in Sections 6.3, 6.4 and 6.5 of the NGTL Code and
Mainline Code apply).
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o
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“Confidential
Information” under the Codes means any information relating to
a specific customer or potential customer of NGTL or the TransCanada
Mainline, which information NGTL or the TransCanada Mainline has
obtained
or compiled in the process of providing current or prospective NGTL
or
Mainline Services and which is not otherwise available to the
public.
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the
TransCanada Mainline and NGTL may not cross-subsidize affiliate
activities;
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affiliates
and their customers do not have preferential access to services;
and
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uncompetitive
practices between the TransCanada Mainline and NGTL and their Affiliates,
which may be detrimental to the interests of customers must be
avoided.
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FERC
The
rules
governing U.S. pipelines are undergoing changes. FERC is currently
reconsidering its policies with respect to energy affiliates, and is likely
to
issue an order clarifying and/or adopting new policies and procedures in the
near future.
It
is a
requirement for all employees to be aware of, to understand, and to abide by
the
respective requirements. For further guidance please see the NGTL Code of
Conduct and the Canadian Mainline Code of Conduct.
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J.
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Fraud
or Criminal Conduct
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Fraud
is
defined as an intentional deception, misappropriation of resources or the
manipulation of data to the advantage or disadvantage of a person or
entity. Some examples of fraud include:
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·
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Falsification
of expenses and invoices.
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Misappropriation
of funds, securities, supplies or other
assets.
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Alteration
or falsification of records or
reports.
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Impropriety
in the handling or reporting of money or financial
transactions.
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Profiteering
as a result of insider knowledge of company
activities.
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Any
similar or related inappropriate
conduct.
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Management
is responsible for the detection and prevention of fraud, misappropriations
and
other inappropriate conduct: however, all employees have some responsibility
in
the detection, prevention or reporting of fraudulent activities.
The
Internal Audit Department and the Ethics Help-Line have the primary
responsibility for the investigation and/or the engaging of other investigative
services for the Company. If the investigation substantiates that
fraudulent activities have occurred, the Internal Audit Department will issue
reports to appropriate designated personnel and to the Board of Directors
through the Audit Committee. Employees who detect or suspect possible
fraudulent activity of any officer, employee, vendor or any other party with
any
association with the Company, should report it immediately to the Internal
Audit
Department or the Ethics Help-Line. Do not discuss instances of
actual or suspected fraud with anyone except those authorized to investigate
such conduct.
COMPLIANCE
/
EXCEPTIONS
Employees
are expected to comply with all aspects of the COBE and to support others in
doing so. By certifying COBE, employees are also certifying that they
are aware of, understand and are in compliance with all relevant and applicable
Company policies and codes of conduct. In the event that an employee
violates the COBE, Company policies and procedures or any of the laws that
govern the Company’s business, TransCanada will take immediate and appropriate
action up to and including termination of employment, claims for reimbursement
of losses or damages and reference to criminal authorities.
HOW
TO RAISE A CONCERN
Employees
are obligated to promptly report any problems or concerns or any potential
or
actual violation of the COBE. The first action should be to raise the
problem with your supervisor. If that is not possible for some reason
or if taking it to your supervisor does not resolve the matter, it is your
responsibility to take it up the chain of management within your organization
or
another department such as Human Resources, Law, Transmission Compliance or
Internal Audit. Employees can also call the anonymous Ethics
Help-Line at 1-888-920-2042. Callers do not have to reveal
their identities.
TransCanada
policy strictly prohibits reprisals or retaliation against anyone who files
an
ethics concern or complaint. If you feel you have been subjected to
retaliatory or disciplinary action because you have raised an ethics issue,
call
the Ethics Help-Line immediately.
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CERTIFICATION
It
is
essential that all employees understand and adhere to the Company's Code of
Business Ethics.
New
employees of the Company will be asked to certify their review of, and agreement
to be bound by, the COBE as a consideration of employment or
contract.
All
employees of the Company will be asked to certify annually their review of
and
compliance with the provisions contained in the Code of Business Ethics
Policy.
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