Written Compliance Procedures of
Discovery Gas Transmission LLC
Pursuant
to Order No. 717, et seq., and Part 358 of the FERC Regulations
March
1, 2022
Table of Contents
Section
Page
I. Introduction
1
A. Definitions
1
B. Background
Information Regarding Discovery Gas
Transmission
2
II. Non-Discrimination
Requirements
3
III. Independent
Functioning
3
A. Transmission
Function
Employees
3
B. Marketing
Function
Employees
4
IV. No Conduit Rule
4
A. Access Control
Procedures
4
B. Physical Access
to Premises
5
V. Transparency
Rule
5
A. Contemporaneous
Disclosure
5
B. Exclusion for
Specific Transaction
Information
5
C. Voluntary
Consent
5
D. Written
Procedures
6
E. Identification
of Affiliate
Information
6
(1) Names and
Addresses
6
(2) Shared
Facilities
6
(3) Mergers
6
F. Identification
of Employee Information
7
(1) Job Titles and
Job
Descriptions
7
(2) Employee Transfers
7
G. Timing and
General Requirements of
Postings
7
H. Exclusion for
and Recordation of Certain Information Exchanges
7
I. Posting of
Waivers
8
VI. Implementation
Requirements
8
A. Compliance
Measures and Written
Procedures
8
B. Training
8
C. Compliance Officer
9
D. Books and
Records
10
Written Compliance Procedures of Discovery
Gas Transmission LLC
Pursuant
to Order No. 717, et seq., and Part 358 of the FERC Regulations
I. Introduction and
Definitions
In its Order No.
717, et seq. (“Order No. 717”) issued in Docket Nos.
RM07-1-000, et al. “Standards of Conduct for Transmission Providers,” the
Federal Energy Regulatory Commission (“FERC” or “Commission”)
revised its regulations that govern the relationship between an interstate
natural gas pipeline that transports gas for others pursuant to Subparts B or
G of Part 284 of the Commission’s regulations (“Transmission Provider”)
and its affiliate that engages in Marketing Functions (as defined below) and
conducts Transmission Transactions with the Transmission Provider (such
regulations are referred to herein as the “Standards of Conduct”).
Discovery Gas
Transmission LLC (“DGT”) is a “Transmission Provider” as
defined in section 358.3(k) of the Standards of Conduct.
A. Definitions
The Standards of
Conduct include, among others, the following defined terms. Other
capitalized terms used but not defined herein shall have the meaning given
such terms in section 358.3 of the Standards of Conduct.
· “Marketing
Function Employee” is defined in section 358.3(d) of the Standards of
Conduct as an employee, contractor, consultant or agent of a Transmission
Provider or of an Affiliate of a Transmission Provider who actively and
personally engages on a day-to-day basis in Marketing Functions.
· “Marketing
Functions” is defined in section 358.3(c)(2) of the Standards of
Conduct as the sale for resale in interstate commerce, or the submission of
offers to sell in interstate commerce, natural gas, subject to the following
exclusions:
i Bundled retail
sales,
ii Incidental
purchases or sales of natural gas to operate interstate natural gas pipeline
transmission facilities,
iii Sales of natural
gas solely from a seller’s own production,
iv Sales of natural
gas solely from a seller’s own gathering or processing facilities, and
v On-system sales
by an intrastate natural gas pipeline, by a Hinshaw interstate pipeline
exempt from the Natural Gas Act, by a local distribution company or by a
local distribution company operating under section 7(f) of the Natural Gas
Act.
· “Non-public
Transmission Function Information” is defined in section 358.3(j) and
(h) as non-public Transmission Function Information related to the planning,
directing, organizing or carrying out of day-to-day DGT operations,
including the granting and denying of Transmission Service requests.
· “Transmission”
is defined in section 358.3(f) of the Standards of Conduct as natural gas transportation, storage, exchange,
backhaul or displacement service provided pursuant to subpart B or G of part
284 of the Commission’s regulations.
· “Transmission
Function Employee” is defined in section 358.3(i) of the Standards of
Conduct as an employee, contractor, consultant or agent of a Transmission
Provider who actively and personally engages on a day-to-day basis in
Transmission Functions.
· “Transmission
Functions” is defined in section 358.3(h) of the Standards of Conduct
as the planning, directing, organizing or carrying out of day-to-day Transmission
operations, including the granting and denying of Transmission service
requests.
· “Transmission
Provider” is defined in section 358.3(k)(2) of the Standards of
Conduct as any interstate natural gas pipeline that transports gas for others
pursuant to subparts B or G of Part 284 of the Commission’s regulations.
B. Background
Information Regarding DGT
DGT is a Limited
Liability Company, organized under the laws of the State of Delaware, engaged
in the business of transporting natural gas and condensate in interstate
commerce under authorization granted by and subject to the jurisdiction of
the Federal Energy Regulatory Commission. Discovery owns and operates an
offshore natural gas transmission pipeline located in the Federal Domain,
Offshore Louisiana, with a terminus onshore in the vicinity of Larose,
Louisiana. The owner of DGT is Discovery Producer Services LLC. Discovery
Producer Services LLC is owned by Williams Field Services Group, LLC (60%)
and DCP Assets Holding, L.P. (40%).
Discovery
Producer Services LLC is operated by a management committee.
Section 358.7(d)
of the Standards of Conduct requires that a Transmission Provider post on its
Internet Web site current written procedures for implementing the Standards
of Conduct. The following procedures have been adopted by Discovery to
comply with the Standards of Conduct promulgated pursuant to FERC Order No.
717.
II. Non-Discrimination
Requirements
DGT will comply
with the requirements of sections 358.4(a)-(d) of the Standards of Conduct.
DGT will
strictly enforce all tariff provisions relating to the sale or purchase of
open access Transmission service, if the tariff provisions do not permit the
use of discretion. The use of discretion will be done in a not unduly
discriminatory manner for all of DGT’s customers. DGT will not give
undue preference to any person in matters relating to the sale or purchase of
Transmission service. DGT will process all similar requests for
Transmission in a substantially similar manner and within the same period of
time.
III. Independent
Functioning
As required by
section 358.5(a) of the Standards of Conduct, except as described in Parts
III.A and V.H below, the Transmission Function Employees of DGT shall
function independently of DGT’s Marketing Function Employees.
As required by
sections 358.5(b)(1)(i) and (2) of the Standards of Conduct, DGT’s Marketing
Function Employees will not conduct Transmission Functions for DGT and the
Transmission Function Employees of DGT will not conduct Marketing Functions.
As required by
section 358.5(b)(1)(ii) of the Standards of Conduct, no Marketing Function
Employee will have access to DGT’s gas control facilities or similar
facilities used for transmission operations that differs in any way from the
access to such facilities available to other Transmission Customers.
A. Transmission
Function Employees
DGT does not
have any employees that actively and personally engage on a day-to-day basis
in a Marketing Function (which is defined in the Standards of Conduct as
excluding the activities set forth in section 358.3(c)(2)(i)-(v)) and,
therefore, none of the employees of DGT are Marketing Function
Employees. Based on the Commission’s guidance in Order 717, DGT has
identified certain employees who will be designated as Transmission Function
Employees, and whose job titles and job descriptions will be posted on DGT’s
Internet Web site.
B. Marketing
Function Employees
At this time,
The Williams Companies, Inc. (“Williams”), an indirect parent
company of DGT, has Marketing Function Employees that actively and personally
engage on a day-to-day basis in Marketing Functions (which is defined as
excluding the activities set forth in section 358.3(c)(2)(i)-(v)) (“Williams
MFEs”). The Williams MFEs transact business for Sequent Energy
Management LLC (Sequent). Sequent holds transport on DGT.
DCP Midstream LP
(“DCP”), an indirect parent company of DGT, has Marketing
Function Employees that actively and personally engage on a day-to-day basis
in Marketing Functions (which is defined as excluding the activities set
forth in section 358.3(c)(2)(i)-(v)). The Marketing Function Employees
transact business for DCP Midstream Marketing, LLC. DCP Midstream Marketing,
LLC does not hold transport on DGT.
IV. No Conduit Rule
DGT will observe the no-conduit rule as
required by section 358.6 of the Standards of Conduct. The no-conduit rule
will apply to all Williams employees and to those of its subsidiaries and
affiliates, to all DCP employees and to those of its subsidiaries and
affiliates, to any contractor, consultant or agent of Williams and its
subsidiaries and affiliates, and to any contractor, consultant or agent of
DCP and its subsidiaries and affiliates.
A. Access Control
Procedures
Transmission
Function Employees of DGT and Williams MFEs share telephone systems,
electronic mail systems, SharePoint and related servers, cloud based
applications such as Office 365, and the wide area network which connects
Williams various locations, as well as access to servers on which corporate
support-related systems reside, such as the human resources system, and the
financial enterprise resource planning system (which supports finance,
accounting, planning and forecasting, and reporting functions). Access to the
systems that contain Transmission Function Information (including
non-affiliated shipper information) is subject to strict access controls such
as user ids and passwords or other appropriate information security
requirements as necessary to maintain compliance with the Standards of
Conduct.
SharePoint sites
that may include Transmission Function Information are identified and labeled
as potentially having non-public regulated data. These sites will
contain a prominent warning regarding information sharing and no-conduit
rules. Overall security access for Williams MFEs is regularly reviewed by the
Williams FERC Compliance Officer or their designee.
The remaining
servers where Transmission Function Information is maintained are not shared
with Williams MFEs. Access to those servers is restricted by access control
mechanisms (such as user ids, passwords, FERC deny flag for Windows servers,
visibility restriction of FERC IT components in the access control
system). Additionally, a firewall restricts Williams MFEs computer,
internet and printer access and will deny-by-default access to any area not
approved. IT procedures require Williams FERC Regulatory Compliance
approval for firewall access changes.
DGT follows the
Williams Access Control process under which DGT ensures that Williams MFEs do
not have preferential computer access to non-public Transmission Function
Information. Williams MFEs system access is regularly reviewed by the
Williams FERC Compliance Officer. Any transfer by a Transmission Function
Employee to a Marketing Function position is treated as a termination for
access purposes, where old access is revoked prior to granting any new
access.
Williams MFEs
certify monthly within the Williams compliance tracking system that they will
immediately notify Regulatory Compliance if a disclosure of nonpublic
Transmission Function Information was made to them.
Williams
employees who have access to DGT’s non-public Transmission Function
Information are responsible for securing such information from unauthorized
disclosure using properly secured information/processing systems and for
similarly securing hard copy information.
V. Transparency Rule
A. Contemporaneous
Disclosure
As required by
section 358.7(a)(1) of the Standards of Conduct, in the event that DGT’s
non-public Transmission Function Information, other than information
identified in the next sentence of this paragraph, is disclosed in a manner
contrary to the requirements of section 358.6 of the Standards of Conduct
(the No-conduit Rule, which is discussed in Part IV above), then DGT will
immediately post the information that was disclosed on its Internet Web site.
As required by section 358.7(a)(2) of the Standards of Conduct, in the
event that non-public Transmission Customer information, critical energy
infrastructure information, or any other information that the Commission by
law has determined is to be subject to limited dissemination is disclosed in
a manner contrary to the requirements of section 358.6 of the Standards of
Conduct, DGT will immediately post notice on its Internet Web site that the
information was disclosed. The requirement to contemporaneously disclose
does not apply to information covered by section 358.7(b) of the Standards of
Conduct, relating to a specific request for Transmission service by a
Marketing Function Employee, which is discussed in Part V.B below.
B. Exclusion for
Specific Transaction Information
As permitted by
section 358.7(b) of the Standards of Conduct, DGT is not required to
contemporaneously disclose information otherwise covered by 358.6 of the
Standards of Conduct if the information relates solely to a Marketing Function
Employee’s specific request for Transmission Service.
C. Voluntary
Consent
As permitted by
section 358.7(c) of the Standards of Conduct, in the event that a
Transmission Customer (whether affiliated or non-affiliated with DGT) gives
DGT its voluntary consent, in writing, to allow DGT to disclose the
Transmission Customer’s non-public information to DGT’s Marketing Function
Employees, then DGT will post notice on DGT’s Internet Web site of the
Transmission Customer’s consent along with a statement that DGT did not
provide any preference, either operational or rate-related, in exchange for
that voluntary consent.
D. Written
Procedures
As required by
section 358.7(d) of the Standards of Conduct, DGT will post on its Internet
Web site the current procedures it has implemented to ensure compliance with
the Standards of Conduct.
E. Identification
of Affiliate Information
(1)Names and
Addresses
As required by
section 358.7(e)(1) of the Standards of Conduct, DGT identifies on its Internet
Web site all of its Affiliates that employ or retain Marketing Function
Employees.
The Corporate
Secretary for each of Williams and DCP will notify the Williams FERC
Compliance Officer of any company that is being formed or acquired by any
entity of Williams or DCP so that a determination can be made as to whether
such company employs Marketing Function Employees, requiring an update to the
posted Affiliate information. In addition, the Corporate Secretary for each
of Williams and DCP will notify the Williams FERC Compliance Officer of any
company that employs Marketing Function Employees that is being sold or
dissolved so that the posted Affiliate information can be updated
accordingly.
(2) Shared
Facilities
As required by
section 358.7(e)(2) of the Standards of Conduct, DGT will post on its
Internet Web site a complete list of the employee-staffed facilities shared
by any of Transmission Function Employees of DGT and DGT’s Marketing Function
Employees, including the types of facilities shared and the addresses.
The Williams
FERC Compliance Officer will be responsible for making sure that the posted
information is updated within seven business days of any change.
(3) Mergers
As required by
section 358.7(e)(3) of the Standards of Conduct, DGT will post information
concerning potential merger partners as affiliates that may employ or retain
Marketing Function Employees, within seven days after the potential merger is
announced.
The Corporate
Secretary for each of Williams and DCP will notify the Williams FERC
Compliance Officer at the same time a potential merger involving an affiliate
of DGT is publicly announced and will cooperate with the Williams FERC
Compliance Officer to determine whether the potential merger partner may
employ or retain Marketing Function Employees. If the potential merger
partner may employ or retain Marketing Function Employees, then the Williams
FERC Compliance Officer will direct DGT to post the required information on
its Internet Web site within seven days after the potential merger is
announced.
F. Identification
of Employee Information
(1) Job Titles and
Job Descriptions
As required by
section 358.7(f)(1) of the Standards of Conduct, DGT will post on its
Internet Web site the job titles and job descriptions of the Transmission
Function Employees of DGT.
(2) Employee
Transfers
As required by
section 358.7(f)(2) of the Standards of Conduct, notice of any transfer of a
Transmission Function Employee of DGT to a position as a Marketing Function
Employee, or any transfer of a Marketing Function Employee to a position as a
Transmission Function Employee of DGT, will be posted on DGT’s Internet Web
site. The information to be posted will include the name of the
transferring employee, the respective titles held while performing each
function and the effective date of the transfer. The information will
be posted for 90 days.
G. Timing and
General Requirements of Postings
DGT will update
its Internet Web site with the information required by Part 358 of the
Standards of Conduct within seven business days of any change unless a
different posting time frame is specified by the regulations and will post
the date on which the information was updated. All Internet Web site postings
required by Part 358 of the Standards of Conduct will be sufficiently
prominent as to be readily accessible.
In the event an
emergency, such as an earthquake, flood, fire, or hurricane, severely
disrupts DGT’s normal business operations, the posting requirements under
Part 358 of the Standards of Conduct may be suspended by DGT. If the
disruption lasts longer than one month, DGT will notify the Commission and
may seek a further exemption from the posting requirements.
H. Exclusion for
and Recordation of Certain Information Exchanges
As permitted by
section 358.7(h) of the Standards of Conduct, notwithstanding the
requirements of sections 358.5(a) and 358.6 of the Standards of Conduct (the
Independent Functioning and No-conduit Rule respectively, as discussed in
Parts III and IV, respectively, above), the Transmission Function Employees
of DGT and DGT’s Marketing Function Employees may exchange certain non-public
Transmission Function Information of DGT necessary to maintain or restore operation
of DGT. DGT will make and retain a contemporaneous record of all such
exchanges except in emergency circumstances. In the case of an
emergency, DGT will make a record of the exchange as soon as practicable
after the fact. DGT shall make the record available to the Commission
upon request. DGT’s Gas Control and Customer Service departments are
responsible for ensuring that records of any information exchange under this
exclusion are prepared and maintained for a period of five years.
I. Posting of
Waivers
As required by
section 358.7(i) of the Standards of Conduct, DGT will post on its Internet
Web site notice of each waiver of a tariff provision that it grants in favor
of an affiliate, unless such waiver has been approved by the Commission.
The posting will be made within one business day of the act of a
waiver. DGT will also maintain a log of the acts of waiver granted in
favor of an affiliate, and make it available to the Commission upon request.
The records relating to each act of waiver will be kept for a period of
five years from the date of such act of waiver. DGT’s Manager who
authorizes a waiver of a tariff provision that DGT grants in favor of an
affiliate will be responsible for ensuring that such waiver is posted within
one business day of the act of a waiver and is included in the log.
VI. Implementation
Requirements
A. Compliance
Measures and Written Procedures
As required by
section 358.8(b)(1) and (2) of the Standards of Conduct, DGT has implemented procedures
to ensure that the requirements of sections 358.5 and 358.6 of the Standards
of Conduct are observed by the employees of DGT which are described in Parts
III and IV above. The Williams FERC Compliance Officer will distribute
an electronic copy of these compliance procedures to all Transmission
Function Employees of DGT, Marketing Function Employees of DGT, and all other
officers, directors, supervisory employees and any other employees likely to
become privy to DGT’s Transmission Function Information. In addition,
Williams has adopted a Policy addressing the Standards of Conduct Compliance
Plan, which states, among other things, the following: “Employees who violate
any provision of this policy will be subject to disciplinary action, up to
and including termination. For any disciplinary action taken, there
will be a notation of the same placed in the employee’s personnel file that
will reflect the incident and the disciplinary action taken.”
B. Training
Williams will
provide annual training on the Standards of Conduct for all employees. DCP
will provide annual training on the Standards of Conduct for all of its
Marketing Function Employees. All trained employees will certify that
they have been trained on the Standards of Conduct as required by section
358.8(c)(1) of the Standards of Conduct. Those employees that are on
disability or administrative leave will not be trained unless and until they
resume full time active employment in which case they will be trained within
the time frame for new hires.
For Williams,
the Standards of Conduct training will primarily be computer based, and will
be provided through the Williams e-learning system. Completion of the
training by each Williams employee will be tracked and monitored by the
Williams FERC Compliance Officer or her designee.
For DCP, the
Standards of Conduct training will be a training document provided by
Williams to DCP. Completion of the training by each of DCP’s Marketing
Function Employees will be tracked by DCP and a summary provided to Williams
FERC Compliance Officer or her designee.
Newly hired
Transmission Function Employees of DGT, Marketing Function Employees of
Williams or DCP, and officers, directors, supervisory employees and any other
newly hired employees of Williams or DCP likely to become privy to DGT‘s
Transmission Function Information will complete the training within 30 days
of the effective date of their employment.
Contractors who
have access to any non-public Transmission Function Information of DGT
through a FERC identified component must complete the Standards of Conduct
training module within 30 days of their start date or must complete the
Standards of Conduct training module within 30 days of being granted access
to the FERC identified component. A “FERC identified component” is any
DGT component (application, application’s sub-components, system or database)
that contains any non-public Transmission Function Information of DGT.
C. Compliance
Officer
As required by
section 358.8(c)(2) of the Standards of Conduct, Williams has designated
Allison Jenkins, a corporate employee, as the Williams FERC Compliance
Officer. The contact information for Ms. Jenkins is set forth below and
is posted on DGT’s Internet Web site:
Allison Jenkins
2800 Post Oak Blvd
Level 12
Houston, Texas
713-215-2238 – office phone
281-881-1660 – cell phone
In certain
instances, the Williams FERC Compliance Officer may designate others as
having responsibility for certain functions, such as Williams IT-Security for
computer access control.
Employees of DGT
can report infractions of the Standards of Conduct anonymously to the
Williams FERC Compliance Officer, by calling the Williams Action Line at 1-800-324-3606
or online at www.williams.ethicspoint.com.
D. Books and
Records
DGT will
maintain its books of accounts and records separately from those of its
affiliates that employ or retain Marketing Function Employees as required by
section 358.8(d) of the Standards of Conduct.
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