Code of Business Conduct and Ethics for Directors1

1As adopted by the Boards of Directors of PG&E Corporation and Pacific Gas and Electric Company on December 20, 2006, and amended by the Boards on December 16, 2009, December 21, 2011, and June 16, 2015.


2This Code sets forth key principles for guiding ethical conduct of each Company's directors. These principles also are reflected in the conduct standards set forth in the PG&E Corporation's Employee Code of Conduct and other policies, standards, and procedures adopted by the Companies and specific business or support groups.


3Under the laws of California, where each Company is incorporated, each director must exercise his or her powers in the interests of the applicable Company and its shareholders and not in his or her own interest or in the interest of another person or organization. However, transactions involving director conflicts of interest are not inherently improper if they are disclosed to and approved by a Company's Board of Directors or shareholders, or if they are "just and reasonable" to the Company at the time authorized, approved, or ratified.


4Under the laws of California, where each Company is incorporated, a director may not use his or her position to make personal profit or gain or for other personal advantage.