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4.1.1 In all workplace interactions, the principles of respect, dignity and professionalism are paramount. Alectra actively enforces its Respect in the Workplace policy which addresses violence, discrimination and harassment. We support an inclusive work environment in which individuals are accorded equity in employment processes, procedures and practices.

4.2.1 Those covered under this policy are expected to comply fully with all applicable laws, rules, and regulations. This includes complying both within the letter and spirit of the law.

4.3.1 A conflict of interest exists when an Individual’s personal interests interfere in any way, or appear to interfere, with the interests of the Company. A conflicting interest is a financial or other interest, whether direct or indirect, which may affect, or might reasonably be thought by others to affect, the judgment or conduct of an Individual in matters involving Alectra. Examples where a conflict may occur include when an Individual:

• reports to or is supervised by someone with whom they have a close personal relationship
• is engaged for personal gain by another organization, as an employee, consultant, or otherwise
• has a financial or other interest in another organization
• has an immediate family member with a financial or other interest in another organization
• is a director or officer of another organization

For each situation above, a conflict of interest is more likely to arise where it involves another organization that has business dealings with Alectra or any of its affiliates, or where future business dealings between Alectra and the outside organization are within reasonable contemplation to the best of an Individual’s knowledge.

The foregoing is not intended to be an exhaustive list. If any Individual has questions or concerns about any situation that may constitute a conflict of interest, they should discuss the matter with an Authorized Representative immediately.

4.3.2 All Individuals must conduct their business affairs in the best interests of Alectra by dealing with customers, suppliers, contractors, competitors, existing and potential business partners, and other Alectra employees in a manner that avoids a conflict of interest, whether real, perceived or potential.

4.3.3 Where there is a conflict, potential conflict, or the possibility of a perceived conflict, Individuals are expected to immediately inform an Authorized Representative, and as applicable or wherever possible remove themselves from the actual or potential conflict and follow the direction of the Authorized Representative.

4.3.4 If at any time an employee feels uncomfortable in dealing directly with their immediate leader with respect to an actual or potential conflict, the employee should either (i) bring their issue to the next level leader and the People Team, or (ii) report the matter in accordance with Alectra’s Whistleblower Policy.

4.3.5 In addition to the above, Alectra is committed to avoiding any involvement with conflicts of interest that outside parties might be experiencing. Alectra recognizes that if a party with whom it has business dealings is involved in a conflict of interest situation, Alectra might, knowingly or not, become involved in said conflict of interest as well. Alectra is committed to avoiding any such indirect involvement in a conflict of interest. Individuals must therefore carefully consider any such actual or potential conflict of interest, and whether Alectra might indirectly be involved in such conflict of interest, before entering into any business dealings on behalf of Alectra with outside parties.

4.3.6 Where circumstances make it appear, or should reasonably make it appear, to an Individual that there is or may be a conflict of interest described in Section 4.3.5, the above requirement means that any such Individual with the authority to enter into business dealings on behalf of Alectra must do all of the following before committing Alectra to business dealings with an outside party:

• make appropriate inquiries into any actual or potential conflicts of interest involving the outside party;
• consider whether entering into the business dealing with the outside party may result in a conflict of interest for either party; and
• consider whether, by entering into the contemplated business dealing, Alectra would be facilitating any conflict of interest with respect to the outside party.

After conducting the above steps, if the Individual is satisfied that there are no concerns regarding actual or potential conflicts of interest, they may proceed to enter into the proposed business dealing on behalf of Alectra. However, in the event that the above steps reveal concerns regarding an actual or potential conflict of interest, the business dealing must not be entered into until and unless Alectra is fully satisfied that no conflict of interest will arise from entering into the business dealing. This may require additional disclosure on the part of the outside party, modification of the proposed terms of the business dealing, or other appropriate measures.

4.3.7 In the event that any Individual becomes aware of the existence of an actual or potential conflict of interest relating to an outside party with whom Alectra is already involved in business dealings, the Individual shall immediately inform an Authorized Representative. In such an event, Alectra will conduct a thorough investigation of the issue. If it is determined that a conflict of interest exists, Alectra shall:

• make full disclosure of the conflict of interest to any legal authorities or other parties as appropriate; and
• cease business dealings with the outside party until such time as the conflict of interest can be remedied.

For clarity, the Individual who becomes aware of the actual or potential conflict shall be responsible only to inform an Authorized Representative and shall under no circumstances take the other steps detailed above, as these steps shall be undertaken only by Alectra as an organization.

4.3.8 Sections 4.3.6 and 4.3.7 address actual or potential conflicts of interest involving outside parties. Some business dealings that do not involve actual or potential conflicts of interest may nonetheless present the appearance, or create the perception, of a conflict. Individuals should therefore consider whether proposed or existing business dealings with outside parties may create such a perception or appearance. In any such case, the Individual should inform an Authorized Representative, and Alectra will then determine whether to enter into or continue the business dealing.

4.4.1 Alectra acknowledges that Individuals may be engaged in secondary employment and other external activities, however; to ensure a conflict of interest does not exist, Individuals are required to ensure the following:

• The activity does not interfere with their ability to perform their regular work for Alectra.
• The activity is not incompatible with Alectra’s policies.
• The activity is not performed on Alectra premises, during business hours/work time, or using Alectra’s property, technology or information.
• The other organization is not a supplier, customer or competitor of Alectra.
• The activity does not involve solicitation of a supplier, customer or Individual of Alectra.
• The activity is not illegal or unethical in nature.
• The activity does not have a potential negative effect on Alectra’s reputation or brand.

Employees must advise their immediate leader if they are engaged, or plan to engage in secondary employment or external activities that may be in conflict and Alectra will determine if a conflict exists. Other Individuals must also report any potential conflict arising from external activity to an Authorized Representative.

4.4.2 Where an Individual is involved in civic and political activities during their free time, they do so as an individual citizen and not as a representative of Alectra. It is the responsibility of every Individual to ensure that any comments that are made publicly in connection with political or interest group activities are done so on behalf of the organization they represent and not in their capacity as an employee of Alectra.

4.5.1 Alectra employees carry out our commitment to provide value to our shareholders while conducting themselves with honesty and integrity in all business relationships.

4.5.2 We exercise good business judgment in extending business courtesies and never offer or accept bribes, favours, or kickbacks to secure a business transaction.

4.5.3 Alectra’s commitment to integrity and ethical business conduct extends to its receipt of business information. Alectra will take all reasonable steps to ensure that it does not improperly receive any business information from any source including outside parties with which Alectra has business dealings. Alectra shall not procure, solicit, or accept benefit from the receipt of any business information, whether such receipt occurs through an Individual, an agent (including any outside parties with whom Alectra has business dealings), or otherwise, where circumstances make it appear, or should reasonably make it appear, that such information would be improper for Alectra to receive. Improper business information shall include any business information stemming from unlawful or improper conduct on the part of any party, or from any party’s breach of a legal duty.

4.5.4 In the event that Alectra becomes aware that it has received any improper business information, it shall immediately:

• limit access to the improper business information;
• take no inappropriate action based upon said information; and
• make full disclosure of the information to the owner of the information and to any legal authorities or other parties as appropriate.

Pursuant to the above, any Individual who becomes aware of or suspects that Alectra has received improper business information must immediately either (i) notify an Authorized Representative, or (ii) report the matter in accordance with Alectra’s Whistleblower Policy.

4.5.5 Alectra is committed to meeting or exceeding all environmental legislation and regulatory obligations, and to contributing to municipal economic development and the improvement of the natural environment.

4.6.1 Individuals have a collective responsibility to use the company’s assets for legitimate business purposes, to protect the assets from loss, fraud and theft, abuse and unauthorized use, and ensure that records are accurate, timely and complete.

4.6.2 Information is a key asset of the company. All Individuals are required to safeguard Alectra’s proprietary and confidential information, as well as, proprietary information entrusted to Alectra by customers, suppliers or business partners.

4.7.1 Alectra and all Individuals bear equal responsibility for workplace health and safety, and are committed to following applicable health and safety legislation in ensuring a safe workplace and working in a manner that does not endanger themselves or others.

4.7.2 All Individuals must undertake to protect the public interest with health and safety standards and programs that meet or exceed industry standards and applicable government codes, standards and regulations.

4.8.1 Alectra believes that being a good corporate citizen is an important measure of our success as a company. We give back to the communities in which Alectra employees live and work by focusing on activities that make a meaningful difference.

4.8.2 All Individuals are encouraged to contribute time and talent to community causes. Employees wishing to do volunteer work during working hours must notify their People leader. Employees should understand that approval may not necessarily be forthcoming.

4.9.1 All intellectual property which any Individual develops or contributes to the development of, with respect to services, products, equipment, facilities and/or other assets of Alectra during and in the course of employment or engagement shall be the property of Alectra without any payment to the Individual beyond any normal compensation paid by Alectra to the Individual.

4.10.1 Individuals will not at any time, either during the term of employment or engagement with Alectra or thereafter, divulge any confidential information received with respect to the personnel, operating, financial or other affairs of Alectra or any confidential information received from third parties, and all such information shall be kept confidential by the Individual. All Individuals are responsible for maintaining confidentiality throughout the process and to seek clarification from an Authorized Representative when required.