adfec code of conduct - ethicspoint

Code of Conduct HUMAN RESOURCES POLICIES & PROCEDURES

Document Title: Code of Conduct Page No. 2 of 54

Revision No. 1.0 Copyright Abu Dhabi Future Energy Company, PJSC. 2008. This document is the property of Abu Dhabi Future Energy Company, PJSC.

All rights reserved.

About this document This document is ADFEC’s code of conduct. It has been discussed, and where necessary, modified and approved by ADFEC’s Board of Directors.

It has been published as a guide to all ADFEC employees. Employees at all levels are expected to comply with the intent, terms and requirements of this document.




Message from the Chairman The premise of the ADFEC Code of Conduct is to ensure that each employee commits to an open and honest culture of acceptable behavior.

Your dedication and responsibility in upholding and following the Code protect our purpose, mission and vision, and are essential to our ability to conduct our business with integrity.

I ask that each employee accept the commitment to follow the Code of Conduct’s guidelines to the highest ethical standards, and to work with responsibility, at the professional and the personal levels.

Thank you,

Mr. Ahmed Al Sayegh




Message from the Chief Executive Officer The Code of Conduct is more than a set of rules; it is how we establish relationships and conduct business, at the highest ethical standards. Our reputation, and therefore our future as a business, depends on each of us, everywhere, every day, taking personal responsibility for the conduct of ADFEC’s business. The Code exemplifies our commitment to honesty and integrity.

The underlying philosophy of the Code is that there should be no gap between what we say and what we do. A crucial element is committing to an open culture where people feel secure in seeking advice and raising concerns. We believe that your commitment to the Code is essential to our growth and reputation. If you are unsure of what to do in particular circumstances or are concerned that the Code is being violated, you have a responsibility to speak up.

The effective implementation of the Code is the highest priority for all of us. Together we can show the world that ADFEC is a company united by clear values and the highest standards of behavior. It is on that basis that we will be judged not just as a company which delivers excellent financial returns, but as a company for which we can be proud to work.

Thank you,

Dr. Sultan Al Jaber




Revision history DOCUMENT CONTROL

Document Title: Code of Conduct Revision No.: 1.0

Document No.: ADFEC Code of Conduct Issue Date: 15-Feb-09

REVISION CONTROL

Revision No. Date Description Comments

1.0 15-Feb-09 Preliminary Issue Reviewed by : Corporate Manager, Human Resources

Proposed by: Endorsed by:

________________________ ________________________

Rania Saied Ho Ty Trinh

Corporate Manager, Human Resources VP Finance & Business Support

Approved by:

________________________ ________________________ ________________________

Dr. Sultan A. Al Jaber Ahmed Ali Al Sayegh Khaldoon Khalifa Al Mubarak

Chief Executive Officer Chairman CEO and Managing Director, Mubadala




Table of contents 1. Our Commitment to Integrity ........................................................... 11

1.1 Purpose ......................................................................................................... 11

1.2 Scope and application ................................................................................... 11

1.3 Personal commitment .................................................................................... 11

1.3.1 Responsibilities for the Code ...................................................................................... 12

1.3.2 Conditions of employment .......................................................................................... 12

1.3.3 Responsibility for knowing laws and Company policies .............................................. 12

1.3.4 Responsibility for knowing the Code ........................................................................... 13

1.3.5 Raising concerns and reporting violations .................................................................. 13

1.3.6 Non-retaliation for reporting violations ....................................................................... 13

1.3.7 The role of the Internal Audit Manager ........................................................................ 13

2. Our Corporate Values ....................................................................... 15

2.1 Tenacity – sustained persistence .................................................................. 15

2.2 Collaboration – teamwork and support .......................................................... 15

2.3 Innovation – breaking barriers ....................................................................... 16

2.4 Profitability ..................................................................................................... 16

2.5 Integrity .......................................................................................................... 16

2.6 Passion .......................................................................................................... 16

3. Acting with Integrity .......................................................................... 17

3.1 General principles .......................................................................................... 17

3.2 How we treat our colleagues ......................................................................... 17

3.2.1 Clarity, fairness and support ....................................................................................... 17

3.2.2 Keeping the workplace free from harassment ............................................................. 18

3.3 How we treat employees’ personal information ............................................ 18

3.3.1 Confidential personal employee information ............................................................... 18

3.3.2 Personal information in electronic records .................................................................. 19

3.4 Dress code .................................................................................................... 19

3.5 How we treat Company assets, funds and information ................................. 20

3.5.1 General requirements .................................................................................................. 20




3.5.2 Protecting the Company’s assets ................................................................................ 20

3.5.3 Using the Company’s time ......................................................................................... 21

3.5.4 Protecting the Company’s funds ................................................................................. 21

3.5.4.1 Protection against theft ............................................................................................................. 21

3.5.4.2 Invoices and claims ................................................................................................................... 21

3.5.5 Protecting the Company’s commitments and obligations ........................................... 22

3.5.6 Reporting and recording data and information ............................................................ 22

3.5.7 Responsibilities for financial information .................................................................... 22

3.5.7.1 General expectations ................................................................................................................. 22

3.5.7.2 Internal controls ........................................................................................................................ 23

3.5.7.3 Approval of variations ............................................................................................................... 23

3.5.7.4 Reporting transactions and financial matters ............................................................................. 23

3.5.8 Reporting external relationships ................................................................................. 23

3.5.9 Document retention, care and confidentiality .............................................................. 24

4. Business Confidentiality .................................................................. 25


4.2 Intellectual property and other confidential information ................................. 25

4.2.1 The Company’s intellectual property ........................................................................... 25

4.2.2 Other confidential information..................................................................................... 25

4.3 Safeguarding intellectual property and other confidential information .......... 26

4.3.1 Disclosing information ................................................................................................ 26

4.3.2 Using intellectual property and confidential information ............................................. 26

4.3.3 Sharing intellectual property for Company business ................................................... 27

4.4 Intellectual property and information belonging to others ............................. 27

4.4.1 Respecting other companies’ intellectual property ...................................................... 27

4.4.2 Using information obtained from other organizations ................................................. 27

4.4.3 Copying documents .................................................................................................... 28

4.4.4 Receiving confidential information from others........................................................... 28

4.4.5 Confidential information from previous employers ..................................................... 28

4.5 Document Security ........................................................................................ 28

4.5.1 Clear desk policy ......................................................................................................... 28

4.5.2 Removal of documents, information and data ............................................................. 29

5. Digital System Use and Information Technology Security ............ 30


5.2 Acceptable use of digital systems ................................................................. 30




5.2.1 What “acceptable use” means ..................................................................................... 30

5.2.2 Transmitting, storing and receiving data and information ........................................... 30

5.3 Digital system and information security ......................................................... 31

5.3.1 Digital system security policies and procedures.......................................................... 31

5.3.2 Helping to support digital system and information security ........................................ 31

5.4 Personal use of digital systems and information ........................................... 32

6. Integrity in Dealing with Others ....................................................... 33


6.2 Dealing with governments and regulatory officials ........................................ 33

6.2.1 Responding to requests from governments and regulatory officials ........................... 33

6.2.2 Government or regulatory agency enquiries or investigations ..................................... 33

6.2.3 Preserving records and information ............................................................................ 33

6.2.4 Cooperation with government and regulatory officials ................................................ 33

6.3 Bribery and corruption ................................................................................... 34

6.3.1 Understanding bribery and corruption ........................................................................ 34

6.3.1.1 Bribery of government officials .................................................................................................. 34

6.3.1.2 Commercial bribery ................................................................................................................... 34

6.3.2 Avoiding bribery and corruption.................................................................................. 35

6.4 Dealing with business partners: gifts and entertainment ............................... 35

6.4.1 General principles ....................................................................................................... 35

6.4.2 Categories of gifts and entertainment.......................................................................... 36

6.4.3 The “Usually acceptable” self-approval test ................................................................ 36

6.4.4 Gifts and entertainment that may be acceptable with prior approval ........................... 37

6.4.5 Gifts and entertainment that are always unacceptable ................................................. 37

6.4.6 Dealing with government, joint venture and state company delegations ..................... 38

6.4.7 Providing ADFEC-endorsed “Giveaways” .................................................................... 38

6.4.8 Fees and honorariums ................................................................................................ 39

6.4.9 Recording gifts and entertainment .............................................................................. 39

6.5 Working with suppliers ................................................................................... 39

6.5.1 General principles ....................................................................................................... 39

6.5.2 Guidelines for choosing suppliers ............................................................................... 39

6.5.3 Guidelines for monitoring suppliers ............................................................................ 40

7. Conflict of Interest ............................................................................ 41


7.1.1 Understanding conflict of interest ............................................................................... 41




7.1.2 Expectations of ADFEC employees .............................................................................. 41

7.2 Examples of conflict of interest ...................................................................... 42

7.2.1 Personal affiliations and activities ............................................................................... 42

7.2.2 Working for more than one employer ......................................................................... 42

7.2.2.1 General principles...................................................................................................................... 42

7.2.2.2 Cases where outside professional work may be permitted ......................................................... 42

7.2.3 Loans and other personal benefits .............................................................................. 43

7.2.4 Jobs and affiliations of immediate family members .................................................... 43

7.2.5 Relationships with other organizations ....................................................................... 43

7.2.5.1 Membership on boards of directors .......................................................................................... 43

7.2.5.2 Investments .............................................................................................................................. 44

7.3 Reporting conflict of interest .......................................................................... 44

8. Health, Safety, Security and the Environment ................................ 45


8.2 Our responsibilities ........................................................................................ 45

8.2.1 Compliance with HSSE management requirements ..................................................... 45

8.2.2 Keeping the workplace safe ......................................................................................... 45

8.2.3 Protecting the environment ......................................................................................... 46

9. Money Laundering ............................................................................ 47


9.2 Payment irregularities .................................................................................... 47

9.3 Due diligence to verify the integrity of business partners .............................. 47

10. External Communications ................................................................ 49

11. Administration, Compliance and Disciplinary Action .................... 50

11.1 Compliance and Review of Compliance ........................................................ 50

11.2 The role of Human Resources & Administration ........................................... 50

11.3 Reporting Violations and Suspected Violations ............................................ 50

11.4 Non-retaliation ............................................................................................... 50

11.5 Investigation of Reported Violations .............................................................. 51

11.6 Disciplinary Action and Proceedings ............................................................. 51

11.6.1 Application of disciplinary action ................................................................................ 51

11.6.2 General provisions ...................................................................................................... 51

11.6.3 Special Provisions Applicable to Senior Executives ..................................................... 52

11.6.4 Disciplinary Proceedings ............................................................................................. 52

11.6.4.1 Disciplinary Proceedings in relation to offences not deemed gross misconduct ........................ 52




11.6.4.2 Disciplinary proceedings in the case of gross misconduct ......................................................... 52

11.7 Disclaimer ...................................................................................................... 53

11.8 Revisions and Updates to this Code ............................................................. 53

12. Acknowledgement ............................................................................ 54

Code of Conduct Chapter 1

Abu Dhabi Future Energy Company, MASDAR OUR COMMITMENT TO INTEGRITY




1. OUR COMMITMENT TO INTEGRITY

1.1 Purpose The purpose of the Abu Dhabi Future Energy Company (hereinafter referred to as “ADFEC” or “the Company”) Code of Conduct (hereinafter referred to as “the Code”) is to ensure that each employee works with the utmost integrity and complies with all applicable laws and regulations, in a manner that excludes any consideration of personal advantage or gain. The Code is supported by ADFEC, the Government of Abu Dhabi, and Mubadala.

The Code concerns:

• the treatment of others • confidentiality of information • conflict of interest and ethical business dealings • relations with business partners and government bodies • health, safety, security and environmental concerns • investigation and disciplinary proceedings in the event of violations of the

Code • how the Code is administered

The Code supports laws and regulations in countries where ADFEC operates. In addition, it describes and explains ADFEC’s expectations and standards of ethical, responsible behavior even where such expectations and standards may not have the force of law.

1.2 Scope and application The Code is applicable to all employees (including direct hires, temporary contractors, interns, trainees, consultants, secondees, directors, etc.).

Employees who engage external organizations (contractors, agents or consultants) to work on behalf of ADFEC must seek to make these organizations aware of the Code, and ensure their co-operation in adhering to this Code.

1.3 Personal commitment This Code represents ADFEC’s commitment and the commitment of each employee to “Doing what is right”. By working for ADFEC, you are agreeing to uphold this commitment. Therefore, you are required to understand and adhere to the Code and its standards, instructions and guidelines as they may apply to your job.






1.3.1 Responsibilities for the Code

ADFEC’s Board, directors and managers are responsible for preparing, communicating and evaluating the Code. They, and every employee, are responsible and accountable for following it.

1.3.2 Conditions of employment

The Code includes, but is not limited to, the following fundamental conditions of employment:

• complying with all applicable laws and regulations (in the UAE and all other countries where ADFEC does business);

• complying with all applicable Company policies; • acting ethically and responsibly at all times; • reporting any suspected misconduct, illegal activity, fraud, abuse of

Company assets or other violation of ethical standards and of this Code; and

• signing an annual ethics compliance declaration.

The conditions above apply to everyone. People responsible for others have the following additional obligations under the Code:

• promoting compliance by example; in other words, acting as role models for integrity, honesty and transparency;

• making sure that those who report to them understand the Code’s requirements and have the resources to meet them;

• monitoring compliance on the part of the employees they supervise; • enforcing the Code consistently; • supporting employees who report Code violations; and • encouraging employees who, in good faith, raise questions or concerns.

1.3.3 Responsibility for knowing laws and Company policies

ADFEC employees are not expected to know every law in every jurisdiction where ADFEC operates, but they are responsible for finding out what these laws say, if required. Should employees have any doubts about what a law entails, they are responsible for consulting the Company’s Legal Counsel, Internal Audit Manager, or their director.

In the same way, if an employee is not sure how a Company policy applies to their work or has questions concerning what might be the correct course of action in a situation, the employee is responsible for seeking advice.






1.3.4 Responsibility for knowing the Code

In order for ADFEC and its employees to be recognized for ethics, transparency and integrity, violations of the Code cannot be permitted. Therefore, we are each responsible for knowing and upholding the Code – finding out what it means, clarifying its articles and understanding how these apply to our work.

1.3.5 Raising concerns and reporting violations

It is everyone’s responsibility to report known or suspected Code violations. If you are unsure about the proper course of action, seek advice.

Asking questions and raising concerns

If you are in any doubt about whether to report something, ask these questions:

• Does the action you are concerned about appear to be illegal? • Does it comply with the Code? • Is it in line with ADFEC’s values? • Does it expose ADFEC to any unacceptable risks? • Does it match our commitments and guarantees that we have made to others? • What would others think about this action – your manager, colleagues or family?

• How would this look if reported in the newspapers? • Does it feel right?

1.3.6 Non-retaliation for reporting violations

It is ADFEC’s policy to protect employees who report, in good faith, the conduct of others. Rest assured that, should you report something to the Internal Audit Manager, you will not be subject to punishment or retaliation.

The information you report will be kept confidential, and will be followed by investigation.

Contact ADFEC’s Hotline

(Under Establishment)

The Company expects that everyone involved in an investigation will cooperate fully. Employees who cooperate in investigations will receive all due support and consideration.

1.3.7 The role of the Internal Audit Manager

The Company’s Internal Audit Manager is the person designated to oversee and ensure compliance with the Code. Employees are encouraged to talk to






the Internal Audit Manager about potentially illegal or unethical behavior and, when in doubt, about the best course of action in a particular situation.

The Internal Audit Manager’s duties include, but are not limited to:

• seeking to prevent unlawful or unethical business conduct and to detect an incorrect action if it occurs;

• continuously assessing compliance risks and ensuring that internal controls are responsive to these risks;

• providing support to help employees comply with the Code and applicable laws;

• providing and overseeing compliance training and communications; • overseeing internal investigation processes; • reviewing and promoting consistent disciplinary procedures for breaches

of the Code and incorporating compliance and ethics into the performance appraisal process; and

• providing independent reports on compliance performance to the Chairman and board committees, when required.


Abu Dhabi Future Energy Company, MASDAR OUR CORPORATE VALUES




2. OUR CORPORATE VALUES ADFEC employees should be aware of Mubadala’s core values and embrace them. Therefore, each employee shall, throughout their tenure at ADFEC, make their best effort to adhere to ADFEC’s core values in every aspect of their employment. ADFEC’s core values are:

• tenacity; • collaboration; • innovation; • profitability; • integrity; and • passion.

Our core values guide the way we work and do business. In addition, this Code reflects and supports our core values.

2.1 Tenacity – sustained persistence Tenacity and sustained persistence mean following through tasks and commitments to ensure that they are completed on time, to a very high standard and to the satisfaction of customers and stakeholders.

People working with tenacity work hard to solve problems, overcome obstacles and achieve results, even when faced with challenges.

How does this apply to the Code? Acting ethically and responsibly is not always easy. We are often tempted to “take the easy way out” and avoid facing difficult issues. With tenacity, we can deliver on our promises and set an example of integrity and ethics in business.

2.2 Collaboration – teamwork and support Collaboration applies to our day-to-day tasks and projects. We work as team members or leaders, and depend on others for success. This teamwork extends beyond the Company’s boundaries, and includes working with contractors, government officials, shareholders and suppliers.

Collaboration is only possible where people trust one another, and trust is based on expectations of honesty and ethical business dealings. Therefore, this Code and the behaviors it applies to should be seen as supporting, and essential to successful collaboration.


Abu Dhabi Future Energy Company, MASDAR OUR CORPORATE VALUES




2.3 Innovation – breaking barriers Innovation is what ADFEC is all about. The Company’s objectives include being a world leader in environmental innovation and standards. What does this have to do with the Code?

The science and technology products and systems that ADFEC develops are intellectual property assets of great value. They must be protected and kept secure, and all employees play a role in doing this. Thus, confidentiality and security, two major components of this Code, help to ensure that ADFEC can be a successful innovator.

2.4 Profitability ADFEC’s profitability and financial security in general depend on the highest levels of expertise and prudence in financial decisions, reporting and care for the Company’s funds.

This Code supports profitability by emphasising the importance of sound financial reporting, accuracy and honesty in accounting and avoiding conflicts of interest and business practices that could misuse the Company’s funds and put its financial position at risk.

2.5 Integrity This core value means matching actions to words and meeting commitments. People with integrity keep promises, are willing to make and follow up difficult decisions and can be relied on to do the right thing at all times.

This Code clarifies what integrity means in how we treat each other and how we work with government bodies and private sector organizations. As a result, it guides employees at all levels in how to apply this core value.

2.6 Passion Passion is what motivates us – the desire and drive to succeed, to collaborate, to innovate and achieve our goals. This Code is based on, and articulates, the Company’s passion for ethical, responsible conduct and business relationships.


Abu Dhabi Future Energy Company, MASDAR ACTING WITH INTEGRITY




3. ACTING WITH INTEGRITY

3.1 General principles “Acting with integrity” means acting ethically and responsibly in the way we treat our colleagues, the Company, and the Company’s assets and information: with respect, care, honesty and fairness at all times.

3.2 How we treat our colleagues

3.2.1 Clarity, fairness and support

All employees want and deserve a workplace where they feel respected and appreciated. ADFEC aspires to create a work environment of mutual trust and respect, in which diversity and inclusion are valued and where people who work for ADFEC:

• know what is expected of them in their job; • have open, constructive conversations with their line manager(s) about

their performance; • are helped to develop their capabilities; • are recognized and competitively rewarded for their performance based

on merit; • are listened to and are involved in improving team performance; • are fairly treated, with respect and dignity, without discrimination; and • feel that their personal priorities are supported by management.

In support of these aspirations, directors and line managers:

• make decisions regarding recruitment, selection, development and advancement of employees based on merit, qualifications, demonstrated skills and achievements;

• avoid allowing factors such as race, color, religion, gender, age, national origin, sexual orientation, gender identity, marital status or disability to influence their judgment;

• encourage open communication between managers and non-managerial employees;

• always seek to influence other parties with whom we work (contractors, agents) to do the same.

Non-managerial employees support these aspirations by:

• treating their colleagues respectfully; • helping others to learn and develop;






• finding out what is expected of them; • raising concerns openly to their line manager(s)/directors; and • following the Company’s policies and procedures.

3.2.2 Keeping the workplace free from harassment

Harassment occurs when employees use words, actions or behavior that intimidate or offend others. Harassment is destructive to a positive work environment. ADFEC will not tolerate any form of abuse or harassment, whether directed towards employees or external parties (e.g., contractors). This includes:

• behavior that could be characterized as offensive, intimidating, malicious or insulting;

• any form of sexual harassment: i.e. unwelcome sexual advances, requests for sexual favors, physical contact or repeated sexual suggestions;

• creating a hostile or intimidating work environment; • unreasonably interfering with an individual’s work performance; • affecting an individual’s employment opportunity; • humiliating, denigrating or injuring another person; • making racial, ethnic, religious, age-related, or sexual jokes or insults; • distributing or displaying offensive material, including inappropriate

pictures or cartoons; • misusing personal information; or • spreading malicious rumors or using voicemail, e-mail or other electronic

devices to transmit derogatory or discriminatory information.

Raising concerns

Report any instances of harassment and seek advice if you have a concern in this area – whether it concerns you, those to whom you directly report or others. If you feel you are a victim of harassment of any kind, contact your line manager or HR & Administration.

3.3 How we treat employees’ personal information

3.3.1 Confidential personal employee information

ADFEC is committed to respecting the confidentiality of its employees’ personal information. The Company’s policy is to acquire and retain only personal data required for the Company’s operations.






Every employee is responsible for providing HR & Administration with accurate personal data, and for notifying HR & Administration promptly with any updates.

The following guidelines apply to all employees, at all levels, in using employee information:

• employees with access to the personal data of other employees may not, under any circumstances, show, e-mail, SMS or pass hard copies of this information to employees who are not authorized to have this information;

• access to personal data is strictly limited to Company personnel with appropriate authorization and a clear business need for that information;

• those with access to personal employees’ data may use it only for the purpose for which it was collected;

• employee data may not be supplied to people or organizations outside ADFEC unless they are authorized to have the information;

• personal data must not be held longer than necessary to meet the legal or business reason for which authorization was given.

Check first

If you are asked to supply personal data about an employee to someone else, check first that this does not constitute a breach of confidentiality. Ask your line manager or seek advice from the Internal Audit Manager.

3.3.2 Personal information in electronic records

Just as ADFEC respects employees’ privacy and seeks to protect personal data in its care, the Company reserves the right to collect, store, view and use any data held in Company-owned electronic media such as:

• electronic mail boxes • hand-held devices • hard drives

Data and information on these media are not private, regardless of the subject or purpose of the data or information. Records of your electronic communications may be made and used for a variety of reasons, and may be subject to monitoring or auditing at any time and without notice.

3.4 Dress code Please refer to the dress code in the HR Policies and Procedures.






3.5 How we treat Company assets, funds and information

3.5.1 General requirements

This section of the Code provides guidelines for the responsible and ethical use of Company assets, funds and information. It applies to all data, information, media, equipment, financial assets and instruments, and to real assets (property).

“Responsible use” means use that puts the Company’s interests first. In general, “responsible use” excludes the use of Company assets and information that might put the Company, its business objectives and operations, and its employees, contractors, principals and stakeholders at risk.

“Ethical use” means use that respects the rights of others – people and organizations. It excludes any action that might violate the rights of others, injure them (actually or potentially) or involve the use of the property of others for personal gain.

Thus, for example, disclosing private personal information about one employee to another is unethical, because it violates the employee’s right to have that information kept confidential. In the same way, using a Company vehicle for one’s own personal use is unethical because it violates the rights of the Company to how its property may be used.

If you are in doubt about how to use Company assets and information ethically and responsibly, ask

We are sometimes asked to do something that might be, or might seem unethical or irresponsible. If you have any doubts about whether something is right or not, ask your line manager or check with the Internal Audit Manager.

3.5.2 Protecting the Company’s assets

Each of us is responsible for the proper use of the Company’s physical resources, time, and property. You are responsible for ensuring that any property that you use or come into contact with as part of your work is not damaged, misused or wasted. We each have a duty to report the abuse of property by others.

Therefore, offices, equipment, supplies and other resources owned by ADFEC, including portable/mobile devices, may not be used for activities that are not related to your employment with ADFEC, except for limited, occasional or incidental personal use. This includes using Company-supplied mobile phones to call home in emergencies.






Clearly, it follows that no ADFEC assets may be sold or assigned to people outside the Company, and may only be reassigned to people in the Company with the required approvals.

3.5.3 Using the Company’s time

During work hours, employees are expected to be engaged in their work. Employees should apply good judgment and use company time responsibly if undertaking any personal activity during work hours. Employees who are required to report their hours worked in timesheets must do so truthfully and accurately.

3.5.4 Protecting the Company’s funds

Company funds must be guarded against misuse, loss, fraud and theft. This includes Company monies advanced to employees and any business/training travel, entertainment, procurement or Company credit cards that employees may hold. Each employee is responsible for making sure that these funds (or cards) are not lost.

Responsibility for the Company’s funds includes:

• care of actual money and/or its equivalent (vouchers, for example); • due diligence and care in submitting claims; • due diligence and care in approving claims, purchase orders, invoices and

variations.

When in doubt, ask

If you are in doubt about what due diligence means, or whether or not to approve a claim or invoice, check first.

3.5.4.1 Protection against theft Employees found stealing or attempting to steal Company funds or property, including documents, equipment, intellectual property, personal property of other employees, cash or any other items of value, shall be subject to immediate termination of employment and possible criminal proceedings.

Employees who knowingly fail to report or otherwise conceal theft by other employees shall be held accountable.

Employees are expected to report any theft (or attempted theft) to their line managers immediately.

3.5.4.2 Invoices and claims All employees must ensure that that claims, vouchers, bills and invoices are accurate (wholly, exclusively, and necessarily incurred for the benefit of ADFEC) and submitted in a timely manner.






This applies to the submission and approval of claims. For example, employees authorized to approve expense claims should be careful not to approve a report where they know or suspect that any portion of the underlying expenses were not incurred or are not accurate.

In general, a review of the documents supporting a claim should be sufficient to satisfy this requirement. Where there is any doubt about the truthfulness of a claim, the employee responsible for approving it should refer the matter to his/her line manager/director as appropriate.

3.5.5 Protecting the Company’s commitments and obligations

We all share responsibility for the Company’s business and reputation. In particular, employees dealing with suppliers and customers must take care that their actions do not, deliberately or accidentally, lead to obligations or commitments for the Company that would not normally be authorized. Thus, communication with external parties must be clear and definite. This applies especially to contracts, and to pre-purchase and pre-contract communication.

3.5.6 Reporting and recording data and information

The honest, accurate and objective recording and reporting of information, financial or non-financial, is essential for:

• preserving ADFEC’s credibility and reputation; • meeting ADFEC’s legal and regulatory obligations; • meeting ADFEC’s responsibilities to shareholders and other stakeholders;

and • enabling business decisions and actions to be made based on accurate

data.

All data that ADFEC employees create, whether financial or non-financial, must accurately reflect transactions and events. This is true whether the data is in paper documents, computer-based or other media.

Falsifying records or misrepresenting facts may constitute fraud. Fraud is not permitted by ADFEC, violates this Code and can result in civil and/or criminal liability for the employees concerned and for ADFEC.

3.5.7 Responsibilities for financial information

3.5.7.1 General expectations We are required under UAE law, financial reporting standards and international best practices to keep books, records and accounts that accurately reflect all transactions, and to maintain an adequate system of internal accounting and controls.






These reflect Generally Accepted Accounting Standards, UAE company law and other regulatory regimes.

Employees with responsibility for books, records and accounts are expected to:

• familiarize themselves with the standards and/or laws applicable; • ensure that those portions of books, records and accounts for which they

are responsible are valid, complete, accurate and supported by appropriate documentation in verifiable form.

3.5.7.2 Internal controls All employees with responsibility for ADFEC’s assets or records are expected to establish and implement appropriate internal controls over all areas of their responsibility. The Company has adopted and will continue to adopt controls and procedures to meet internal needs and applicable laws and regulations.

3.5.7.3 Approval of variations Any accounting entries or adjustments that materially depart from financial reporting standards must be approved by ADFEC’s Audit Committee and reported to our independent auditors.

Under no circumstances may employees, at any level, interfere with or seek to influence improperly (directly or indirectly) the review or auditing of our financial records by the Audit Committee or independent auditors.

Employees who become aware of any questionable transaction or accounting practice are expected to report the matter immediately to the Internal Audit Manager or to a member of the Audit Committee.

3.5.7.4 Reporting transactions and financial matters All transactions must be properly authorized and accurately recorded. By extension, no undisclosed or unrecorded account, funds or “off the book” assets may be established or maintained.

Likewise, GAAP standards are considered applicable and in force at all times concerning the reporting of expenses and revenues. On no account may employees improperly accelerate or defer expenses or revenues to achieve financial results or goals.

3.5.8 Reporting external relationships

Employees are required to report relationships outside the ordinary course of business with entities or other persons that may have material current or future effects on our financial condition or the results of our operations, to the Internal Audit Manager or a member of the Audit Committee.






3.5.9 Document retention, care and confidentiality

Certain types of documents and records must be retained for specific periods of time, because of legal and regulatory requirements or contractual obligations. These periods of time, and the types of documents and records covered, may vary from time to time and will be announced as appropriate.

If you do not know what to do, ask

If you are in doubt about which documents must be retained, for how long and in what form, consult your line manager, the Internal Audit Manager or ADFEC Legal Counsel.

Should you become aware that documents or records of any type may be required in connection with a lawsuit or government investigation, or be subject to internal/external audit, preserve the documents as necessary. If you are uncertain whether documents or records under your control should be preserved because they might relate to a lawsuit or investigation, contact ADFEC Legal Counsel or our Internal Audit Manager.


Abu Dhabi Future Energy Company, MASDAR BUSINESS CONFIDENTIALITY




4. BUSINESS CONFIDENTIALITY

4.1 General principles Business confidentiality applies to the security and confidentiality of intellectual property and confidential information entrusted by ADFEC to employees. This includes any information supplied by ADFEC personnel or contractors, suppliers and others where the information concerns ADFEC.

Information imparted in confidence must be held in confidence, and this obligation extends beyond the end of an employee’s service with ADFEC.

4.2 Intellectual property and other confidential information

4.2.1 The Company’s intellectual property

At ADFEC we regularly produce valuable, non-public ideas, strategies and other business information. This information is essential to the Company’s ability to grow and compete. It constitutes ADFEC’s intellectual property, owned by the Company. It is the duty of everyone to protect it.

ADFEC’s intellectual property includes:

• patents; • copyrights; • trademarks and service marks; • confidential information generated by ADFEC, such as:

sales, marketing and other corporate databases; marketing strategies and plans; research and technical data; business ideas, processes, proposals or strategies; information about new product development; software bought or developed by the Company; information used in trading activities including pricing, marketing and

customer strategies.

4.2.2 Other confidential information

In addition to information that can legally be classified as intellectual property, ADFEC’s employees are also responsible for protecting information that is:

• supplied by or on behalf of ADFEC, its associates or associated undertakings in writing or orally and before or after the date of an employee’s engagement;






• obtained by the employee in writing or orally, through or following discussions with the management, employees, agents or advisers of ADFEC, its associates or associated undertakings;

• acquired by observation by the employee at the offices or other premises of ADFEC, its associates or associated undertakings; or

• consisting of any reports, analyses, compilations, studies or other documents prepared by, on behalf of, or for, ADFEC, its associates or associated undertakings.

4.3 Safeguarding intellectual property and other confidential information

4.3.1 Disclosing information

Employees may disclose ADFEC-related information (whether or not this information is classified as intellectual property) only to those authorized to receive it. In practice, this means employees with clearance/authorization. In general, all information that employees read, hear, learn or have responsibility for at ADFEC belongs to ADFEC and may not be disclosed outside the Company except with approval. This applies to family members.

Care must be taken to avoid accidentally disclosing information: for example, disclosing confidential information to an authorized employee, in the presence of someone not authorized to receive the information. This includes leaving information on employees’ desks, talking on the telephone, leaving computers logged on while on breaks and other forms of accidental disclosure on Company premises or in other locations (such as airplanes).

4.3.2 Using intellectual property and confidential information

Following the general requirements described above, employees may not use ADFEC information (of whatever type) for personal benefit: in other words, they may not sell this information, pass it on to contractors/bidders or use it to influence people in or outside the Company.

Proprietary words, slogans, symbols, logos or other devices used to identify ADFEC and its proprietary methods and services are important business tools and valuable assets, which require care in their use and treatment. Employees may not normally enter into any agreements involving the use of these tools without consulting a member of ADFEC’s Marketing & Corporate Communication and the Legal Team. This applies, for example, where a supplier requests the ADFEC logo, or ADFEC letterhead.






4.3.3 Sharing intellectual property for Company business

On occasion, we need to share ADFEC’s intellectual property with persons outside of ADFEC. For example, a third party may need access to design drawings in order to work effectively with us. However, even when there may be a legitimate reason to share proprietary information, this must be supported by a written confidentiality agreement approved by ADFEC’s Legal team.

4.4 Intellectual property and information belonging to others

4.4.1 Respecting other companies’ intellectual property

Just as we protect our own intellectual property and confidential information, we also respect the rights of others to confidentiality. Thus, using the trademark or service mark of, or referencing for marketing purposes, another company (even one with whom ADFEC has a business relationship), requires clearance or approval by ADFEC’s Marketing and Legal teams to determine whether the use of the other company's mark is allowable.

The unauthorized use of copyrighted or patented materials belonging to other organizations and/or their employees is not allowed, except where permission has been granted. This includes text and images from websites, audio and video clips and other media.

Employees engaged in research and development may use publicly available information (such as magazine articles) but may not knowingly use patented designs, data and the results of research conducted by others.

4.4.2 Using information obtained from other organizations

In the normal course of business, employees acquire information about many other organizations, including clients, suppliers and competitors. This is a normal business activity and is not unethical in itself. We also collect information on competitors from a variety of legitimate sources to evaluate the relative merits of our own business practices.

There are limits to the ways in which this information should be acquired and used. ADFEC employees are not permitted to steal information or obtain it through deception. Similarly, employees may not use information from other organizations to harm those organizations or deprive them of revenues and business. An example of this could involve an employee obtaining a price list from a supplier and then passing this list to one of the supplier’s competitors.

In general, information must be used only for the purposes for which it was disclosed, and it should be made available to other employees only where they have legitimate reasons for receiving it.






If you do not know what constitutes allowable use of information, ask

If you have any doubts about the allowable use of information obtained from another company, or if someone has asked you for such information and you are not sure whether the request is ethical, ask your line manager.

4.4.3 Copying documents

Documents produced by government departments and by private sector organizations may be deemed confidential by their owners. As a general rule, employees should not copy documents from external parties unless authorized to do so.

If you do not know what to do, ask

If you are in doubt about which documents may/may not be copied, consult your line manager.

4.4.4 Receiving confidential information from others

Employees are advised not to accept confidential information from others – within and outside ADFEC, unless they have been authorized to do so. This includes receiving packages delivered to ADFEC where you are not the consignee.

4.4.5 Confidential information from previous employers

Employees should avoid bringing information from previous employers where that information might be considered confidential: for example, accounts information, policies and procedures and computer records.

4.5 Document Security

4.5.1 Clear desk policy

A common risk to the security of confidential information and intellectual property is carelessness and the improper storage of hard copies. Leaving documents on desks, piled on cabinets or on the floor is negligent.

Only documents that are easily reproducible or contain non-sensitive reference material may be stored outside of desks or filing cabinets. Such documents must be left on desks in a tidy fashion, and not on the floor or on top of filing cabinets. Drawers and cabinets must be locked at the end of the day.

Following this clear desk policy mitigates accidental loss and destruction of documents, and helps to secure information.






4.5.2 Removal of documents, information and data

Documents, information and data that are or could be deemed confidential may not be removed from ADFEC’s premises without the approval of the appropriate authorities.


Abu Dhabi Future Energy Company, MASDAR DIGITAL SYSTEM USE AND INFORMATION TECHNOLOGY SECURITY




5. DIGITAL SYSTEM USE AND INFORMATION TECHNOLOGY SECURITY

5.1 General principles For the purposes of this Code, the term “digital systems” includes all Company-owned hardware and software, networks and storage devices. This section of the Code explains the responsible and ethical use of these assets and the data and information stored and processed on them.

Digital systems and information are critical Company property. Using digital systems and information involves potential risks to security and to the confidentiality of information.

Everyone who uses digital systems – full-time employees, contractors, consultants and employees with temporary access – has an obligation to use these resources with care, and according to the intention and terms of this Code and ADFEC’s policies and procedures.

5.2 Acceptable use of digital systems

5.2.1 What “acceptable use” means

In general, digital systems and information are to be used only for their intended purposes – for Company business. Any use that does not comply with this Code and with Company policies and procedures is deemed unacceptable. This includes any use for personal gain, use contrary to the laws of the UAE and other countries in which ADFEC operates, and any use that might put the Company at risk.

Avoid irresponsible or unethical use of digital systems and information

Note that the principles followed for business confidentiality in general apply to the use of digital systems and information. If you have any doubt about what to do, ask your line manager.

5.2.2 Transmitting, storing and receiving data and information

The following data/information/materials may not be transmitted (sent, received, downloaded, stored and/or distributed) using ADFEC’s digital systems:

• confidential data about individuals; • confidential Company information; • copyrighted or licensed materials; • pornographic, sexually explicit or sexually exploitative images or text;






• any materials promoting violence, hatred, terrorism or the intolerance of others; or

• any material that is harassing, obscene, abusive or inconsistent with ADFEC’s non-harassment and equal opportunity policies.

5.3 Digital system and information security

5.3.1 Digital system security policies and procedures

Under ADFEC’s privacy and data protection policies, and within the bounds of the law, ADFEC may access and monitor computer files and electronic communications stored on its servers, PCs and other devices for maintenance, business need or to meet a legal or policy requirement.

E-mail, internet or telephone use suspected of being inappropriate may be investigated at the discretion of ADFEC. ADFEC reserves the right to monitor e-mails sent and received, internet sites accessed or the telephone calls made by employees, in connection with such an investigation.

In the event that employees receive inappropriate unsolicited material, e.g. through e-mail spam, they should forward it to ADFEC’s Information, Communication and Technology Department and delete it immediately. If the Company identifies any obscene material on its digital systems or premises, or any other behavior which is inconsistent with the terms of this Code and/or the policies of the Information, Communication and Technology Department, disciplinary action will be taken.

5.3.2 Helping to support digital system and information security

Effective security is a team effort, requiring the participation and support of everyone who uses ADFEC’s digital systems. Employees using ADFEC computers (desktops and laptops) play an important role in maintaining security. They can contribute by:

• keeping their passwords confidential; • changing their password at regular intervals; • always logging off when leaving work stations and computers unattended; • not copying or removing software or data from ADFEC’s systems and

premises without authorization; • logging out and exiting systems correctly; and • not downloading software and attachments within e-mails before checking

with IT.






5.4 Personal use of digital systems and information The limited, reasonable personal use of digital systems and information is permitted. However, personal use cannot be allowed to interfere with Company business, put the Company at risk or involve anything that would normally be considered illegal or unethical.

Examples of acceptable personal use include:

• accessing news or weather sites on the Internet; • accessing holiday planning or travel information sites on the Internet; and • occasionally accessing personal web-based e-mail accounts from a

service approved by ADFEC.

The following are considered unacceptable:

• putting business data and system use at risk; • consuming more than a trivial amount of network space or other ADFEC

resources (e.g. downloading large files or accessing streaming audio or video for personal);

• interfering with employee productivity or the productivity of others doing ADFEC work;

• soliciting other users or operating non-ADFEC business enterprises; • damaging the Company’s reputation (e.g. download of offensive material); • using digital systems for illegal, fraudulent or malicious purposes; • copying or transmission of any material in violation of anyone's legal

rights; and • sending or forwarding chain mail or using chat or gambling Internet sites.


Abu Dhabi Future Energy Company, MASDAR INTEGRITY IN DEALING WITH OTHERS




6. INTEGRITY IN DEALING WITH OTHERS

6.1 General principles ADFEC’s external relationships are critical to our success. “Integrity in dealing with others” means being fair, transparent, ethical and law abiding in all our relationships with individuals and organizations outside the company.

This is an extension of the principles described in Section 3 (“Acting with Integrity”).

6.2 Dealing with governments and regulatory officials

6.2.1 Responding to requests from governments and regulatory officials

ADFEC’s good relations with government and regulatory officials depend on employees’ courtesy, honesty and compliance with relevant policies and guidelines. At all times, requests from governmental bodies for information and/or records should be responded to politely and promptly, and any information provided to officials must be accurate.

6.2.2 Government or regulatory agency enquiries or investigations

Employees who are asked to provide information in connection with a government or regulatory agency enquiry or investigation must make sure that any information they provide is truthful and accurate, and that ADFEC’s legitimate interests are protected.

Protecting ADFEC’s legitimate interests

If you are in doubt about what ADFEC’s legitimate interests are, or if you are not sure about how to answer a request for information, ask ADFEC’s Legal team before disclosing any information.

6.2.3 Preserving records and information

In the event that records and information are required for government or regulatory agency enquiries or any litigation must be preserved.

Any automatic systems, including electronic systems, for record disposal must be stopped to avoid destruction of relevant records and information relating to such circumstances.

6.2.4 Cooperation with government and regulatory officials

Employees who receive requests from government or regulatory officials for information and/or active cooperation must avoid intentionally or accidentally






misleading investigators. At no time are employees permitted to obstruct investigations by hiding or falsifying data and information.

Employees may not hinder other employees from participating in investigations, and they may not retaliate against such participation.

Employees who suffer such hindrance or retaliation are requested to report this to the Internal Audit Committee, in line with Section 3 of this Code.

6.3 Bribery and corruption

6.3.1 Understanding bribery and corruption

Bribery can take many forms, but it usually involves a person:

• giving another person an undue reward to influence the behavior of that person; or

• receiving an undue reward to influence or in return for providing a commercial advantage.

A breach of anti-bribery laws is a serious offence, which can result in fines for companies and imprisonment for individuals. Even the appearance of a breach of anti-bribery or anti-corruption laws could do incalculable damage to ADFEC’s reputation.

“Corruption” includes any illegal, unethical or improper actions or behavior intended to influence the behavior of others, and the acceptance of such influence. Thus, corruption includes, but is not limited to bribery.

6.3.1.1 Bribery of government officials Most countries, including the UAE, have laws that prohibit bribery. In addition, an increasing number of countries are adopting laws to prohibit bribery even when it is committed outside these countries’ own borders: i.e. paid to a foreign governmental official.

‘Facilitation payments’ are payments made to secure or speed up routine legal government actions, such as issuing permits or releasing goods held in customs.

ADFEC policy does not permit the payment of so-called ‘facilitation’ payments to government officials, even if such payments are nominal (small) in amount. Any such situations must immediately be reported.

6.3.1.2 Commercial bribery Bribery of government officials is a serious matter, but bribery of those working in the private sector is also often illegal and always prohibited by ADFEC’s own standards of business conduct. Bribery is bribery regardless of the recipient.






6.3.2 Avoiding bribery and corruption

ADFEC’s employees are trusted by the Company to use the Company’s assets and information in the best interests of the Company. Any action or behavior that gives the appearance of, or involves actual bribery and corruption is considered a violation of this Code and will be subject to disciplinary action.

Examples of violations of this Code that constitute bribery and corruption include, but are not limited to:

• making, offering or promising to make a payment or to transfer anything of value, including the provision of any service, gift or entertainment, to foreign or local government personnel or other officials for the purpose of obtaining or retaining business or for any other improper purpose or business advantage;

• making, offering or promising to make such improper payments through third parties;

• attempting to induce a local or foreign official to do something illegal; • failing to report any indication of improper payments seen or heard of by

others; • offering or receiving money (or anything of value), gifts, kickbacks or

commissions, in relation to obtaining business or awarding contracts; • establishing an unrecorded ‘slush’ fund for any purpose; • inducing or helping someone else to engage in bribery or corruption; • permitting an agent or representative of ADFEC to do something that

would be unacceptable if undertaken by ADFEC.

What to do if you are not sure

If you are offered a gift or reward by any employee or external party in return for helping them, or asked for a gift or reward, you are at risk of participating in bribery and corruption. This Code requires that you refuse to participate, and that you report the incident to your line manager or to the Internal Audit Committee. You will be protected from retaliation, under the terms of this Code. Failure to report such an incident, and participation by giving or receiving the said gift or reward will result in disciplinary action.

6.4 Dealing with business partners: gifts and entertainment

6.4.1 General principles

The exchange of small gifts and entertainment can build goodwill in business relationships, but some gifts and entertainment can create improper influence (or the appearance of improper influence). Some can even be seen as bribes that could tarnish ADFEC’s reputation for fair dealing or break the law.






6.4.2 Categories of gifts and entertainment

‘Gifts and entertainment’ includes but is not limited to giving or receiving anything of value: e.g. discounts, loans, favorable terms on any product or service, services, prizes, transportation, free courses, use of another company’s vehicles, use of vacation facilities, stocks or other securities, participation in stock offerings, home improvements, holiday tickets, and gift certificates.

Gifts and entertainment between ADFEC employees and others fall into three categories:

• those that are usually acceptable and that you may approve yourself; • those that may be acceptable but require prior approval; and • those are never acceptable.

6.4.3 The “Usually acceptable” self-approval test

Some gifts and entertainment are sufficiently modest that they do not require prior approval. Subject to applying the ‘self-approval test’ (see below), the following are usually acceptable for ADFEC employees without prior approval:

• meals: modest occasional meals with someone with whom we do business; or

• gifts: gifts of nominal value, such as pens, calendars, or small promotional items.

In addition to applying the principles above, employees should use the self-approval test by asking the following questions, to determine whether a gift or entertainment is appropriate and may be accepted without prior approval.

Self-approval test

Intent -- Is the intent of the gift or entertainment only to build a business relationship or offer normal courtesy, or is it intended to influence your objectivity in making a business decision? Materiality and frequency -- Is the gift or entertainment modest and infrequent or could it place you (or the other party) under an obligation? Legality -- Is the gift or entertainment is legal both in your country and in the country of the other party? Compliance with the other person’s rules -- Is the gift or entertainment allowed by the recipient’s organization? Special care must be taken when dealing with government officials as many countries do not allow officials to accept gifts or entertainment. Transparency -- Would you be embarrassed if your manager, colleagues or anyone outside ADFEC became aware of the gift or entertainment? If so, there is probably something wrong. Hypocrisy -- Are you adopting double standards? We should only offer what we would be comfortable in accepting (and vice versa).






6.4.4 Gifts and entertainment that may be acceptable with prior approval

In determining whether to approve something in this category, ADFEC managers will apply criteria similar to those described in the ‘self-approval test’.

Employees must receive prior written approval from your line manager and/or the Internal Audit Manager for the following:

• entertainment that exceeds AED 500; • gifts valued at more than AED 500; • meals that may cost more than AED 500; • special events – such as a World Cup game or major golf tournament

(these usually have a value of more than AED 500); and • travel or overnight accommodation, as this normally raises the personal

benefit to material levels.

Any gift of cash or cash equivalent such as a bank cheque, money order, investment securities or negotiable instrument must be declined or immediately returned. Such gifts should be reported immediately.

Employees who are offered gifts that exceed AED 500 in value (other than cash, money orders, etc.) may accept them, but they must report them immediately to the Internal Audit Manager, who will decide whether they:

• may be retained by the recipient; • will be retained for the benefit of ADFEC; • will be sold and the money donated to charity; or • will be returned to the donor.

6.4.5 Gifts and entertainment that are always unacceptable

The following types of gifts and entertainment are never permissible, and no one can approve them. Employees must decline or be careful not to accept any gift or entertainment that does not comply with such guidelines or rules.

This category includes, but is not limited to:

• any gift or entertainment that would be illegal in your own country or the other party’s country (anything offered to a government official in breach of local or international bribery laws);

• gifts or entertainment involving parties engaged in a tender or competitive bidding process: i.e. companies currently bidding for an ADFEC project. ADFEC has numerous bids and tenders out at any given time and employees must always check with the procurement team to verify the status of bids to avoid unacceptable actions;






• any gift of cash or cash equivalent (such as gift certificates, loans, stock, stock options).

• any gift or entertainment that is a ‘quid pro quo’ (offered for something in return);

• the use of client or supplier facilities (such as cars, vacation homes, etc.) by ADFEC employees (including families and friends) for personal use; and

• any entertainment that is indecent, sexually oriented, does not comply with ADFEC’s commitment to mutual respect or that otherwise might adversely affect ADFEC’s reputation.

Complying with the Code

If you have any doubt about the legality of a gift or entertainment, or whether or not the gift or entertainment might be, or be seen to be, prohibited, consult the Internal Audit Manager. If you are involved in the trading of marketable securities, report this immediately to the Internal Audit Manager.

6.4.6 Dealing with government, joint venture and state company delegations

ADFEC receives visits of government, joint venture and state company delegations to its offices and sites. It is acceptable to promote, demonstrate and explain the benefits of ADFEC’s products or technology to state-employed decision makers or potential partners provided there is no attempt to bias a decision by offering personal benefits.

Paying for the travel, accommodation or daily expenses of a delegation without prior approval from ADFEC’s Internal Audit Manager is not permitted.

6.4.7 Providing ADFEC-endorsed “Giveaways”

Employees may give potential and existing customers ADFEC-endorsed “giveaways” that are provided by or approved by Marketing & Corporate Communications. The value must not be excessive and the gift(s) must also meet the following criteria:

• giving the gift is consistent with customary business practices; • the party in question conducts significant and/or strategic business with

ADFEC; • the gifts are not excessive in value and cannot be construed as a bribe or

pay-off; • they do not violate applicable laws or ethical standards; and • public disclosure of the gifts or entertainment will not embarrass the

Company, the employees concerned or the recipient(s).






6.4.8 Fees and honorariums

With management approval, employees are allowed to give lectures, conduct seminars or publish articles and books. Any fees, honorariums or reimbursements must be transferred to the Company unless written management approval is given to the employees concerned, allowing them retain them. A copy of the management approval will be filed in the employee’s personnel file.

6.4.9 Recording gifts and entertainment

All accounting records and supporting documentation concerning gifts, favors and entertainment of other parties must be accurate and adequate.

6.5 Working with suppliers

6.5.1 General principles

ADFEC’s suppliers play a critically important role in our ability to operate and provide products and services to our customers. We must choose suppliers carefully, based on merit, and with the expectation that our suppliers will act in a manner consistent with our compliance and ethics requirements.

6.5.2 Guidelines for choosing suppliers

Employees responsible for choosing suppliers must be aware of, and comply with these requirements:

• only those suppliers who comply with legal requirements and who act in a manner that is consistent with ADFEC’s commitment to compliance and ethics as outlined in this Code should be considered and/or chosen;

• suppliers are to be selected and approved in compliance with ADFEC’s Delegation of Authority;

• internal selection processes (such as tendering) are to be complied with as applicable;

• conflict of interest is to be avoided at all times (see Section 7); • inappropriate gifts and entertainment are to be avoided, as is any

behavior that could be construed as favoritism towards a particular supplier;

• all Request for Proposals (RFPs) must disclose that it is ADFEC’s policy and ethical principle not to allow the acceptance of any bribes and/or payments of any nature whatsoever.






6.5.3 Guidelines for monitoring suppliers

Employees contribute to supplier compliance by helping them understand ADFEC’s compliance and ethics requirements. Furthermore, it is essential that employees be alert to, and report any activity by suppliers that is inconsistent with this Code and other policies and standards.

Consistent with Sections 4 and 5 of this Code, employees should take care not to give one supplier’s confidential business information (proposed rates, winning bid information, etc.) to another, either deliberately or accidentally.


Abu Dhabi Future Energy Company, MASDAR CONFLICT OF INTEREST




7. CONFLICT OF INTEREST

7.1 General principles

7.1.1 Understanding conflict of interest

A “conflict of interest” exists when a person’s private interests interfere with the interests of his/her employer (i.e., ADFEC), or where an employee has duties or loyalties to two parties, and the interests of these parties are conflicting.

A conflict of interest can arise whenever an employee takes actions or has interests that may make it difficult to perform his/her work for ADFEC objectively, responsibly, ethically and effectively.

Conflicts of interest are prohibited as a matter of Company policy, except under guidelines approved by the Board of Directors. If an actual or potential conflict is determined to exist, the employee concern must disengage from the activity or situation creating the conflict, or terminate his/her appointment/employment.

7.1.2 Expectations of ADFEC employees

ADFEC employees are required, during working hours, to devote their full time, attention and abilities to their duties and to act, at all times, conscientiously and in good faith. In the best interests of ADFEC, employees are not permitted, without the written consent of ADFEC, to:

• be engaged or employed in; • be concerned with (in any capacity whatsoever); • provide services to; or • invest

in any organization where this activity creates, or is likely to create, conflict with the interests of ADFEC, or where this may adversely affect the efficient discharge of the employees’ duties for ADFEC.

Situations where employees’ loyalties to ADFEC could be compromised must be declared. Employees who believe that they are or might be involved in a potential conflict of interest are expected to discuss it with the Internal Audit Manager.






7.2 Examples of conflict of interest

7.2.1 Personal affiliations and activities

ADFEC respects its employees’ privacy and therefore does not normally take an interest in their personal conduct outside of work. However, when an employee’s personal, social, financial or political activities interfere or have the potential of interfering with the employee’s loyalty and objectivity toward ADFEC, a conflict of interest or the appearance of a conflict of interest may exist. In that case, it must be satisfactorily resolved.

7.2.2 Working for more than one employer

7.2.2.1 General principles Outside employment can create conflicts of interest. Examples include:

• having a second job (without prior approval); • serving as a director of (or having an interest in) a business competing

with ADFEC, supplying goods or services to ADFEC, or buying goods and services from ADFEC.

There is always a potential conflict of interest if a Company employee works simultaneously for a competitor, customer or supplier. Therefore, employees are not normally allowed to work for other companies as employees, consultants or board members.

7.2.2.2 Cases where outside professional work may be permitted ADFEC recognizes that employees may sometimes engage in outside professional work, and to the extent these activities serve ADFEC’s interests as well as those of the recipient of the services, ADFEC’s management may approve such commitments, in advance and in writing on a case by case basis.

Furthermore, ADFEC employees have significant expertise in their disciplines and as a result may be required on occasions to provide advice to third parties on a consultancy basis. Offers of consultancy work should be notified to ADFEC senior management for approval prior to acceptance. In accepting consultancy work, employees will be expected to ensure that the work undertaken does not conflict with ADFEC’s objectives or interfere with the performance of their responsibilities within ADFEC.

As a rule, no more than 20% of an employee’s total professional time or effort should be directed to such outside work (in other words, such outside interests should never exceed the equivalent of one working day per week). In all cases, such outside interests should not interfere with the performance of the employee’s duties to ADFEC.






7.2.3 Loans and other personal benefits

Conflicts of interest may also arise when an employee, or members of his/her family, receives improper personal benefits as a result of his/her position with ADFEC. Loans to, or guarantees of obligations of, employees and/or their family members may create conflicts of interest.

7.2.4 Jobs and affiliations of immediate family members

‘Immediate family member’ means a spouse, partner, stepparent, child, step-child, sibling, and step-sibling. The activities of immediate family members sometimes can create conflicts of interest.

In general, relatives should not have any business dealings with individual employees, with anyone working in the employee(s)’ business units, or with anyone who reports to them. In addition, employees should never be in a situation where they have the ability to hire, supervise, affect terms and conditions of employment, or influence the management of any immediate family member, regardless of whether that person is an ADFEC employee or employed by an ADFEC contractor. Exceptions require specific approval by the Internal Audit Manager.

If you learn that an immediate family member works or performs services for a competitor, customer or supplier, you must notify the Internal Audit Manager to determine if action is required.

7.2.5 Relationships with other organizations

Any relationships between employees and organizations that are competitors, customers or suppliers (or are seeking to be competitors, customers or suppliers) of goods or services to ADFEC may raise a conflict of interest or the appearance of a conflict of interest.

These relationships can include investments, memberships of boards of directors or other relationships such as consulting arrangements, family relationships or being a customer or supplier of an organization.

Employees who have or who may be going to have relationships with any external organizations must disclose them and obtain written approval from the Internal Audit Manager that the relationship may commence or continue.

7.2.5.1 Membership on boards of directors Employees may occasionally be asked to serve on the board of directors of another organization. This can, in some cases, raise a conflict of interest or even legal issues. Before accepting a position as a board member (including for not-for-profit organizations), the employee(s) concerned must obtain prior written approval of the CEO must always be obtained.






7.2.5.2 Investments Conflicts can occur if employees hold investments in competitors, suppliers, or customers. Employees and their immediate family members need to be careful that their investments do not create conflicts of interest, impairing the employees’ ability to make objective decisions on behalf of ADFEC.

Whether an investment creates a conflict of interest is a matter of good judgment. When deciding whether an investment might create a conflict, employees should ask the following questions:

• Would the investment affect any decisions I will make for the Company? • How would the investment appear to others inside the Company, such as

my co-workers? Would they think it might affect how I do my job for the Company?

• How would the investment look to someone outside the Company, such as a customer, or even in a newspaper?

Investments that would normally be considered unacceptable if made by ADFEC employees include, but are not limited to the following:

• investments in supplier organizations where the employee making the investment has any involvement in negotiations with, or the selection or assessment of the supplier;

• investments in supplier organizations where the employee supervises other employees responsible for negotiating with, selecting and/or assessing the supplier; and

• investments in customer organizations where the employee making the investment is responsible for dealings with that customer or supervises anyone with such responsibility.

7.3 Reporting conflict of interest ADFEC directors and staff who find themselves in conflict of interest situations (as defined above) are required to notify the Internal Audit Manager, in writing, as soon as they discover the conflict of interest. The Internal Audit Manager is empowered to review potential conflicts of interest and recommend solutions to the Board of Directors.

The preferred solution to conflicts of interest is to prohibit the employee concerned from involvement in matters related to the source of the conflict.

Reporting possible conflict of interest

Conflicts of interest are not always clear-cut or easy to see. You may be put in situations where there could be the appearance of conflict of interest, even if none exists in fact. For example, your previous employer might be seeking business with ADFEC, and you might be one of the decision makers involved in choosing this company. If you think you might have, or be seen to have a potential conflict of interest, report it to your line manager.


Abu Dhabi Future Energy Company, MASDAR HEALTH, SAFETY, SECURITY AND THE ENVIRONMENT




8. HEALTH, SAFETY, SECURITY AND THE ENVIRONMENT

8.1 General principles ADFEC is committed to providing all ADFEC employees, and those of other companies working on our premises, a safe and secure working environment where no one is subject to unnecessary risk.

Company premises include developed and undeveloped company-owned or controlled land, buildings, parking lots, vehicles and recreation areas.

We recognize that safe operations depend not only on technically sound plant and equipment, but also on competent employees and an active health, safety, security and the environment (HSSE) culture. It is important that every activity is planned and carried out with safety measures in place.

8.2 Our responsibilities ADFEC’s commitment to safety means each of us needs to be alert to safety risks as we go about our jobs. Each employee has the responsibility for maintaining a safe and healthy workplace for all employees, by following safety and health rules and practices and by reporting accidents, injuries and unsafe equipment, practices or conditions.

8.2.1 Compliance with HSSE management requirements

Every employee is expected to comply with the requirements of the Company’s HSSE management system at his/her work location. This includes standards, instructions, guidelines and procedures.

8.2.2 Keeping the workplace safe

Each of us helps to keep the workplace safe by:

• keeping the workplace tidy; • being aware of risks and hazards in our workplaces, and minimizing them

through responsible behavior; • stopping any work that becomes unsafe; • only undertaking work for which we are trained, competent, medically fit

and sufficiently rested and alert to carry out; • knowing what to do if an emergency occurs (first aid and evacuation

procedures, for example); • helping others – employees, contractors and other third parties – to meet

ADFEC’s HSSE commitments;


Abu Dhabi Future Energy Company, MASDAR HEALTH, SAFETY, SECURITY AND THE ENVIRONMENT




• identifying impractical rules and procedures, and suggesting improvements to line managers;

• promptly reporting any accident, injury, illness, unsafe or unhealthy condition, incident, spill or release of material to the environment, so that steps can be taken to correct, prevent or control those conditions immediately.

In the interests of safety and security, the following are prohibited:

• undertaking work when performance is impaired by alcohol or drugs; • possessing, using or transferring illegal drugs or other substances while

working; • using threats, intimidation or other violence at work; and • bringing weapons – including those carried for sporting purposes – onto

Company premises.

When to seek advice and assistance

Seek advice and help if:

• You are unclear about your HSSE obligations;

• You have a concern about a potential or actual breach of HSSE law or an ADFEC HSSE requirement.

8.2.3 Protecting the environment

Working to protect the natural environment and the health and safety of the communities in which we operate is a core commitment of our Company. In addition to complying with legal HSSE requirements, we will constantly strive to reduce the environmental and health risks of our operations through the responsible use of natural resources and the reduction of waste and emissions. These challenges apply to all parts of our business and to all facilities and offices – wherever we operate in the world.

To ensure that work does not have negative impacts on people and the environment, employees should:

• take time to plan and organize resources and processes to do a job safely, taking into account any negative environmental impacts and risks to people;

• ensure that our products and operations meet applicable government and Company standards, whichever are more stringent;

• handle, transport and arrange for the disposal of raw materials, products and wastes in an environmentally responsible manner;

• promptly report any breaches of HSSE laws or ADFEC’s own HSSE requirements.


Abu Dhabi Future Energy Company, MASDAR MONEY LAUNDERING




9. MONEY LAUNDERING

9.1 General principles Money laundering is the process by which individuals or organizations try to conceal illicit funds or otherwise make these funds look legitimate. Money laundering is illegal, and ADFEC will not condone, facilitate or support money laundering. There are two areas which we all need to watch out for:

• irregularities in the way payments are made; and • business partners who appear to lack integrity in their operations and

business dealings.

These guidelines provide a basis for assessing business partners and for identifying possible irregularities that might indicate money laundering. Employees are expected to use their own good judgment and common sense when assessing the integrity and ethical business practices of customers and business partners. If something does not seem right, sounds too good to be true or looks suspicious in any way, the employee(s) concerned should report it to ADFEC’s Legal Counsel.

9.2 Payment irregularities ADFEC supports anti-money laundering policies by using procedures to avoid receiving cash or cash equivalents that could be the proceeds of crime. Employees are required to note and report:

• payments made in currencies other than those specified in invoices; • attempts to make payments in cash or cash equivalents; • payments made by someone not a party to the contract (unless

approved); • payments to/from an account other than the normal business relationship

account; • requests or attempts to make payments for an invoice or group of invoices

by multiple checks or drafts; or • requests to make an overpayment.

9.3 Due diligence to verify the integrity of business partners ADFEC employees must use due diligence to verify the validity of transactions with external parties. Articles of association and proof of identity are required, within reason, to avoid potential conflicts of interest when dealing with private companies or individuals.


Abu Dhabi Future Energy Company, MASDAR MONEY LAUNDERING




Employees responsible for dealing with customers and business partners need to:

• assess the integrity of potential customers; • communicate with customers about our compliance expectations of them; • continue to be aware of and monitor customers’ business practices; and • avoid doing business with any customer or business partner suspected of

wrongdoing relating to dealings with us unless those suspicions are investigated and resolved or otherwise approved by ADFEC’s Legal Counsel.


Abu Dhabi Future Energy Company, MASDAR EXTERNAL COMMUNICATIONS




10. EXTERNAL COMMUNICATIONS Only those employees specifically authorized to do so may respond to enquiries from members of the media or the investment community (e.g. shareholders, brokers, investment analysts, etc.). External communications with these audiences require careful consideration and a unique understanding of legal and media issues.

Employees asked to provide company information at an event, to a reporter or analyst are required to seek approval from the Marketing & Corporate Communications Director, even if they are assured that their comments will be “off the record”.


Abu Dhabi Future Energy Company, MASDAR ADMINISTRATION, COMPLIANCE AND DISCIPLINARY ACTION




11. ADMINISTRATION, COMPLIANCE AND DISCIPLINARY ACTION

11.1 Compliance and Review of Compliance All ADFEC employees are required to comply with this Code upon receiving it. From time to time, as we deem necessary, employees may be required to sign an acknowledgement that they have read and that they understand this Code and agree to comply with its provisions.

We reserve the right to monitor employees’ continuing compliance with the provisions of this Code and to investigate any suspected violations. If substantiated, these violations may result in disciplinary action, as described more fully in the HR Policy and Procedures Manual.

11.2 The role of Human Resources & Administration HR & Administration will have overall responsibility for administering this Code and for reporting on the administration of the Code and related matters to the Board of Directors.

11.3 Reporting Violations and Suspected Violations Employees who are aware of or who suspect other employees of violating this Code or engaging in criminal activity are expected to bring their knowledge or suspicions directly to the Internal Audit Manager or a member of the Internal Audit Committee. This applies to all sections of this Code. Reports can be made anonymously.

All reports will be treated confidentially, consistent with the requirements for investigation and evaluation, and no employee will be penalized for making a report in good faith.

Failure to report a violation of this Code, or a criminal activity not covered in this Code, where an employee is fully aware of such a violation or activity, will be treated as condoning or participating in the violation or activity and may result in disciplinary action against those who fail to report.

11.4 Non-retaliation Retaliation in any form against an ADFEC employee who reports a violation of this Code (even if the report is mistaken but was submitted in good faith – in the belief that it was correct) or who assists in the investigation of a reported violation is itself a serious violation of this Code. Acts of retaliation must be reported immediately and may result in severe disciplinary action.






11.5 Investigation of Reported Violations Reported violations and suspected violations will be investigated under the supervision of the Audit Committee, in such a manner that the Audit Committee may deem appropriate. Typically, the Audit Committee may empower the Internal Audit Manager to manage or conduct investigations or appoint specialist external advisors to do so.

Employees are expected to cooperate in the investigation of reported violations. When practical and appropriate under the circumstances, and in order to protect the privacy of the persons involved, those employees investigating the suspected violation will attempt to keep confidential the identity of someone who reports an actual or suspected violation or who participates in the investigation.

The Internal Audit Manager may call upon members of ADFEC’s Legal team to participate in investigations. The Internal Audit Manager and the members of the Legal team are legally obliged to act in the best interests of ADFEC. They do not act as lawyers or personal representatives for individual ADFEC employees, including senior executives.

The Board of Directors has ultimate responsibility for final interpretation of this Code and for determining whether any violations of this Code have occurred.

11.6 Disciplinary Action and Proceedings

11.6.1 Application of disciplinary action

If the Internal Audit Manager or Board of Directors (or those acting under their supervision) determine, in good faith, that an employee has violated any provision of this Code, the employee concerned may be subject to disciplinary action, including termination of employment, in accordance with the particular circumstances and gravity of the incident(s), as described in the attached disciplinary proceedings guidelines and within the HR Policy and Procedures Manual.

11.6.2 General provisions

Disciplinary action will be taken not only against individuals who authorize or participate directly in a violation of the policies set out in this Code, but also against:

• any employee who may have deliberately failed to report any such violation;

• any employee who may have deliberately withheld relevant information concerning any such violation; or

• the line managers of the employee concerned, to the extent that the






circumstances of the violation reflect inadequate leadership and lack of diligence.

11.6.3 Special Provisions Applicable to Senior Executives

Given the important position of trust and authority that they occupy, our Chief Executive Officer, Chief Financial Officer, executives, Legal Counsel, senior managers and certain other persons who serve in roles of finance, accounting, audit, control, sales, marketing and procurement (collectively, the senior executives) should exercise great caution in interpreting and applying this Code. The senior executives are also responsible for compliance by employees directly under their supervision.

11.6.4 Disciplinary Proceedings

Disciplinary proceedings are set out in the HR Manual. For ease of reference, they are summarized below.

11.6.4.1 Disciplinary Proceedings in relation to offences not deemed gross misconduct Without prejudice to the Company’s right to dismiss an employee in relation to Article 120 of UAE Labor Law, the process set out below will apply to the following: unauthorized absence; time theft (unapproved absence from work); unsatisfactory job performance; falsification of time sheets; quarreling or intimidation; abuse of company equipment; conflicts of interest; offenses against confidentiality; and other violations of this Code, the following process will apply:

• 1st offence-verbal warning; • 2nd offence- written warning; • 3rd offence- final warning; and • 4th offence- termination with benefits.

11.6.4.2 Disciplinary proceedings in the case of gross misconduct Gross misconduct is defined as including: physical assault; gross insubordination; misappropriation of funds/property; fraud; false identity or documents; moral offense; intoxication (use of narcotics); commission of error which results in a significant material loss; conviction of a crime involving honor, fidelity or public morals.

At the first offence, employees found guilty of gross misconduct will be dismissed without notice or benefits, without prejudice to proceedings of public prosecution.






11.7 Disclaimer This Code reflects general principles to guide employees in making ethical decisions and cannot. It is not intended to address every specific situation in which ADFEC may find it appropriate to take disciplinary action.

11.8 Revisions and Updates to this Code This Code may be revised, changed or amended at any time by the Board of Directors. The Audit Committee is responsible for proposing changes, to be approved by a vote of the Board. Following any material revisions or updates, an updated version of this Code will be distributed to employees by HR & Administration. The updated version will supersede all previous versions of this Code, effective upon distribution.


Abu Dhabi Future Energy Company, MASDAR ACKNOWLEDGEMENT




12. ACKNOWLEDGEMENT Please sign this acknowledgement form and return it to HR & Administration.

Acknowledgement Form

I have received and read ADFEC’s Code of Conduct in its entirety. I understand the contents and I agree to comply fully with the standards and policies contained therein. I also acknowledge that it is my duty to seek clarification from ADFEC’s Internal Audit Manager should any application of this Code in a particular circumstance appear unclear.

I further agree that my failure to adhere fully to this Code can result in disciplinary action, including termination of my employment. Should I witness any violation of this Code by an ADFEC employee, I agree to report it promptly.

Name: Date:

(please print) (dd/mm/yyyy)

Signature: