Code of Conduct

Compliance & Zero Harm

Report Vision

Response to Respect for

Incidents People

Meeting Ethics &

Responsibilities Integrity

Conflicts of
Representation
“We do what is right - Interest

with pride.”
Protecting Political
Information & Contributions
Assets

Financial No Bribery
Controls

Company Gift &

Policies Entertainment
Laws &
Regulations 
 Code of Conduct

Table of Contents page

Table of Contents 1

Message from the Chief Executive Officer 2

1 Introduction 3

2 Our Zero Harm Vision 3

3 Respect for People 4

4 Ethics and Business Integrity 4

5 Avoiding Conflicts of Interest 4

6 Making Political Contributions 5

7 No Bribery 6

8 Moderation in Gifts and Entertainment 6

9 Compliance with Laws and Regulations 7

10 Abiding by our Company Policies and Procedures 7

Compliance with Financial Controls and Reporting
11 7
Requirements
12 Protecting our Information, Records and Assets 8

13 Representation on Behalf of the Company 8

14 Meeting our Responsibilities 9

Prompt Response to Incidents and
15 9
Obligation to Notify
Compliance with the Code and
16 9
Obligation to Report
Interpretation of the Code and
17 10
Other Queries
Addendum to the Code of Conduct 11

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 Code of Conduct

Message from the Chief Executive Officer

Central to CLP Group’s success over the past century has been the firm
commitment to a set of business principles and ethics that help drive the Company
forward. These principles and ethics cover all aspects of our operations. They begin
with how we treat our own people and move through our relations with investors,
business partners, and governments to the wider communities in which we
operate and the natural environment.

CLP’s Value Framework reflects the moral compass of the Company, articulating the
Group’s values, as well as its vision, mission and commitments to stakeholders. The
key CLP policy statements and the Code of Conduct are embedded in the Value
Framework and serve as the mechanism to incorporate values and commitments
into everyday practice. The Code of Conduct provides the guiding principles for all
company employees to do what is right, behave with integrity and honesty, treat
people fairly, respect diversity, obey all laws, accept accountability, communicate
openly, and always behave in a way that is beyond reproach. The Company
expects all employees to observe and apply these principles in the conduct of
the company’s business. We care how results are obtained, not just that they are
obtained.

With the business environment evolving constantly, we assess our Code of Conduct
on a regular basis to ensure that it reflects global best practices and meets the
expectations of all stakeholders. We share the vision and commitment to ensure
that all our activities and operations result in Zero Harm for our employees,
contractors and customers, and communities in which we operate.

Establishing and maintaining robust cybersecurity defenses to protect the

Company, our customers and our suppliers is of critical importance to us. The
responsibility of cybersecurity is with each of us. We all must remain vigilant when
handling company systems and data, proactively and collaboratively managing the
risks, and together upholding our effective cybersecurity controls.

We have updated the Code of Conduct to reflect the shared vision of Zero Harm,
the safety, health, and cybersecurity expectations of all employees.

As employees, we are expected to review the Code of Conduct periodically

and apply its principles to our daily work – wherever we work or whatever our
individual roles may be.

Richard Lancaster

Chief Executive Officer

May 2020

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 Code of Conduct

1 Introduction

The Company’s Code of Conduct (“Code”) is the document that translates our commitments to all our stakeholders
into a set of formal written requirements. It puts all employees under specific obligations, adding more stringent
obligations for certain individuals.

It reminds us that the Company is committed to acting with integrity in all its activities. In other words, we care how
results are obtained, not just that they are obtained. This is right in itself and is also a vital company asset that helps
our business prosper. This helps build the trust that has ensured our continued expansion for more than a century.

This Code applies across the entire CLP Group of Companies (the “Company”) including CLP Holdings, its wholly
owned subsidiaries, and joint ventures or companies in which CLP holds a controlling interest. All employees of the
Company, irrespective of their positions and functions, are expected to fully adhere to the principles contained in
the Code. In the case of joint ventures or companies in which the Company does not hold a controlling interest, the
Company’s representatives concerned are expected to act in accordance with the Code themselves and to make a
concerted effort to influence those with whom they are working to act to similar standards of integrity and ethical
behaviour. Likewise, contractors working for the Company are urged to follow our Code of Conduct for the duration
of their contract with the Company. The Company will fully support those who pass up unethical opportunities or in
good faith report potential or actual breaches of the Code.

It is important that our employees maintain a good understanding of the Company culture and values through
periodic Code of Conduct training and reviews on business practices. Employees are encouraged to provide their
views to help gauge the Company ethical culture and management’s ethics and controls commitment in the
“Setting the Tone” survey conducted periodically.

2 Our Zero Harm Vision

The Company is committed to ensuring that all our activities and operations result in Zero Harm to our
employees, contractors, customers and communities in which we operate. This means that we aim to ensure
safe, healthy and productive workplaces for our employees and that we seek to minimize the impact of
key environmental and pollution risks, and to manage the risks in a responsible manner. Safety, health and
environmental hazards and risks are required to be identified, assessed and controlled.

Each of us is responsible for ensuring that we come to work fit and able to work safely. The Company recognises
that drugs and alcohol can impair and affect health and job performance. Employees taking medication,
including prescribed medicine, must advise their manager if the medication could impact their ability to
perform their work safely. Any employee experiencing the adverse effects of illness or psychological distress
should report to their manager or Human Resources representative.

Employees and contractors working at CLP must be free from the influence of alcohol or illegal substances
or drugs, and must smoke only in designated areas. Use or possession of illegal substances or drugs on our
premises is strictly prohibited. Consumption of alcoholic beverages on our premises may only be permitted
with prior management approval. This restriction does not apply to residential premises that are Company-
owned or leased.

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 Code of Conduct

3 Respect for People

The Company values its employees and is committed to providing a fair and equitable workplace for all
employees. The Company is also committed to maintaining an environment of respect for people in all business
dealings. We have a responsibility to deal with any discriminatory act and/or harassment in the workplace.
All employees are expected to adhere to the same standards in their interactions with contractors, suppliers,
customers, and others. The Code requires each of us to behave with courtesy and respect towards everyone we
encounter in the course of our business. We must respect the privacy of personnel data and employee records,
as well as personal and business information we may have concerning others.

We must also maintain open channels of communication throughout the Company, encouraging all employees
to participate in discussions and raise issues with their colleagues at any level within the organisation.

4 Ethics and Business Integrity

The Company is committed to conducting all our business with integrity, in accordance with strong business
ethics.

Ethics go beyond the narrow letter of the law. Whatever the law may permit, all our business must be conducted
honestly and fairly, with no conflict of interest or undue influence.

We must be accurate and truthful in our dealings with third parties, and not misrepresent ourselves or the
quality, features, price or availability of our products and services.

We must also be honest and forthcoming with our colleagues, prepare and offer honest business assessments,
evaluations and proposals, and record accurately all transactions. If we make a business commitment, we must
take reasonable care to ensure that we meet it.

Adherence to our standard business practices is also required under our Code. We are all required to exercise
reasonable care to ensure that the Company meets the terms of its contractual obligations with our customers,
business partners and associates.

Each of us is under an obligation to promptly report ethical concerns and suspected or actual violations of the
Code to management.

The Company expects full compliance to its standard of ethics and business integrity throughout the
organisation and will not tolerate behavior by employees who achieve results at the cost of sacrificing ethical
standards. In addition, the Code places a special obligation on management to support members of staff
whenever they pass up opportunities or advantages in order to comply with the Code.

5 Avoiding Conflicts of interest

The Company is committed to conducting its business without conflicts of interest. The Code requires each of
us to disclose in writing, and obtain prior authorisation, before engaging in any business, investment or activity
that might pose or appear to pose a conflict between our individual interests and those of the Company. We
are expected to avoid participating in any external activities and transactions that could interfere with the
performance of our duties and responsibilities, affect our independent and objective judgment, or discredit or
divert business opportunities away from the Company without the prior consent of management.

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 Code of Conduct

The circumstances in which a conflict of interest might arise are too numerous to list. But certain activities
clearly fall into this category: concurrent employment with any organizations other than the Company; being
director of any non-affiliated commercial, financial or industrial organization; and negotiation or transactions by
one’s self, immediate family members, other relatives or close personal friends, for business of any kind with the
Company (other than with respect to one’s employment contract or the retail purchase of company products or
other retail services at either prevailing or employee group rates).

The Code strictly prohibits each of us from providing or making available confidential or insider information to
anyone outside the Company without proper authorisation from the Chief Executive Officer, Executive Director
& Chief Financial Officer, Company Secretary (CLP Holdings) or their designates. It likewise prevents us from
using confidential or insider information to obtain benefit or to harm others.

All employees must abide by the requirements of the securities codes and regulations of the relevant
jurisdiction. Directors and other specified individuals of the Company are further required to refrain from
trading the Company’s shares at certain times and under certain conditions, and abide by the Company’s code,
policy and procedures on securities transactions. General queries on these requirements may be directed to the
Senior Director - Group Legal Affairs or the Company Secretary (CLP Holdings).

The Code places a special obligation on those employees who are involved in evaluation of business proposals
and the selection of our suppliers and contractors to avoid situations that could interfere, or appear to interfere,
with their ability to make fair decisions. The purchase of supplies, equipment and services should be conducted
according to sound business practices. Suppliers should be treated fairly and ethically and the confidentiality of
their proprietary information be maintained.

Each employee or his/her immediate family should not grant or guarantee a loan to, or accept a loan from
or through the assistance of, any individual or organization having business dealings with the Company.
Business dealings refer to activities other than the purchase of products or services from the Company. There
is no restriction on normal loans from banks or financial institutions made on commercial terms at prevailing
interest rates. We may not seek or accept loans or guarantees of obligations from the Company for ourselves
or our family members, except as pre-approved by the Board of Directors of the Company and which are not
prohibited by any applicable laws or regulations. Supervisors must not borrow money or seek other advantages
from subordinates in exchange for giving favourable performance reviews to the subordinates.

We must not knowingly seek to avoid the Code requirements relating to conflicts of interest (including securities
trading requirements) through the use of agents, partners, contractors, family members or parties acting on his/
her behalf.

Each employee is required to report potential conflicts of interest involving themselves or family members to
the relevant Human Resources Manager and then to Group Internal Audit (GIA). GIA refers to the Senior Director
- Group Internal Audit or GIA designates throughout the Code.

6 Making Political Contributions

It is the Company’s general policy to remain politically neutral and avoid making political contributions
(donations). However, the Company’s policy in no way restricts an employee, as an individual, from making
political contributions or participating in local or national politics. Such contributions or participation must not
create a conflict of interest with the individual’s role and duties to the Company.

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 Code of Conduct

7 No Bribery

The Company is committed to abiding by all laws and regulations or if necessary to exceeding them, to prevent
bribery wherever we do business.

We interpret the term ‘bribe’ broadly to include any illicit advantage offered or accepted as an inducement to
or reward for performing or abstaining from performing any Company duties. Items considered bribes include
cash, cash equivalents, loans, commissions, benefits in kind or other advantages. Bribery does not include
traditional gifts of nominal value given during festive seasons.

The Code forbids paying, offering, asking for, proposing terms for, or accepting, bribes directly or with the
assistance of any organization or individual. We are strictly prohibited from discussing terms with people who
ask for or offer bribes.

Avoiding the no bribery provisions of this Code through the use of agents, partners, contractors, family
members or any others acting on someone’s behalf is also prohibited.

Any employee who receives an offer of bribery must immediately report it to their manager and GIA.

8 Moderation in Gift and Entertainment

In the course of conducting our business, the Company recognises that there will be occasions when it is
appropriate, out of courtesy and relationship building, to give or receive small gifts of nominal value or business
entertainment to or from our business associates.

However, the Company is committed to conducting all business without undue influence. The Code requires us
to exercise good judgment and practise moderation in giving and receiving business gifts and entertainment.

We must decline entertainment, gifts or other benefits (e.g., personal favours, or preferential treatment) that
could in any way influence, or appear to influence, business decisions in favour of any person or organization
with whom the Group may have business dealings.

We must also decline to accept advantages offered in connection with business transactions unless they are
of nominal and non-cash value, such as promotional or advertising souvenirs. Any employee who receives
or is offered a gift or other benefits valued at more than HK$500 (or similar limits defined in the policy of the
operating locality) must report it to the Chief Executive Officer and GIA or their designates.

When providing gifts, we must emphasise they are for the benefit of the recipient company rather than for
specific individuals. Gifts bearing the Company logo are also preferred. Gifts must not be in the form of cash.
When entertaining, company functions are preferred over entertaining individuals. In both cases, they must
be offered only in connection with our legitimate business interests and purposes. We must decline to accept
and refrain from issuing invitations to meals or entertainment that are excessive or too frequent. Proper use of
budget, approval, record-keeping and documentation procedures must be made when expensing business gifts
and entertainment.

We are also under an obligation to ensure agents or others providing gifts or entertainment on the Company’s
behalf follow our guidelines. When dealing with organizations or government / public sector corporations that
have more restrictive limits or prohibitions against accepting business gifts and entertainment, we must abide
by their standards.

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 Code of Conduct

9 Compliance with Laws and Regulations

The Company’s activities are subject to the laws of different jurisdictions, statutory requirements and statutory
codes. Each of us is required to adhere strictly to both the letter and spirit of all applicable laws, regulations and
statutory codes. The laws that apply to particular international transactions and activities include those of the
countries where the transaction occurs. The applicable laws also include certain laws of the jurisdiction, where
we operate, governing international operations of the Company.

Each of us is expected to co-operate fully in the investigation of any alleged violation of the law or Company
policy. Concealing a violation or altering or destroying evidence may be illegal and will be treated as a serious
breach of the Code.

10 Abiding by our Company Policies and Procedures

The Company expects each of us to comply with its policies and procedures (including codes of practices, and
management/system controls). We must also use the required equipment, systems, controls and materials. If
the occasion arises, we must cooperate with emergency response personnel and with internal or external
investigations of accidents, environmental mishaps, drug or alcohol-related incidents, and other irregularities.

Some of the key policies and procedures are highlighted in the Addendum. It is recognised that there are
numerous policies and procedures and there may be stricter requirements in jurisdictions in the various regions
in which we operate. The principles laid out in the Code shall govern where there are conflicting requirements in
the policies and procedures of the region of operation.

In the case of joint ventures or companies in which the Company does not hold a controlling interest, we
encourage similar policies, procedures and other measures to be adopted by those entities to help ensure the
ethical and responsible conduct of the business.

Any questions or issues relating to the Company policies and procedures should be referred to the responsible
functional heads that own the relevant policies or procedures.

11 Compliance with Financial Controls and Reporting Requirements

Company books, invoices, records, accounts, funds and assets must be created and maintained to reflect fairly
and accurately and in reasonable detail the underlying transactions and the disposition of Company business.

This Code explicitly prohibits each of us from making any false/misleading statements or other entries in the
books, accounts, records, financial statements, or any other documents including disclosure documents of
our Company and any other company for which our Company has responsibility or oversight. This Code also
prohibits each of us from creating, maintaining or using any off-the-record accounts with banks or any other
third parties. No reporting may be made that intentionally conceals or disguises the true nature of any Company
transaction.

The Code requires everyone to cooperate fully with our internal and external auditors. We have an obligation to
provide complete, honest and accurate information to our auditors and to anyone conducting a duly authorized
investigation. Each of us is explicitly prohibited from destroying, altering or falsifying any records that may be
connected to an investigation, litigation or bankruptcy proceeding.

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 Code of Conduct

12 Protecting our Information, Records and Assets

Each of us has a duty to safeguard Company assets and resources entrusted to our care - from loss, theft
or misuse. Company assets and resources may include but are not limited to physical property, facilities
(including internet and emails), equipment, materials or stock items, Company records, customer information,
and Company services. Use of Company assets or resources, other than for company business purposes,
requires prior authorization and proper justification. Also, use of Company records, customer and shareholder
information should follow Company procedures/practices and local regulations in relation to personal data
privacy.

All employees should recognize that upholding effective cybersecurity controls to protect the Company is the
responsibility of each of us. Every employee is expected to stay vigilant when handling company systems and
data and follow the established cybersecurity policies, procedures, and standards with due care.

We must safeguard at all times the confidentiality of business or other sensitive information and the integrity
of our business and operational records. We must also protect from misuse business information or assets held
by us on behalf of customers, partners and shareholders. In general, matters not publicised or released to the
public domain by the Company may be sensitive and we should treat this information with reasonable care
and security. For example, employees must not post any sensitive Company or customer information to the
internet, social media sites, personal websites, etc. This would include business dealings, financial arrangements,
transactions or accounts relating to the Company, its suppliers, customers or shareholders and any computer
system and building security passwords issued by the Company.

We must protect the Company’s intellectual property rights in accordance with the relevant Company
requirements as well as the applicable laws and regulations. Any intellectual property and technology
developed by an employee in the course of their employment is the property of the Company. This includes
patents, copyrights, inventions, programs and other documentation.

The internet and email are provided to employees as tools to carry out their employment duties. All messages
created, sent or retrieved using Company internet and email facilities remain the property of the Company and
cannot be considered private. As users, we each have a responsibility to ensure these facilities are used in an
ethical and lawful manner in accordance with the relevant laws and Company policies and procedures in each
respective jurisdiction. Failure to abide by such laws or policies and procedures can result in disciplinary action,
including termination of employment.

13 Representation on Behalf of the Company

Only authorised persons of the Company are permitted to make representations on behalf of the Company
unless otherwise stipulated in the Company policies and procedures. When we need to publish or disseminate
information in public forums or websites, we should do so in a manner that safeguards the Company’s public
image and reputation and in accordance with the Company guidelines on proper usage of digital media. In
addition, none of us should publicly endorse or comment on the products, services or equipment of suppliers,
customers or competitors unless specifically authorised by the relevant Company Executive. ‘Endorsing’ includes
any form of promotion or otherwise giving testimony in support of a product, service or piece of equipment.

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 Code of Conduct

14 Meeting our Responsibilities

The Company is committed to conducting its business responsibly and professionally. The Code requires all of
us to maintain our fitness for work and perform the duties attached to our jobs.

Each one of us is under an obligation to take reasonable care to ensure the Company meets its entire range of
commitments to all stakeholders. The CLP Code on Corporate Governance sets out a framework to identify key
stakeholders and to ensure the application of good governance practices and policies within the Company and
in its relationships with these stakeholders.

15 Prompt Response to Incidents and Obligation to Notify

The Company is committed to responding promptly to business and work-related situations that could be
damaging to the Company or cause harm to others such as emergencies, accidents, irregularities or other
unexpected events. The Code requires each of us to promptly notify our supervisor or higher management
of these situations and take reasonable action to prevent damage or harm. Situations covered are those that
may result in: injury, illness or loss of life; damage to property or the environment; violation of the law or other
applicable regulations; interruptions of service; and failure to meet the Company’s obligations. Employees
should be encouraged to report work-related concerns in a candid and transparent manner. Employees who
have raised concerns should be assured of that there will be no retaliation against them.

16 Compliance with the Code and Obligation to Report

The Company is committed to maintaining full compliance with this Code. Each of us has an obligation to fully
comply with its provisions and promptly report ethical concerns and potential or actual violations of the Code,
whether or not it is known who may be responsible for the violation or how it may have occurred.

The Company Whistleblowing Policy encourages employees and related third parties (such as customers and
suppliers) who deal with the Company to raise concerns about any real or perceived misconduct, malpractice or
irregularity through a confidential reporting channel or other channels for reporting concerns.

We could be in breach of the Code if we assist or authorise others in activities that breach the Code, or conceal
or fail to report any known or suspected breaches by others.

Any violation of the Code relating to alcohol and drug use, harassment and discrimination must be reported
to the local Human Resources. Following local investigation, any confirmed violation of harassment must be
reported to Group Human Resources.

Any other types of potential / actual violations of the Code must be reported to the GIA. Alternatively, one may
prefer to initially report to his/her manager or local Human Resources representatives who must in turn report
to GIA. Business partners, suppliers and other third parties are encouraged to report any violations directly to
GIA. Any issues regarding the enforcement of the Code must be reported to GIA.

As the Company takes this reporting seriously and wants to fully investigate both potential and actual
violations, it is preferred that these reports not be made anonymously. All reports and inquiries will be handled
confidentially to the extent possible under the circumstances to preserve anonymity.

It is recognized that for any reasons one may not feel comfortable reporting potential violations directly. In
these cases, anonymous reports may be submitted to the GIA.

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 Code of Conduct

Senior management will fully support those who in good faith report potential or actual breaches of the Code.
In addition, managers have a responsibility to ensure day-to-day compliance with the Code on the part of the
people they supervise.

Anyone found violating the Code will be subject to disciplinary action which may include dismissal. Anyone
initiating or threatening to initiate retaliation against a complainant or informant, will be subject to disciplinary
action which may include immediate dismissal.

17 Interpretation of the Code and Other Queries

Advice regarding interpretation of the Code may be obtained from GIA. In addition, the Company values the
input of every employee on matters relating to the Code. We also value input from our business partners,
suppliers and other external parties. If you have any queries concerning any aspect of the Code, please do no
hesitate to contact GIA directly or through management / local Human Resources representatives.

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 Code of Conduct

Addendum to the Code of Conduct

General Note to Addendum: This addendum forms an integral part of the Code of Conduct. The Company’s policies
and procedures (including codes of practices, and management controls) are too numerous to list. A selected
few are highlighted below for ease of reference. Please refer to the regional entity’s archive for additional policy,
procedures, codes and guidelines which must also be complied with as required by the Code. *

Code of Conduct Section Reference Policies, Procedures, Codes & Guidelines

CLPH and CLP Power HK
• CLP Group HSSE Management System Standards and
Guidelines
2 Our Zero Harm Vision • CLP Group Environmental Policy
• HR Policy Manual (Alcohol and Drug Free Policy)
3 Respect for People • Human Resources Policy Manual
4 Ethics and Business integrity • Anti-fraud Policy
• Conflicts of Interest Reporting/Waiver Procedures
• Code for Securities Transactions by CLP Holdings
5 Avoiding Conflicts of Interest Directors and Specific Individuals
• Guidelines on Disclosure of Related Party
Transactions of the CLP Group
6 Making Political Contributions • Policy on Making Political Contributions
• If you are Offered a Bribe Guidelines
7 No Bribery
• Investigations Involving the ICAC
Moderation in Gifts and • Procedure for Gifts & Entertainment - Hong Kong,
8 China & Southeast Asia
Entertainment
• Guidance for Staff on Compliance with Personal Data
(Privacy) Ordinance
Compliance with Laws and
9 • Guidelines for Staff on Compliance with the
Regulations Copyright Ordinance
• Group Guidelines for Trade Mark Registration
• Management Control Standards Manual
• CLP Procurement Values and Principles
Abiding by our Company Policies and • CLP Group PMGS Standard/Guidelines/Project
10 Handbook
Procedures
• CLP Power Procurement Procedures Manuals
• Policies, procedures and guidelines referenced in
other sections of this Addendum
• Company Management Authority Manual
Compliance with Financial Controls • Various Accounting Policies and Guidelines
11
and Reporting Requirements • Business Expense and Travel Policy
• CLPH Corporate Card Policy
• CLP Group Information Security and Operational
Technology Cyber Security Policies
Protecting our Information, Records
12 • CLP Group Record Management Principles / Record
and Assets Management Manual
• CLP Personal Data Protection Compliance Manual
Representation on Behalf of the
13 • CLP Group - Staff Guidelines on Digital Media
Company
14 Meeting our Responsibilities • CLP Code on Corporate Governance
Prompt Response to Incidents and
15
Obligation to Notify
Compliance with the Code and • Whistleblowing Policy
16
Obligations to Report • Reporting of Irregularities

* Disclaimer – It is recognised that there may be stricter requirements in jurisdictions of various regions in
which we operate. As a result, the policies and procedures listed in the addendum may also vary from region
to region to cater for this difference. The principles laid out in the Code of Conduct shall govern where there
are conflicting requirements in the policies and procedures of the region of operation.
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CLP Holdings Limited
8 Laguna Verde Avenue, Hung Hom
Kowloon, Hong Kong
Tel : (852) 2678 8111
Fax : (852) 2760 4448

www.clpgroup.com