Hydro s Code of Conduct

Hydro s Code of Conduct

Content 1 Introduction 4 2 Scope and responsibility 5 3 Our workplace 5 3.1 Human rights 5 3.2 Working conditions and equal opportunities 5 3.3 Health, safety, security and environment 6 3.4 Complaints, expression of concern and non-punishment 6 4 Business Conduct 7 4.1 Compliance with Laws, Regulations and Hydro Steering Documents 7 4.2 Corruption and bribery 7 4.3 Facilitation payments 7 4.4 Gifts & hospitality 7 4.5 Charitable donations, sponsorships and community investments 7 4.6 Political contributions/activity 8 4.7 Competition 8 4.8 Data protection and privacy 8 4.9 Accurate and complete data, records, reporting and accounting 8 4.10 Money laundering, export / import control 9 4.11 External communications 9 5 Personal Conduct 10 5.1 Conflict of interest 10 5.2 Use of company property and assets 10 5.3 Substance/intoxicants abuse 10 5.4 Confidentiality 10 5.5 Insider trading 11 2 Hydro s Code of Conduct

With respect to Hydro s Code of Conduct, I am absolute in my expectations: These rules shall be followed without exceptions. While failure to perform may be excused, we can never compromise on integrity. Dear colleague, For more than 100 years, Hydro has strived to act responsibly and contribute to creating a viable society in a number of different industrial, geographic, cultural and commercial landscapes. Since 1995, Hydro has had ethical guidelines to help all employees make the right choices. The demands on us as a company and responsible member of society are increasing. To make sure our Code of Conduct is up-to-date and relevant, we have revised it. This Code of Conduct is approved by Hydro s Board of Directors. It is built on Hydro s values, The Hydro Way, and applies to all employees as well as to board members of Hydro and its subsidiaries. It is important that you carefully read and understand this document that describes what we as Hydro employees can and cannot do. If you need assistance, you can speak with your line manager. In addition, more information is available in the elearning program You and Hydro. With respect to Hydro s Code of Conduct, Hydro s Board of Directors and I are absolute in our expectations: These rules shall be followed without exceptions. While failure to perform may be excused, we can never compromise on integrity. Svein Richard Brandtzæg President and CEO Hydro s Code of Conduct 3

1 introduction This Code of Conduct is built on Hydro s values and provides a framework for what we consider responsible conduct. As a Hydro employee, you must follow the rules of the Code of Conduct, and always strive to exercise good judgment, care and consideration, in everything you do for the company. References in this Code of Conduct to Hydro or the company should be understood as Norsk Hydro ASA, and wholly owned subsidiaries. For legal entities where Hydro holds less than 100 percent of the voting rights, Hydro s representatives in the boards of directors shall act in compliance with Hydro s Code of Conduct and endeavour to implement the principles as laid down herein. Hydro does not accept any form of harassment or discrimination on the basis of gender, religion, race, national or ethnic origin, cultural background, social group, disability, sexual orientation, marital status, age or political opinion. 4 Hydro s Code of Conduct

2 scope and responsibility Hydro s Code of Conduct applies to all employees including temporary personnel of the company throughout the world and to the members of the boards of directors of Norsk Hydro ASA and of its subsidiaries as defined in section 1. This Code of Conduct applies to the employees of partly owned companies if, and to the extent, approved by the boards of directors of such companies. You shall avoid acting or encouraging others to act contrary to this Code of Conduct, even if such deviations under the circumstances may appear to be in the company s interest. If you are uncertain whether a particular activity is legally or ethically acceptable, you should consult - in advance as far as practical - with your immediate superior or the Corporate Legal Department. Line managers are responsible for making this document known to, and to promote and monitor compliance, in their organization. Should an improper practice or irregularity occur, Hydro is committed to respond appropriately and to take the necessary remedial action to prevent recurrence. This document has been approved by the Board of Directors of Norsk Hydro ASA. Any requested deviation from the requirements of this Code of Conduct will be handled by the President and CEO in accordance with The Hydro Way and Governance System, except that any deviation pertaining to the President and CEO or any Director will be handled by the Board of Directors. Violation of this Code of Conduct will not be tolerated and may lead to internal disciplinary actions, dismissal or even criminal prosecution. 3 our workplace This section relates mainly to Hydro s workplace and responsibility towards all employees and the communities we are a part of. 3.1 Human rights Hydro is committed to respecting and supporting the human rights of all individuals potentially affected by our operations. These human rights are defined in the Universal Declaration of Human Rights and related UN documents. Hydro is committed to the principles of non-discrimination and care for vulnerable individuals and groups. We also recognize that business can have an important role in supporting the fulfillment of human rights. Through our operations we are committed to the economic and human development of our employees and the communities in which we operate. 3.2 Working conditions and equal opportunities Hydro is committed to an inclusive work culture and appreciates and recognizes that all people are unique and valuable, and should be respected for their individual abilities and views. Hydro does not accept any form of harassment or discrimination on the basis of gender, religion, race, national or ethnic origin, cultural background, social group, disability, sexual orientation, marital status, age or political opinion. Hydro shall provide equal employment opportunities and treat all employees fairly and with respect. Hydro s employees and business Hydro s Code of Conduct 5

units shall only use merit, qualifications and other professional criteria as basis for employee-related decisions in Hydro, such as recruitment, training, compensation and promotion. We shall also show commitment to developing programs and actions to encourage a diverse organization based on the principle of equal opportunities. 3.3 Health, safety, security and environment Hydro is committed to protect the health and safety of our employees and contractors. We are committed to foster innovation and implement continuous improvement activities so that our activities and products have no or only minimal adverse impact on the environment. Health, safety, security and environment (HSE) are an integral part of Hydro s daily activities and are core elements of Hydro s identity. In doing so, Hydro contributes to the viable development of the communities in which we operate. You shall demonstrate proactive commitment to HSE excellence through your personal conduct and contribute to Hydro s business success through taking an active part in building a viable HSE culture. You are encouraged to motivate your colleagues to do likewise. You shall show determination and feel responsible for your own health, security and safety by being familiar with the risks relating to your work and the mitigating measures. Further, you shall execute your tasks in a secure, safe, healthy, environmentally conscious and efficient manner in compliance with applicable requirements. You must immediately report any accident, or incident at work that may cause injury or damage. You have the right to refuse to work in situations that may cause harm. In addition you have the responsibility to bring unsafe situations and behaviour that you observe to the attention of others at risk and report to the management. You should consequently be prepared to give and receive constructive feedback on any breaches of Hydro s HSE policy. You have the right to refuse to work in situations that may cause harm. In addition you have the responsibility to bring unsafe situations and behaviour that you observe to the attention of others at risk and report to the management. 3.4 Complaints, expression of concern and non-punishment Hydro wishes to stimulate open discussions about responsible conduct in an improvement-oriented and non-bureaucratic way. You should live by Hydro s values in every aspect of your job, not only by acting with integrity but also to speak up if you feel our values are being compromised. If you hear or see anything that might constitute a breach of law and/or compromise this Code of Conduct, or other steering documents, you should report it. Normally you should discuss your concerns and complaints with your superior. If you deem this not to be appropriate, you may address any of your other superiors, the local human resources or HSE staffs, your safety representative, the local compliance officer (where relevant) or the Corporate Legal Department. If you are uncomfortable using any of the above channels for any reason, you may bring your concern or complaint to the attention of Internal Audit Corporate through Hydro s AlertLine, a reporting tool which is available on the intranet, Internet and through toll-free telephone lines from all Hydro locations. The AlertLine allows you to report in confidence, in your preferred language and if you prefer anonymously. If you in good faith express a concern to a relevant body in Hydro relating to a possible violation of law or company policy, you shall be protected against any sanctions from Hydro or any Hydro representative due to your report. It is a violation of this Code of Conduct to retaliate against anyone for reporting a concern. Anyone who knowingly submits a false report may, however, be subject to disciplinary action. You are required to cooperate in good faith with any internal investigations relating to this Code of Conduct. 6 Hydro s Code of Conduct

4 business conduct Our ability to create value is dependent on high ethical standards being exercised in all relations with our owners, employees, partners, customers, suppliers and the societies in which we operate. 4.1 Compliance with Laws, Regulations and Hydro Steering Documents You shall comply with all applicable laws and regulations when conducting business on behalf of the Company including the laws of your home country which may continue to be binding while you are travelling abroad. You shall not assist others in any breach of laws, whether, or not, it constitutes an illegal act for the company or yourself as an individual. You shall adhere to the relevant Hydro steering documents in force at any time. 4.2 Corruption and bribery Corruption includes a wide variety of activities. Corruption is often about money but also includes other forms of favors, such as nepotism and favoring friendship. Hydro does not tolerate corruption and bribery, whether direct or indirect. You shall not, in order to obtain or retain business or other advantage in the conduct of business, offer, promise or give anything of value or an undue advantage to a public official or to any third party to influence such person to act or refrain from acting in relation to the performance of her/his duties. This applies regardless of whether the advantage is offered directly or through an intermediary. You shall not, in the conduct of your work for Hydro, request, accept or receive any improper advantage that may influence your decisions. Consequently, you shall be protected against any sanctions from Hydro or any Hydro representative for refusing to participate in any action that is or can be perceived as corruption, bribery or facilitation payment. 4.3 Facilitation payments Facilitation payments, also called speed or grease payments, are payments made to secure the performance of a routine governmental action or public service to which the payer has a legal right or other entitlement. Such payments are typically low in value. You shall never initiate or encourage facilitation payments on behalf of Hydro. Facilitation payments can only be made in exceptional circumstances, such as in cases of extortion where demands for facilitation payments are associated with expressed or perceived threats to life, safety or health. If you have been requested to pay, or have made a facilitation payment, you must immediately report it to your superior (in the proper corporate reporting system) and ensure documentation and proper recording of the transaction. 4.4 Gifts & hospitality Gifts or other favors to public officials or business associates shall comply with locally accepted good business practice. Gifts and other favors can only be given or granted provided that they are modest, both with respect to value and frequency, and provided the time and place are appropriate. Reasonable hospitality expenses (meals, travels, lodging and entertainment) incurred on behalf of public officials or business associates are generally acceptable if directly related to the promotion, demonstration or explanation of Hydro s products or services. In no event, can the purpose of any gift, hospitality or other expenditure be to cause the recipient to improperly perform his or her duties. You are not permitted to accept from business associates gifts or favors that may affect or appear to affect your integrity or independence. Gifts and other favors can only be accepted to the extent they are modest, both with respect to value and frequency, and provided the time and place are appropriate. If you are offered or have received such favors beyond common courtesy gifts you shall, without delay, notify your immediate superior or the Corporate Legal Department who will determine whether your integrity or independence may be perceived to be affected. 4.5 Charitable donations, sponsorships and community investments Charitable donations are payments made for the benefit of society in areas such as education, health, culture, support to non-governmental organizations and other social welfare causes. Payments shall be made without demand or expectation of any business return, but may result in goodwill among certain stakeholders. Hydro s Code of Conduct 7

Sponsorships are payments, in cash or in kind, to associate the company s name with an activity or an organization. In return Hydro receives rights and benefits, such as to promote its name, products and services. Sponsorships should reflect Hydro s values and quality, in addition to profiling Hydro positively, contributing to a strengthened brand, and creating pride among employees. Community investments are made to build local capacity, like education, culture and infrastructure, promote human rights, transparency and anti-corruption, and support economic development in the local community. You should seek advice from the Corporate Legal Department in all matters involving risk of antitrust exposure for Hydro, yourself or any of the employees who report to you. 4.8 Data protection and privacy Hydro protects information and data about current, former or potential employees, customers, suppliers or other business associates and their employees and other third parties, in compliance with applicable laws and regulations. Charitable donations, sponsorships and community investments shall be based on a business case and should aim at benefitting both the society and Hydro. A risk associated with charitable contributions, sponsorships and community investments is that they may prompt allegations of bribery. Such payments are illegal if used as a disguise for bribery. The Hydro Integrity Program Handbook (HIP) provides guidelines for reducing such risks. Entities involved in charitable donations, sponsorships and community investments must establish criteria and records for these purposes and report annually according to instructions from Corporate Staffs. 4.6 Political contributions/ activity Financial, or other contributions to political parties, officials thereof or candidates for public office shall never be made on behalf of Hydro. This does not preclude Hydro from supporting political views in the interest of the company or prevent employees from participating in political activities as private citizens. 4.7 Competition Hydro s policy is to compete vigorously and fairly in full compliance with laws and business ethics. You shall therefore comply with all applicable antitrust and competition laws. Everyone processing personal data shall do so in a manner compliant with relevant privacy legislation. Everyone processing personal data shall do so in a manner compliant with relevant privacy legislation. This means to ensure that all use of personal data, such as collection, registration, comparison, storage and deletion, or a combination of these, takes place in accordance with applicable laws and regulations. 4.9 Accurate and complete data, records, reporting and accounting Hydro is committed to transparency and accuracy in all the company s dealings, while respecting confidentiality and other applicable obligations. As a matter of applicable securities laws and stock exchange listing standards, Hydro is obligated to provide full, fair, accurate and understandable disclosure in its periodic financial reports, other documents filed with applicable regulatory authorities and agencies as well as in its other public communications. You must exercise the highest standard of care in preparing such materials, with particular attention to the following: Compliance with generally accepted accounting principles and Hydro s system of internal accounting controls is required at all times. All Hydro accounting records must be kept and presented in accordance with the laws of each applicable jurisdiction. They shall not contain any false or intentionally misleading or artificial entries. Moreover, they must fairly and accurately reflect in reasonable detail Hydro s assets, liabilities, revenues and expenses as well as all transactions or related occurrences which shall be fully and completely documented. No transaction may be intentionally misclassified as to accounts, departments or accounting periods, and unrecorded or off the books assets and liabilities should not be maintained unless permitted by applicable law or regulation. 8 Hydro s Code of Conduct

Hydro shall maintain a principle of openness and be honest and responsive when dealing with interested parties outside Hydro and society at large. No information may be concealed from the internal auditors or the independent auditors. The above also applies to non-financial reporting requirements, whether Hydro internal or legal requirements of your jurisdiction, including information related to HSE, CSR (corporate social responsibility), human resources or corporate governance. 4.10 money laundering, export / import control Hydro is committed to comply with anti-money laundering and anti-terrorism laws. Legislation related to export / import control and anti-terrorism imposes restrictions on countries, persons and entities with which Hydro may do business. Trade sanctions restrict either certain types of activities, or prohibit trade or transactions involving certain parties, countries, or regions. In particular, certain laws may prohibit Hydro from doing business with certain persons and organizations that are associated with narcotics, trafficking, terrorism, or other criminal activities together with those involved in the proliferation of weapons of mass destruction. 4.11 external communications Hydro s profile in domestic and international markets is greatly influenced by our ability to communicate consistently and professionally with external parties, including the media. Consequently, Hydro shall maintain a principle of openness and be honest and responsive when dealing with interested parties outside Hydro and society at large. To comply with the obligations applicable to a publicly listed company, and to secure a consistent company profile, only the following persons are generally authorized to speak to the media on behalf of Hydro: Communication department staff Senior executives of the group and individual business areas Plant managers or persons they authorize may speak with local media within their area of responsibility. Hydro s Communication department should be consulted when appropriate. Inquiries from financial analysts or investors should be passed on to Corporate Investor Relations. Inquiries from external lawyers should be passed on to the Corporate Legal Department. To ensure compliance with such legislation, you shall follow Hydro s procedure Integrity Risk Management for business partners, including agents and consultants. Hydro s Code of Conduct 9

5 personal conduct You are expected to conduct business and generally behave impeccably towards business associates, colleagues, and others. This includes being sensitive to and respecting foreign cultures and customs. 5.1 Conflict of interest You shall not seek to obtain improper advantages directly or indirectly - for yourself or someone closely related to you, or in any other way harm Hydro s interests, whether or not this constitutes criminal fraud. You shall not take part in, or seek to influence, any decision under circumstances that can give rise to an actual or perceived conflict of interest. Such circumstances may be, but are not limited to, a personal interest economic or otherwise directly or through someone closely related to you. 5.2 Use of company property and assets It is the responsibility of all Hydro employees and other representatives of the company to safeguard the assets and records of Hydro and its customers, suppliers and other business associates. All such assets shall be used and maintained with care and respect while guarding against waste and abuse. The use of materials, financial and other assets or facilities for purposes not directly related to company business is prohibited without authorization from an appropriate Hydro representative. The same applies to the removal or borrowing of company assets without permission. You should avoid having a personal ownership interest directly or indirectly in any other business or enterprise if it compromises or could appear to compromise your duties in Hydro. If you are in such a situation, you shall immediately inform your superior. Before engaging in any activity that may be perceived to advance the interests of a competitor. customer or supplier (or other business associates) at the expense of Hydro s interests, including serving on the board of such company, you shall consult with, and get approval from, your immediate superior. You must never act in competition with Hydro s business activities or otherwise in contravention with Hydro s interests. You may not use confidential information that has come to your knowledge in your service for Hydro for personal gain for yourself or others. Hydro is a drug-free workplace. Accordingly, you may not be under the influence of intoxicating substances, including alcohol, while at work for Hydro. 5.3 Substance/ intoxicants abuse Hydro is a drug-free workplace. Accordingly, you may not be under the influence of intoxicating substances, including alcohol, while at work for Hydro. Limited amounts of alcohol may, however, be served when the local custom and occasion makes it appropriate to do so, and provided the consumption will not be combined with operating machinery, driving or any other activities that are incompatible with the use of alcohol. You shall refrain from using, or encouraging others to use, intoxicants in a manner that can place Hydro or any of its business associates in an unfavorable light. If you become aware of a potential or perceived conflict of interest, you shall, without delay, notify your immediate superior. Conflicts of interest may not always be clear-cut, so if you are uncertain, you should consult one of your superiors or the Corporate Legal Department. 5.4 Confidentiality Intangible assets, such as intellectual property, innovative ideas, and business and financial information, are valuable Hydro assets and 10 Hydro s Code of Conduct

must be properly managed and protected. Hydro s general policy of openness and transparency shall not prevent appropriate protection of information that may be of value to Hydro s business interests. Information other than general business knowledge and work experience that that has come to your knowledge in your service for Hydro shall be regarded as confidential and treated as such. 5.5 insider trading Inside information is non-public information received or learned through your work for Hydro or otherwise which, if publicly known, may influence the price of the company s securities. You shall refrain from trading or giving advice concerning trade in the securities of Hydro and other listed companies on the basis of inside information regardless of whether you are formally registered as an insider. You must handle inside information as confidential and with due care to prevent unauthorized personnel from gaining access to such information. no rights created This Code of Conduct is a statement of certain fundamental Hydro principles, policies and procedures that govern the company s employees and members of the boards of directors of Norsk Hydro ASA and of its subsidiaries. It does not create any rights for any customer, supplier, competitor, other business associate, shareholder or entity or any other person that is not an employee or board member. Hydro s Code of Conduct 11

Hydro is a global supplier of aluminium with activities throughout the value chain, from bauxite extraction to the production of rolled and extruded aluminium products and building systems. Based in Norway, the company employs 22,000 people in more than 40 countries. Rooted in a century of experience in renewable energy production, technology development and progressive partnerships, Hydro is committed to strengthening the viability of the customers and communities we serve. Hydro Drammensveien 260 NO-0240 Oslo Norway Tel.: +47 22 53 81 00 Fax: +47 22 53 27 25 www.hydro.com Design and production: Artbox 02/2013 Hydro 2013