Code of Ethics and Conduct Policy

Code of Ethics and Conduct Policy Policy statement Transpower s purpose is to connect New Zealanders to their power system, through safe, smart solutions for today and tomorrow. In working to achieve our purpose, Transpower s Directors, employees, contractors and consultants are expected to act in line with our values: The power of us. We listen to each other we unite to make things happen we are better together. We work with care. We care for each other and our communities and we keep everybody safe we are open, honest and respectful. We are here for New Zealand. We work had to keep the lights on for our fellow Kiwis and we re careful how we spend their money. We do clever simply this is a great place to work. We deliver excellence we change, adapt and make better. To achieve our purpose and uphold values, the Directors, employees, contractors and consultants of Transpower New Zealand Limited and its Subsidiaries (Transpower) should conduct themselves in a professional manner that demonstrates high ethical standards. Purpose of the Code This Code is the foundation upon which Transpower conducts its business and builds its good reputation. The Code is designed to promote and maintain high standards of ethical behaviour. It also provides advice on how to deal with ethical problems that may be encountered in Transpower s operations. CP.B.PP.004 1

Scope This policy applies to Transpower s: Directors; Employees; Contractors, who are paid on invoice rather than through Transpower s payroll system; Temporary Non-Staff Resources (TNSRs), who are a subset of contractors who are backfilling permanent Transpower positions; and Consultants, who include individuals or companies that provide advice and/or specialist services, options of certifications of some sort, for skills which are not retained on a permanent basis within Transpower. Refer to the Procurement and Management of Contractors Policy for more information on Contractors and Consultants. Roles and responsibilities Employees, Contractors and Consultants must: Sign the New Employee Acknowledgement Letter in the attached Appendix which specifically notes the requirement to comply with this Code. Act according to the standards of ethical and professional conduct set out in this Code. Managers must: Lead according to the standards of ethical and professional conduct set out in this Code. Ensure that these standards are communicated to the people who report to them. Directors must: Adhere to the highest standards of compliance and governance. Retain all rights and powers conferred upon them by the Constitution and the law. CP.B.PP.004 2

Standards of Conduct Required The standards of ethical and professional conduct required of Directors, employees, managers, contractors and consultants are outlined below. Failure to adhere to the following standards of conduct may lead to disciplinary action being taken. Alcohol and Drugs Drugs (including some over-the-counter and prescription drugs) and alcohol are identified as potential hazards in the workplace because they can modify an individual s perception, judgement and response. Every person who undertakes any kind of work for Transpower is expected to be fit for work, i.e. free from the influence of alcohol and/or drugs that could affect performance. The same expectation applies to visitors to our field sites and control centres. You must not use illegal drugs or misuse prescribed or over-the-counter drugs. No alcohol is to be consumed during working hours, unless approved in advance by a GM. Management of the risks presented by drugs and alcohol in the workplace is covered in detail in the Drug and Alcohol Policy. Refer to this document for further guidance. Attendance We expect that you will be present at work and perform your duties and responsibilities as required by your manager, and your employment agreement or contract. Any absence from work must be with authorisation. Refer to the Leave policy for further guidance. Compliance with Laws, Ethical Codes, Policies, Procedures and Instructions We expect that you will abide by and familiarise yourself with all applicable laws or regulations, ethical codes (as a result of your association with external professional institutions or bodies) and with Transpower policies and procedures and undertake any training on legal obligations and policies as required from time to time by your manager. We also expect that you will obey all lawful and reasonable instructions given by your managers. If you are uncertain as to whether an act or omission would be in breach of a law, regulation, policy, procedure or instruction, you should err on the side of caution and consult with the appropriate manager, People Team member or Corporate Governance staff member as soon as possible. Refer to Transpower Policies and Processes for further guidance. CP.B.PP.004 3

Confidentiality We expect that you will protect Transpower's confidential business information (i.e. information not in the public domain that has come to your knowledge by virtue of your relationship with Transpower). Except as required by law or in the pursuit of Transpower's interests, do not disclose confidential business information to any other person or use that information for your personal benefit or the benefit of others, whether during your employment or engagement or afterwards. Conflicts of Interest A conflict of interest arises when our person interests, or those of people close to us, conflict with the impartial performance of our public or occupational duties. Employees are expected to be free from actual or potential conflicts of interest that might influence their judgement or actions when performing their duties on behalf of Transpower. Interests that must be disclosed include: Directorships other than in Transpower subsidiaries. Significant financial interest in companies likely to do business with Transpower. Close family members who hold senior management positions (or higher) in companies likely to do business with Transpower. Employment of a close relative within a reporting line or the existing of a close personal relationship within a reporting line. Any conflict of interest or potential conflict of interest should be disclosed with your manager or the General Counsel, and recorded in the Staff Interest Register maintained by the General Counsel. Delegated Authority The Board of Directors delegates to the Chief Executive Officer, who in turn delegates to other levels of management certain rights to make operational and financial decisions within defined limits. This means that you may only act within the Delegated Authority Policy and any authority that may be specifically given to you under that policy. To protect Transpower and our suppliers, no-one may incur any liability on the part of Transpower without proper authorisation. Refer to the Delegated Authority Policy for further guidance. CP.B.PP.004 4

Gifts and Entertainment Gifts or personal benefits of any value may not be accepted from external parties if it could be perceived that this could compromise or influence any decision by Transpower. Refer to the Discretionary Expenditure, Gifts and Travel Policy for further guidance. Honesty and Integrity Transpower s reputation is important so deal with your colleagues, Transpower s clients, suppliers, and other parties fairly and in good faith, and not knowingly making false statements. Insider Trading Directors, Officers and staff of Transpower may not deal in listed Transpower debt securities or any other listed securities, or encourage ( tip ) others to do so, while in possession of Inside Information. This is irrespective of how you come to know the inside Information, including whether you learn it in the course of carrying out your responsibilities, or in passing in the corridor, or in a lift, or at a social function. Refer to the Insider Trading Policy for further information. IT Appropriate Use and Transparency Be aware that by using a Transpower computer, or connecting to Transpower s IT network (either physically or remotely) you are acknowledging that you will comply with Transpower s appropriate use and security policies. In addition to the other aspects covered in the policy this means that you give Transpower the right to view, without notice, any element of any computer connected to its network. Refer to the Information Security Policy and Security Awareness and Information Services Appropriate Usage Guidelines for further guidance. CP.B.PP.004 5

Maintain Expected Standards of Performance We expect that you will carry out your duties in an efficient, competent and diligent manner and that you will avoid any behaviour that might impair your work performance, the work performance of your coworkers. We expect that you will: Maintain proper standards of integrity and conduct in the performance of your duties during working hours and outside working hours where Transpower s reputation may be affected. Maintain all necessary qualifications (including registration and any annual certifications) to enable you to perform your duties legally, safely and efficiently. Dress in a manner appropriate to a professional organisation. Clothing and adornments that could reasonably be seen to adversely affect Transpower s professional reputation or interfere with your own, or another person s safety must not be worn. Media Statements The only people authorised to make statements to the media about Transpower s business or future areas of interest are the: Chairman of the Board of Directors; Chief Executive; General Manager General Manager Customers, People and Environment; Communications Manager; and Those managers who have specific authority from the Chief Executive or General Manager Customers, People and Environment Refer to the External Communications and Disclosure Policy for further guidance. Probity We expect that you will not demand, claim or accept any fee, gratuity, commission or benefit from any person, persons or organisation other than Transpower in payment for any matter concerned with your employment or with Transpower s intellectual property. CP.B.PP.004 6

Record Keeping We expect that you will: Create and maintain honest, full, accurate and timely records, reports, accounts and financial statements in accordance with responsible and prudent business practice; Record and document all business expenses in an accurate and timely manner; Disclose the above in accordance with any applicable laws, regulations and Transpower policies and procedures. Respect the Rights of Others We expect that you will: Treat others with respect and avoid any behaviours that are or may be perceived by the recipient as being intimidating, threatening or abusive; Avoid any behaviours that may endanger or cause distress to others; Refrain from allowing workplace relationships to adversely affect the performance of your duties; Respect the privacy of others when dealing with personal information, refer to the Privacy Policy for further guidance; Respect the cultural background of all people, in any dealings with them; Respect the safety and wellbeing of yourself and others in the use of Transpower s property and resources. Refer to the Safety and Health Policy for further guidance. Not discriminate against or bully or harass fellow employees, visitors or members of the public because of their sex, age, marital status, ethnicity, disability, religion or ethical beliefs, colour, race, political opinion, employment status or sexual orientation. Refer to the Bullying, Harassment and Discrimination Policy for further guidance. Security and Security Passes It is everyone s responsibility to ensure that people are able to perform their duties unhindered. It is also everyone s responsibility to ensure that people only have access to those areas (physical, intellectual and electronic programmes and domains) to which they have authorisation. Where a security pass or token is issued to you, ensure you carry it with you while on Transpower premises; and don t leave it unsecured. CP.B.PP.004 7

Transpower s Assets and Property We expect that you will: Use all reasonable endeavours to protect Transpower s assets and property from loss, damage, misuse, waste and theft; Neither use, nor allow the use of Transpower s assets, property, resources or funds under your control or care for anything other than for authorised and legitimate business purposes. Disclosure of Unethical Conduct Transpower has non-compliance procedures (including anonymous reporting) using the Fair Call Hotline (0800 100526) documented in it Compliance Policy for the reporting of any breach of this code, its legal or regulatory obligations, or Transpower s other policies or procedures. Breaches of Code Where a breach of this Code is alleged to have occurred by: The Chairman of the Board: the Board as a whole (acting together without the Chairman) and the Shareholders shall determine the appropriate steps to be taken. A Director: the Chairman of the Board (or his or her delegate if appropriate) and the Shareholders shall determine the appropriate steps to be taken. An employee: Transpower will act in accordance with its Discipline and Dismissal policy. Employees should be aware that minor breaches of this Code would normally be resolved internally and may result in counselling or the clarification of procedures to avoid further breaches. Serious or repeated breaches of this Code may lead to disciplinary action (including dismissal). A contractor or consultant: Transpower may treat that as a breach of contract and will take action in accordance with the applicable contract, which may include termination of the contract. Transpower may also report a breach of this Code to any applicable external professional organisation or authority, if relevant. Waivers No waiver of any provision of this Code shall be valid unless provided in writing by the Chairman of the Board of Directors with the prior approval of the Board of Directors. CP.B.PP.004 8

Monitoring and Compliance with this Code The General Manager Customers, People and Environment is responsible for monitoring compliance with this Code and reporting any noncompliance to the Board of Directors, and is also responsible for ensuring this Code is brought to employees, contractors and consultants attention on a regular basis. Breaches of this Code will be dealt with by the appropriate manager in accordance with this Code or the Discipline and Dismissal policy. Contact If you have any ethical questions or concerns contact the General Counsel. If you become aware of a breach of a legal obligation or a Transpower Policy, let your manager know as soon as possible. If this is not appropriate, contact your senior manager, the People Services Manager or use the anonymous Fair Call Hotline (0800 100 526), the procedures for which are set out in the Compliance Policy. Related policies, procedures, guidelines or legislation This Code is to be read in conjunction with the following legislation: Companies Act 1993 Securities Markets Act 1988 This Code is to be read in conjunction with all Transpower Corporate Policies, and with Individual Employment Agreements. Policy approval Policy approved by Transpower s Board of Directors or People & Performance Committee. Policy Owner General Manager Customers, People and Environment Effective Date February 2015 Next Review Date February 2020 Approval Note The General Manager Customers, People and Environment or the Chief Executive has the authority to approve minor revisions and amendments. Appendix Appendix 1 - New Employee Acknowledgement Letter. CP.B.PP.004 9

APPENDIX 1 New Employee Acknowledgement Letter [On Transpower Letterhead] Date Letter from the Chief Executive Dear. I am pleased to provide you with a copy of our Code of Ethics and Conduct Policy ( code ). The purpose of the code is to record and communicate to you the minimum standards of good business practice which we require. The code applies to our relationship with you and your relationship with your colleagues and our clients. The code provides important information on Transpower s policies and guidance on our requirements and mutual expectations. Read this document carefully and ask for clarification if you do not understand any of the information it contains. Alison Andrew Chief Executive EMPLOYEE ACKNOWLEDGEMENT I,... acknowledge that I have read and understood, and will comply with the requirements of Transpower s Code of Ethics and Conduct Policy during my employment. Signed:... Dated:... CP.B.PP.004 10