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Code of Corporate Ethics

The main document defining values, principles, standards and norms of ethical behavior in the Company is the Code of Corporate Ethics.

The Code of Corporate Ethics is developed in accordance with the Federal Law from 25.12.2008 No. 273-F3 "On Combating Corruption", the Corporate Governance Code approved by the Board of Directors of the Bank of Russia on 21.03.2014 (Letter from April 10, 2014 No. 06-52/2463), Methodological recommendations on development and taking of measures to prevent and counteract corruption by organizations, approved by the Ministry of Labor and Social Protection of the Russian Federation on 08.11.2013, and the Code of corporate governance of PJSC RusHydro

The Code of Corporate Ethics of PJSC RusHydro was approved by the Board of Directors of PJSC RusHydro (Minutes of the BoD No. 235 from 08.04.2016, with amendments approved by the Company Board of Directors (Minutes No. 281 from 27.12.2018)).

The Code of Corporate Ethics contains the basic norms, principles and standards of behavior for the organization (including employees and management bodies):

  1. Compliance with the Constitution of the Russian Federation, federal constitutional and federal laws, other regulatory legal acts of the Russian Federation, local regulations of the Company.

  2. Performance of duties in good faith, impartially and professionally and exercise of powers for the benefit of the Company, its employees and shareholders;

  3. Compliance with the norms of labor, professional ethics and rules of business conduct in communication with colleagues, counterparties and other interested parties of the Company;

  4. Impartial and independent attitude to counterparties, political parties, public associations and other interested parties and exclusion of actions, situations, or behavior with respect to the latter associated with the influence of any personal, property/financial and other interests that prevent the faithful performance of their employment duties and that can damage the reputation of employees or the Company's reputation.

The Code of Corporate Ethics also establishes the following requirements with respect to management bodies:

  1. To be a model of professionalism and impeccable reputation for subordinate employees, and to promote a moral and psychological climate favorable for efficient work.

  2. To take all necessary measures to prevent and resolve conflicts of interest.

  3. To take all necessary measures to prevent unlawful actions on the part of subordinate employees that may be aimed at violation of the interests of the Company.

  4. Not to force employees to participate in the activities of political parties and public associations.

  5. To set an example of honesty, impartiality and fairness by personal behavior.

The Code of Corporate Ethics is implemented in the RusHydro Group by means of:

  • development and approval in all companies of the Group of unified local regulations containing specific rules, requirements, restrictions aimed at implementation of the principles of the Code of Corporate Ethics;

  • informing (acquainting) of all employees of the implemented rules, requirements and standards, as well as consulting them for compliance;

  • establishment of Ethics Commissions in the Company and the CO, the main purpose of which is to assist the Company and the CO in matters of compliance by employees and managers with the standards of corporate ethics, including consideration of revealed violations, as well as development and monitoring of recommendations to eliminate such violations.

When making decisions, the management bodies of the Company and the CO shall strictly adhere to the principles and standards set forth in the Code of Corporate Ethics, acting in the best interests of the Company and avoiding conflicts of interest.

In particular, in order to prevent conflicts of interest, the Audit Committee under the Board of Directors carries out a preliminary review of transactions1 concluded by the Company with persons affiliated with the Company's significant shareholders (except for the Russian Federation) to determine whether or not these transactions contain a conflict of interest of the Company's significant shareholders.

1 Conflict of Interest transactions shall mean the Company's transactions with persons affiliated (related) to the Company's substantial shareholders (except for the Russian Federation) entered into in order to obtain unreasonable profit (income) at the expense of the Company.