Commitment to ethics

Letter from the board of directors

Ethics is not something that merely exists and we pretend. Indeed, Ethics is the cornerstone of our behaviour, it is the values that guide our decisions and the principles that conduct our relationships with de environment: an ethical behaviour approaches us to our highest aspirations and aims, as organization as well as individuals. Ethics forms a fundamental part of our heritage and we must make it clear every day in each of our decisions. It cannot be otherwise as long as decisions we make, when ethical, encourage ethical behaviour in others.

At Nortegas Energía Distribución, S.A.U. we don’t disregard that Ethics and Business are inseparably and unfailingly linked. We make ethics an essential element of our corporate culture and all of us have an obligation to see that the values of integrity, fairness and accountability are embedded in all we do. Ethics cannot be excluded, nor our conduct could be nothing other than ethical.

Our Code of Ethics express our shared commitment to operate with the highest level of ethical conduct. As an employee of Nortegas Energia Distribucion, S.A.U., you are responsible for fully understanding and complying our Code, and for deciding and acting in accordance with. Each one of us forming part of Nortegas Energia Distribucion, S.A.U. have the responsibility to follow the letter and the spirit of the Code and to deal with them who compromise our integrity. It is a matter of consistency.

A code cannot anticipate each context nor every situation, but all employees have to be prepared to face at all time and to behave ethically. If you see something wrong or you think something isn’t right, say something. Raise the issue and report. The reputation of each one of us is at stake. Never underestimate the importance of your conduct and the significance of always doing the right thing. Making this a company of which our customers, our shareholders and our relatives and neighbours can be proud or not, depends ultimately on it.

The Board of Directors

Code of ethics

We must to embed the values of Integrity, Fairness and Accountability in all we do. It is how we do business and we all share a responsibility toto achieve success. The Code of Conduct is our shared commitment to operate with the highest level of integrity and ethical conduct.

A SHARED Responsibility to…

Principles

Personal integrity:

  • Demonstrate the highest standards of business conduct – use good judgement and comply with the letter and the spirit of the Code.

Ethical decision?making:

  • Deal fairly and in good faith when conducting the Company’s business.
  • Managers must direct employees to the appropriate resources and ensure employees are protected from retaliation.
  • Ethical decision?making

Compliance with the Law:

  • Comply with the letter, spirit and intent of the laws and regulations that govern Company business.

Dealing with confidential information:

  • Protect confidential information and take precautions before sharing it with anyone.
  • Do not disclose confidential information from a former employer unless it has already been made public.

Sharing concerns and reporting violations:

  • Report known or suspected violations of the Code, internal policy, law or regulation related to Company business.
  • Intimidation or retaliation for good faith reporting or assisting in an inquiry or investigation is strictly prohibited.

Administration of the Code of Ethics:

  • The Code is a living document and serves as your first?line resource for ethical decision making.

Trust lies at the core of every Company interaction. To build long?lasting business relationships, we follow the law and treat every commercial player the way we would want to be treated ourselves — in an open, honest and respectful manner. And in those circumstances where we fail to live up to our standards, we identify the problem and fix it as quickly as possible

Principles

Unbundled activity and commercially sensitive information protection:

  • Act exclusively on the basis of objective criteria and operate network beyond the interest of any suppliers, ensuring an open, non?discriminatory and transparent access for third parties, making ancillary services available to all parties, safeguarding fair and efficient allocation of capacity, and rejecting incentives.
  • Unbundled activity and commercially sensitive information protection

Ethical business practice and conduct risk:

  • Promote ethical business practices – always deal fairly and in good faith – with customers, suppliers, regulators and other employees.
  • Never take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, or misrepresentation of material facts.
  • Never offer, give, solicit or receive anything of value, either directly or indirectly, if it is intended or appears intended to obtain an improper personal or business benefit or expedite or secure the performance of a routine government function.
  • Pay attention to abuses of a dominant position and comply with antitrust and competition laws.

Each of us shares a responsibility for preserving, protecting and safeguarding what we’ve built to position ourselves for continued success tomorrow.

Principles:

Protecting Company Assets and Using them appropriately:

  • Protect all company assets: our information; intellectual property; physical, technology and financial assets; and business relationships. Trust is essential to our business success.
  • Understand that NED monitors its systems to protect the Company, its employees and others in order to uphold the highest degree of operational excellence.

Maintaining Accurate Records:

  • Be accurate and complete in your recordkeeping and comply with all internal controls, policies and procedures.
  • Follow all Company procedures regarding document maintenance, retention and destruction.
  • maintaining Accurate Records

Avoiding Conflicts:

  • Avoid personal conflicts of interest, inside and outside the workplace. At all times, our conduct matters.
  • Never allow your position at NED to influence any personal or business advantages in any transaction.
  • Don’t let your activities outside NED reflect adversely on us or suggest a conflict of interest.
  • Don´t act for Nortegas Energía Distribución, S.A.U. in any transaction or business relationship where you or your family have a significant personal connection or financial interest.
  • Know when it’s appropriate to give/accept gifts. Certain gifts are not allowed under any circumstances.

Acting on Behalf of Our Company:

  • Know the limits on your authority to act on behalf of NED and don’t take any action that exceed those limits.

Communicating Responsibly:

  • Communicate responsibly – seek authorization to speak on behalf of Nortegas Energía Distribución, S.A.U.
  • Understand Company rules in your public communications, including your use of electronic communications and social media.

We all share a responsibility to treat each other respectfully and fairly, and foster an inclusive work environment.

Principles:

Diversity:

  • Treat others with dignity, and respect the diversity of cultures, backgrounds and experiences that make up our workforce.
  • Report any known or suspected behaviour that is unlawful, abusive or otherwise violates our policies.
  • Discrimination and harassment are not tolerated – any behaviour that creates an intimidating, hostile or offensive work environment is prohibited.

A Safe Workplace:

  • Comply with applicable laws and Company policies as they relate to ensuring the health, safety and security of our workforce, our customers and others who may be present on our premises.
  • Report any hazardous conditions in the workplace and any criminal activity or situations that can pose a threat to you or others. Acts or threats of violence should be reported immediately.
  • alcohol?free and drug?free workplace

Alcohol?free and Drug?free Workplace:

  • Do your part to promote an alcohol?free and drug?free workplace.

We all share a responsibility to be good global citizens and good stewards of the resources entrusted to us.

Principles:

Political Activities:

  • Do not involve the Company or use Company resources in connection with your personal political activities.
  • our neighbourhoods and communities

Charitable Contributions:

  • Give back and build stronger relationships to the communities where you work and live.

Human Rights:

  • Observe the Company’s Human Rights Statement where it is relevant to your role.

Corporate Responsibility:

  • Recognize your responsibility as a global citizen – get involved.

Environmental Stewardship:

  • Do your part to reduce the environmental impact of our operations.