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A summary of the laws and codes relating to ethical behaviour by International Power (IPR) employees is contained in the Summary of Ethic Laws and Codes. These laws and codes must be complied with at all times. If you require more information on these laws and codes then contact the Company Secretary or your contact within the Company’s legal department. IPR operates in many different countries of the world with widely differing laws, regulations, customs and business practices. IPR has to conform to the local societal norms and values enshrined in these countries laws, regulations, customs or business practices, as long as compliance does not breach any other part of these Business Policies. If in doubt contact the Company Secretary or the Head of Internal Audit.

1. Relations with Officials and Prospective Business Partners
1. Unethical or unlawful payments should neither be made nor received, directly or indirectly, regardless of the amount.
2. At all times you should avoid practices which might be construed to promote your own or IPR’s interests by other than legitimate means.
3. Commissions, consultants’ fees, retainers, loans, agents or advisors fees or similar payments should be covered by a written contractual arrangement and the fees should be clearly related to, and commensurate with, the services being performed. Should this clear relationship not exist or if such payments be regarded as an improper inducement, they should not be made or accepted. Any services IPR requests any agents or consultants to obtain need to be proper in themselves and be obtained in a proper manner.
4. Agents, consultants or advisers acting on IPR’s behalf should be made aware of IPR’s Business Policies and expectations.
2. Business Gifts and Hospitality
1. Gifts and hospitality within the context of business relationships or activities should not be given or accepted if they could influence, or deemed by others to influence, a business decision or be considered by an impartial observer to be extravagant. Gifts, hospitality or other favours must never be solicited. All spending on gifts and hospitality should be properly authorised and recorded. A register of all gifts and hospitality given or received must be maintained by each business unit and functional department.
2. It is not company policy to offer gifts other than of nominal value. Simply, no business gifts or hospitality should be accepted other than those which are legal, ethical and of a modest value. Modest hospitality in the course of official business can be offered and accepted as part of normal business courtesies. In the event of larger (or repeated) gifts or hospitality being considered, approval must be sought from an Executive Director.
3. When assessing the value and nature of gifts or hospitality to companies or individuals of another country, it is important to assess their value and nature, not only by the standards of the giver, but also by those of the recipient, who may ascribe a different value to them, according to their cultural and economic expectations. Refusals of offers of gifts or hospitality should be framed with due regard to the actual background and expectations of the offerer. If necessary, reference to this Policy and the constraints it demands, may be required.
4. You must notify your manager of any gifts or hospitality outside normal business criteria (including trips, discounts, loans, commissions or other favours) which have been offered to you, especially if it is suspected that the gift may have been offered in order to influence you in the conduct of your duties. If the issue of materiality or motive is still in doubt, your manager should determine with the Company Secretary or the Head of Internal Audit what course of action should be taken.
3. Conflicts of Interest
1. IPR personnel are required to serve the interests and needs of IPR with undivided loyalty. In fulfilling this obligation, IPR Personnel are to avoid any real or apparent conflict between their personal interests and those of IPR. Any personal interest, direct or indirect, which might affect or be perceived to affect your impartiality in any matter relating to your job should be declared to your manager or the Company Secretary in writing. Any such declaration of interest shall be made available to Internal Audit.
2. Such interests might include:
• a financial interest, for example through a major shareholding, in a company with which IPR has any trading or commercial relationship;
• a close family or personal relationship with anyone who has such an interest or holds a senior position in such a company;
• any transaction or activity that is directly or indirectly adverse to the interest of IPR or might affect or appear to affect the employee’s judgement or decisions on behalf of IPR.
3. You are expected to devote your working hours to discharging your duties to IPR under your contract of employment. Your outside interests must not become detrimental to IPR by their nature (eg. active trading with a competitor, a supplier or with IPR itself) or due to your involvement during working hours. If in doubt about accepting involvement in any outside interest, seek the advice of your manager.
4. Proper Control and Accounting
1. All companies owned, managed or controlled by IPR and, so far as possible, all investments and joint ventures in which IPR holds any interest, must maintain adequate systems of internal control and institute measures to secure compliance with company policies. The objectives of internal control include:
1. the achievement of business objectives efficiently and economically;
2. the reliability of information used internally and for external reporting;
3. the safeguarding of corporate resources; and
4. compliance with laws, regulations and the policies of IPR.
The measures to be instituted include attention to the following:
1. the control environment;
2. information and communication;
3. risk analysis; and
4. monitoring
All incidents involving a breakdown of control leading to any actual or potential loss should be reported immediately to the relevant manager and Internal Audit.
2. It is company policy that (a) the operational records and accounts of the business are to be reliable, truthful, accurate, complete, up-to-date and in compliance with prescribed standards and regulations so that they are suitable to be a basis for informed management decision making; and (b) that there should be no falsification. The prompt recording and proper description of operations and of accounting transactions is a duty of responsible staff. There are to be no secret or unrecorded activities, bank accounts, funds of money or other assets; no liabilities are to go knowingly unrecorded or not provided for; and there are to be no “off-book” transactions. Not only do these policies represent good business practice they are required to meet the provisions of the US Foreign Corrupt Practice Act and the UK Anti-Terrorism Crime and Security Act 2001 (see Summary of Ethic Laws and Codes for details).
3. If, regardless of IPR/IPR Personnel's efforts in this regard, standards are not applied in companies in which IPR has an interest, IPR Personnel should refer the matter to the relevant manager and to the Head of Internal Audit.

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