investigation and closure of complaints received, except for accounting, internal accounting controls and auditing matters, which are reserved for oversight by the audit committee. The HRC received a code of business conduct and whistleblower report at each quarterly committee meeting in 2024. In 2024, the audit committee was advised that no complaints related to matters under its oversight were received.
Any actual, potential or suspected violation of the Code of Business Conduct can be reported anonymously directly to the company’s Chief Ethics Officer, as confidential designee of the audit committee, or via ClearView Connects, a confidential independent third-party ethics reporting service in accordance with the Whistleblower Policy, which is monitored by the company’s Chief Ethics Officer. Anonymous reports can also be made directly to the company’s corporate ethics office. Employees are encouraged to report through various channels, including but not limited to, their managers, human resources and security operations. These reports are brought to the attention of the corporate ethics office for review and addressing.
The Whistleblower Policy is designed as a safeguard against threats to the integrity of our financial reporting, threats to health and safety, wrongdoing by employees, representatives and business partners and actual, potential or suspected violations of our Code of Business Conduct and applicable laws, rules and regulations.
The Whistleblower Policy also includes anti-reprisal provisions to protect employees who make a report in good faith. All reports are investigated internally or by an independent external party.
Each year, employees receive refresher training on the Code of Business Conduct and our fraud risk assessment management program.
The 2024 Code of Business Conduct annual refresher training provided an overview of the elements of the Code of Business Conduct and, among other things, addressed harassment in the workplace.
Directors were provided with the 2024 Code of Business Conduct annual refresher training and confirmed compliance with the Code of Business Conduct.
Conflict of Interest and Related Party Transactions
The board expects directors, as well as officers and employees, to act ethically at all times. Under our Corporate Governance Guidelines and Director Conflict of Interest Policy, directors have an ongoing obligation to report potential or actual conflicts of interest and provide us with complete information on all entities in which they have a material interest, so that any potential conflicts, including related party transactions, can be identified.
A conflict of interest is broadly defined to include any situation where a director has a personal or financial interest in a matter which is the subject of an action or decision by Hydro One that does, has the potential to, or may reasonably be perceived to affect the objectivity of the director in carrying out their responsibilities and duties. It also represents an advantage or gain to the director or certain other persons. Additionally, it may otherwise affect their personal, business or professional interests. This definition is generally expected to capture any related party transactions to which such person is a party, and requires that such actual or potential conflict be disclosed to the chair of the board, the GRC chair and our General Counsel within a reasonable period prior to the meeting at which the matter will be discussed. If a director becomes aware of a conflict after a matter has already been considered, they must disclose the conflict at the next meeting. Upon disclosure, if the chair of the board (or if the conflict involves the chair of the board, the GRC Chair) concurs that there is a conflict (including a potential or perceived conflict), the applicable director will disclose that interest to the board or committee (as the case may be) and will recuse themselves from any meeting and any discussions or vote on the matter. To prevent conflicts from arising, directors are also required to obtain approval from the GRC before accepting new directorships or significant roles in other organizations. Changes in a director’s principal occupation must be reported in accordance with our Corporate Governance Guidelines and our Code of Business Conduct. Our Code of Business Conduct applies these principles more generally, and any waiver of an actual, perceived or potential conflict, including a material interest in a related party transaction, in favour of any director or executive officer will only be granted by the board.
The audit committee mandate provides that the audit committee will review any related party transactions that may have a material current or future effect on the company’s financial condition, results of operations or other matters.
We also ask our directors and officers questions regarding related party matters in our annual director and officer questionnaires, and we circulate a dedicated related party questionnaire to our board, senior executives and to the individuals who serve on the boards of Hydro One’s subsidiaries on an ongoing (at least biannual) basis in order to identify any interest in related party transactions. Any affirmative responses from these
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