The board monitors compliance with the Code of Business Conduct through the HRC.
The HRC oversees the procedures of the Code of Business Conduct and Whistleblower Policy, including the receipt, management, investigation and closure of complaints received, except for accounting, internal accounting controls and auditing
matters, which are reserved for audit committee oversight. The HRC received a code of business conduct and whistleblower report at each quarterly committee meeting in 2025. The audit committee was advised that no complaints related to matters
under its oversight were received in 2025.
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 Mitratech Ethics Hotline, 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, such as their
managers, human resources and security operations. These reports are brought to the attention of the corporate ethics office for review and to be addressed.
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 program. The 2025 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 2025 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 concerning 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 affects, has the potential to affect, or may reasonably be perceived to affect the objectivity of the director in carrying out their
responsibilities and duties. Such a conflict of interest also represents an advantage or gain to the director or certain other persons, and 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. At the outset of each board and committee meeting, the Chair of the board or the applicable committee chair asks directors to disclose any actual, potential or perceived conflicts of interest
related to matters to be considered. 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 potential or perceived), 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 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
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