Business Ethics and Conduct Policy

La Política de Ética y Conducta en los Negocios se publica originalmente en idioma inglés, con el propósito de que sea más accesible a nuestros aliados estratégicos, pues su cumplimiento es de carácter obligatorio

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Policy

Alterlat Energía Alternativa de Latinoamérica SA de CV (hereinafter AlterLat) is committed to operate all of its activities within the spirit and letter of all laws affecting its business and staff members. All volunteers/employees must exercise the highest level of integrity, ethics and objectivity in actions and relationships which may affect the Organization or where the volunteer/employee represents or negotiates on behalf of the Organization. Volunteers/employees must not misuse the authority or influence of their positions in these relationships

Guidelines

1. General

A. This policy applies to all volunteers/employees of AlterLat

B. It always has been and continues to be the intent of the Organization that its volunteers/employees maintain the highest ethical standards in their conduct of Organization affairs. The following sets forth in summary form for the benefit of all volunteers/employees the Organization’s long-standing policy with respect to: (1) gifts, favors, entertainment and payments given or received; (2) potential conflicts of interest; and (3) certain other matters

The essence of this policy is that each volunteer/employee will conduct the Organization’s business with integrity, in compliance with applicable laws, and in a manner that excludes consideration of personal advantage

Strict adherence to this policy will protect the Organization and its volunteers/employees from criticism, litigation or embarrassment that might result from alleged or real conflicts of interest or unethical practices. Volunteers/employees should report potential violations of this policy through the head of the organizations or a member of the governing body. Upon notification of a potential violation, every effort must be made to protect the identity of the volunteer/employee, or the volunteer/employee may elect to report anonymously

C. This policy must be regularly communicated to all volunteers/employees

Appropriate communications also should be made to others outside the Organization who may transact business with the Organization. These policies may be supplemented from time to time by more specific guidelines

2. Conduct with Vendors – Gifts and Gratuities

To ensure the highest level of objectivity in dealing with its vendors, suppliers, contractors and agencies, volunteers/employees shall not:

A. Solicit, request or accept any gratuity, kickback, free services or special favors from vendors, agencies, suppliers or contractors of the Organization that would, in any way, place the Organization or the vendor in an uncomfortable or compromising position. Normal business entertainment or gifts of a nominal value (defined as USD$100) that are consistent with generally accepted industry practice may be accepted when such have not been solicited and are not being made in return for a special consideration or decision. Cash in any amount shall never be solicited or accepted

B. Utilize for personal use hotels, lodges or retreat facilities or other lodging owned or supplied by vendors, suppliers, contractors or agencies. Infrequent exceptions for events such as supplier-sponsored seminars must have advance written approval of the head of the organization

C. Jointly own property with or conduct any business not on behalf of the Organization with any vendor, supplier, contractor or agency or their officers or employees

3. Conduct with Members, Associates & Customers

Entertainment and/or gifts to any members, associates, customers, members of the governing body and/or any other persons dealing/associated with AlterLat activities, should always be in good taste, modest and should not be of a character or amount which is intended to influence the individual from making an independent decision

A. All entertainment must be closely associated with business discussions, presentations, etc., and detailed records must be kept of such entertainment

B. Any gifts exceeding USD$100 received by a volunteer/employee from any vendor, sponsor, member, associate, customer, member of the governing body and/or any other person dealing/associated with AlterLat activities, regardless of its nature (speaking engagement, presentation, celebration and/or recognition) must be reported to the head of the organization. Such gifts, excluding normal gratuities for services rendered, should never be in the form of cash

C. In any instance where there may be a question of whether entertainment or a gift is inconsistent with this policy, advance approval must be secured from the head of the organization before the expense is incurred.

4. Undisclosed Commissions, Kickbacks, Bribes, Etc.

The Organization shall not authorize or condone any payment by a volunteer/employee that is in the nature of an undisclosed commission, kickback or bribe to a third party for obtaining discretionary business, a contract, a competitive award or otherwise bestowing a special favor. Likewise, no payment shall be made to any sales agent, consultant or other independent third party with the intent or understanding that any part of such payment is to be used for any purpose or remitted to any other person or entity other than as described by the invoice or document supporting the payment. No deviation from this policy is authorized under any circumstance

5. Other Potential Issues

A. Any ownership position held in any vendor/supplier firm must be disclosed to the governing body and/or the head of the organization

B. Any family member employed by a vendor/supplier, or who has a financial interest in a vendor/supplier must be reported to the governing body and/or the head of the organization

C. Any situation, or involvement with a vendor/supplier that could be construed, by a reasonable person, as a potential conflict of interest should be reported to the governing body and/or the head of the organization

6. Political Contributions and Activities

A. The use of Organization funds for political contributions, whether direct or indirect, is prohibited

B. Political activities: The Organization encourages individual volunteers/employees to be active participants in public affairs, and to support the political parties, candidates, advocacy organizations, affiliations and charities of their choice. Occasions may arise when these actions may appear to be in conflict with the prohibition of political contributions by the Organizations. Management must be alerted to this situation and obtain formal approval from the head of the organization or governing body before giving authorization in any instance where there is the slightest question as to the propriety or legality of an action

Under no circumstance should any personal involvement in such activities result in any material impact on any AlterLat business activity or function, nor indicate any relationship to, representation of, or support of AlterLat

7. Procedures for Addressing the Conflict of Interest

A. Should the head of the organization become aware of a potential conflict of interest, an investigation shall be initiated and a determination made whether a special session of the governing body will be convened. At the discretion of the governing body, an interested person may make a presentation, but after such presentation, he/she shall leave the meeting during the discussion of, and vote on, the transaction or arrangement that results in the conflict of interest

B. The head of the organization or governing body, if appropriate, shall appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement

C. After exercising due diligence, the head of the organization or governing body shall determine whether AlterLat can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest

D. If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the head of the organization shall refer the matter to the governing body. The governing body shall determine by a majority vote of the disinterested members whether the transaction or arrangement is in AlterLat’s best interest; for its own benefit; whether the transaction is fair and reasonable to AlterLat; and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination

8. Violations of the Business Ethics and Conduct Policy

A. If the head of the organization or governing body has reasonable cause to believe that any volunteer/employee subject to this policy has failed to disclose actual or possible conflicts of interest, it shall inform the volunteer/employee of the basis for such belief and afford the individual an opportunity to explain the alleged failure to disclose

B. If, after hearing the response of the party subject to this policy and making such further investigation as may be warranted in the circumstances, the head of the organization or governing body determines that the volunteer/employee has in fact failed to disclose an actual or possible conflict of interest, it shall direct that appropriate disciplinary and corrective action is taken

9. Financial Statements

AlterLat has high standards for achieving its operating and financial objectives. These results must be achieved with the same high standards for accounting and financial reporting methods. Accounting and financial reporting practices must be fair and proper, in accordance with generally accepted accounting principles (GAAP), and using management’s best judgments where necessary

The Organization does not condone practices that might lead to fraudulent or deceptive financial reporting. While difficult to give an all-inclusive definition of fraudulent or deceptive financial reporting, it is, in general, any intentional or reckless conduct, whether by act or omission, that results in materially misleading financial statements

Clear, open and frequent communication among all management levels on all significant financial and operating matters will substantially reduce the risk of problems in the accounting and financial reporting areas as well as help achieve operating goals of the Organization. All volunteers/employees are expected to be aware of these risks and to communicate accordingly

10. Responsibility

The governing body has the responsibility for the oversight of this policy throughout the organization. The head of the organization has responsibility for the administration of this policy

11. Nondisclosure of Confidential and Proprietary Business Information

Volunteers/employees may have access to confidential and proprietary business information, including but not limited to the following: marketing information, customer/supplier/employee data, financial/transactional data, customer prospect information, software/systems, and other confidential information including potential mergers or strategic partnerships, discussions and/or negotiations with other organizations to further the mission. This confidential and proprietary business information, as the property of AlterLat, may not be disclosed to any third party either during employment or tenure in any volunteer capacity, or after termination of this agreement for any reason

12. Professional Relationships

AlterLat recognizes that close working relationships will develop between employees/volunteers as well as between staff members, members, customers, associates, faculty, members of the governing body and other persons dealing/associated with AlterLat activities. Should contacts extend beyond the scope of a professional relationship, it is expected that the relationship will be brought to the immediate attention of the head of the organization or governing body. Following notification, action may be required to protect the interests of AlterLat and/or interests of either party involved. If intervening action is warranted, the intervention shall include any necessary steps up to and including revocation of volunteer/board member appointment, reassignment of a staff member and/or termination of employment

13. Alternate Reporting Procedures

If a business ethics and conduct concern involves either the head of the organization or member of the governing body, and the reporting party believes the concern cannot be handled internally, the concern may be filed directly with outside legal counsel