Code of Business Conduct and Ethics

Effective Date: October 1, 2023

1. Introduction

This Code of Business Conduct and Ethics (“Code”) governs the general commitment by Vanguard Renewables, Holdings, LLC. and its subsidiaries (collectively, “Vanguard”) to conduct its business activities in the highest ethical and professional manner and to put stakeholders’ interests first. Vanguard’s reputation for integrity is one of its most important assets and is instrumental to its business success. While this Code covers a wide range of business activities, practices, and procedures, it does not cover every issue that may arise during Vanguard’s many business activities. Rather, it sets out basic principles designed to guide Vanguard’s employees and executives, consultants and contingent, contract, or temporary workers are expected to comply with the principles of this Code and policies.

Every Vanguard employee — whatever his, her, their position — is responsible for upholding high ethical and professional standards and must seek to avoid even the appearance of improper behavior. Any violation of this Code may result in disciplinary action to the extent permitted by applicable law. Any employee who becomes aware of an actual or potential violation of this Code or other Vanguard policy is required to follow the reporting process described in Section 9 below.

2. Compliance with Laws and Regulations

Vanguard’s business activities are subject to governmental regulation and oversight, and it is critical that Vanguard and its employees comply with applicable laws, rules, and regulations. Employees are expected to refer to the guidance contained in the Employee Handbook and the various policies and procedures contained in the Vanguard Ethix360 Policy Library in compliance with these laws and regulations and to seek advice from managers and Legal & Compliance (“L&C”) as necessary.

3. Conflicts of Interest

Conflicts of interest may arise when a person’s private interest interferes, or appears to interfere, with the interests of Vanguard, or where the interests of an employee or the firm are inconsistent with those of a client or potential client, resulting in the risk of damage to the interests of Vanguard or one or more of its clients. A conflict may arise, for example, if an employee takes an action or has an interest that could appear to make it difficult for the employee to conduct the employee’s responsibilities to Vanguard  and/or the client objectively and effectively, or if such employee or any person associated with the employee, including but not limited to members of the employee’s family or household, receives an improper personal benefit, such as money or a loan, as a result of the individual’s position at Vanguard.  Vanguard will adopt procedures and controls designed to manage conflicts of interest. Employees are required to comply with these and other compliance related policies, procedures, and controls and to help mitigate potential conflicts of interest by adhering to the following standard of conduct:

• Act solely in the best interests of its stakeholders;
• Uphold Vanguard’s high ethical and professional standards;
• Identify, report, and manage actual, apparent, or potential conflicts of interest; and
• Make full and fair disclosure of any conflicts of interests, as may be required.

Conflicts of interest may not always be clear-cut, and it is not possible to describe every situation in which a conflict of interest may arise – any question with respect to whether a conflict of interest exists, together with any actual or potential conflict of interest, should be directed to managers L&C, or HR.

4. Gifts and Entertainment

Employees must act in the best interests of our stakeholders and consider the reputation of Vanguard when receiving or providing any gift or entertainment. Employees are prohibited from offering, promising, giving or receiving, or authorizing others to offer, promise, give or receive anything of value, either directly or indirectly, to any party in order to improperly obtain or retain business, or to otherwise gain an improper business advantage.

In addition, strict laws (including criminal laws) govern the provision of gifts and entertainment, including meals, transportation, and lodging, to public officials. Employees are prohibited from providing gifts or anything of value to public officials or their employees or family members in connection with Vanguard’s business for the purpose of obtaining or retaining business or a business advantage.  

5. Political Contributions

Employees are required to pre-clear political contributions made on behalf of the Company, or may create a Conflict of Interest, or create the appearance of impropriety.

6. Corporate Opportunities

Employees & Executives:

• are prohibited from taking personal opportunities for themselves that are discovered through the use of corporate property, information, or position without the consent of Legal;
• are prohibited from using corporate property, information, or position for improper personal gain;
• may not compete with Vanguard either directly or indirectly; and
• owe a duty to Vanguard to advance its legitimate interests when the opportunity to do so arises.

7. Competition and Fair Dealing

Vanguard seeks to outperform its competition fairly and honestly by seeking competitive advantage through superior performance; Vanguard does not engage in illegal or unethical business practices. Vanguard and its employees should endeavor to respect the rights of, and deal fairly with, Vanguard’s clients, vendors, and competitors. Specifically, the following conduct is prohibited:

• misappropriating proprietary information;
• possessing trade secret information obtained without the owner’s consent;
• inducing disclosure of proprietary information or trade secret information by past or present employees of other companies; and
• taking unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.

8. Confidentiality

Vanguard’s employees have an obligation of confidentiality to Vanguard and its clients. Confidential information includes non-public information that might be of use to competitors or that might harm Vanguard or its clients, if disclosed, and non-public information that clients and other parties have entrusted to Vanguard. The obligation to preserve confidential information continues even after employment ends. This obligation does not limit employees from reporting possible violations of law or regulation to a regulator or from making disclosures under whistleblower provisions relevant confidentiality policies and agreements.

9. Reporting Any Illegal or Unethical Behavior

Every employee is required to report any illegal or unethical conduct about which they become aware, including those concerning accounting or auditing matters. Employees may report concerns to their managers, HR, L&C by contacting the General Counsel or Deputy General Counsel directly or by contacting the Vanguard Hotline, contact details for which are available via the intranet homepage. Vanguard will not retaliate or discriminate against any employee because of a good faith report. Employees have the right to report directly to a regulator and may do so anonymously; employees may provide protected disclosures under whistleblower laws and cooperate voluntarily with regulators, in each case without fear of retaliation by Vanguard.

10. Protection and Proper Use of Vanguard Assets

Employees should make every effort to protect Vanguard’s assets and use them efficiently. This obligation extends to Vanguard’s proprietary information, including intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, systems, software programs, designs, databases, records, salary information, and any unpublished financial data and reports. Unauthorized use or distribution of proprietary information constitutes a violation of Vanguard policy and could result in civil and/or criminal penalties.

11. Bribery and Corruption

Vanguard employees are prohibited from making payments or offering or giving anything of value, directly or indirectly, to public officials of any country, or to persons in the private sector, if the intent is to influence such persons to perform (or reward them for performing) a relevant function or activity improperly or to obtain or retain business or an advantage in the course of business conduct.  

12. Equal Employment Opportunity and Harassment

Vanguard’s employees are a tremendous asset. Vanguard is firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment of any kind. In particular, it is Vanguard’s policy to afford equal opportunity to all qualified applicants and existing employees without regard to race, religion, color, national origin, sex (including pregnancy and gender identity/expression), sexual orientation, age, ancestry, physical or mental disability, marital status, political affiliation, citizenship status, genetic information, employment status, or protected veteran status or any other basis that would be in violation of any applicable ordinance or law. In addition, Vanguard will not tolerate harassment, bias, or other inappropriate conduct on the basis of any of the above protected categories.  

13. Record Keeping

Vanguard requires honest and accurate recording and reporting of information to conduct its business and to make responsible business decisions.  Vanguard’s books, records, accounts, and financial statements must be maintained in reasonable detail, must appropriately reflect Vanguard’s transactions, and must conform both to applicable legal requirements and to Vanguard’s system of internal controls.