Regulations Related

To Conflict of Interest
General Provisions
Section (1) (1)
Purpose and Objective
The purpose of these regulations is to "! ##$ %## &##! '## # ) # # ,## %## #
ensure the compliance by the Company and #### 1 ####.2 3 ####4 ####.5678" . #### #### ./
its Employees with internationally . . .
recognized and accepted business and
ethical standards.
The objective of these regulations is to ?#@ "#. # # = ' # ' > # # ,# #; %
enhance the confidence of outside Entities :B " % D ./"! $ ' F
in the integrity of the Company and its
Employees by:
establishing clear rules of conduct with # # @ # H 3 # ) # I> I##) %.F # 5 J##)
respect to Conflict of Interest for, and # #2L %./ # J#. M N# 1O >
post employment practices applicable . Q
to all Employees; and
minimizing the possibility of Conflict # %.# R#$2> ?# # # > .F % I
of Interest arising between the private N### ? ###H %./ ### . ###S" ###1M .### Q$
interests and official duties of ###2 U ###I ,###& ###= ### ? ###) &### ###W
Employees and providing for the .
objective and fair resolution of such
conflicts should they arise.

Section (2) (2)

Scope of Application B.1O> OF
These regulations apply to all Company @!N YW !"$ ? / J. M N , B1O2>
Employees. All Company Employees must . R & . "! $ ? /
comply with these Regulations.

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 Section (3) (3)
Conflict of Interest Committee > 2W
The Chairman of QEWC Board of > ,./2> 2W !"$ Z W Z. %.
Directors shall appoint a Conflict of B.1O> %H "=! 4 L6L % & $ >
Interest Committee of three or more . ,
members to administer these regulations.

Duties of Employees %./ 1M

Section (4) (4)
Avoidance of Conflict > U ?@ 5 Y2W>
of Interest
Employees shall avoid Conflicts of Interest # # > U # ?#@ #5 Y#2W> %./ N YW
whenever possible, and disclose them to # # > #2W "! #$ 6## #2 D## #! # !
the Company and the Conflict of Interest . L 2
Committee when they do exist.

Section (5) (5)

Dealing with & ./.!
Former Employees %. H %./ J
Employees who have in the course of 6 # ^## "## @ 6##7 ^ O "##> % ,## %./ # N## Y##W
their employment official dealings _ #H "^ # 6# "! #$ # %. #S %./ # J . S
with former employees of the !"##$ # %. # #56 ,#& #= %#
#H %./ # R#
Company, who are governed by post- ?##@ # . # 2 # Q # # "##Ma # 4Q
employment measures set out in the . !"$ J "1 &
Company Employment Contract,
must report this fact to his line
manager.

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 Prohibited Deeds bI 8
Section (6) (6)
Conflict of Interest > /
Employees or their Families shall not have "#.c " #d 1 I # 6 # > ^ 6 %./ W U
a direct or indirect Interest in any Entity J## . 1 # H # . # W> # 56 g## # .! # "##d 1
having current or prospective business g#S ,# #W #$2 # .1 %# "b2 i !"$
relations with the Company, irrespective of Y ###; ###F ### U ### ###. D### ###! ###S
the activity of that Entity, be it a contractor, .D " .c
supplier, customer, landlord, sponsor, or
otherwise.

For purposes of these regulations, family is '## ## k##/ l## " > ^##> ## ,## ##; J## ##5 />
defined as the Employee's spouse, children. . 2 l
All Employees are prohibited to perform or # 4 6 # # # '%./ # J##. M N## "##bI
engage in any transaction or business #.F # #M > #5 ) 8 ^ H/F i " > W>
venture or deliberately expose themselves . >
to any situation where Conflict of Interest
exists or may exist.

Section (7) (7)

Outside Business Activities and & OF 7 W O$F8
Private Interests . Q$
All Employees are prohibited from . !"$ OF 7 ' % %./ J. M J2
engaging in any business activities outside O$F8 .1 % "b2 " , B1O2>
the Company. The provisions set forth in " MR & 5 7 > oF ! S W
this Section shall apply irrespective of the S "! ^c" N . 1 U % ".c "M
nature of such business activities, whether O$F , l , % N/
that was beyond the official working hours . " N > U ".7 HSp . M
and with or without pay or other form of
consideration. Notwithstanding the
foregoing, an Employees participation in
non-profit charitable societies and agencies
shall be exempted from the application of
these Regulations.

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 Section (8) (8)
Bribery and bI YH $>U
Prohibited Benefits
Employees shall not offer, promise, give, > I2 d " %./ W U
pay, solicit or accept any bribe in the form . q 1 & d ?@ oF ! S 15 1 @
of either money or anything else of value . .4/> 6 N I . .d8 % ".c
for the purpose of improperly obtaining or . .d8 N d" & $> . "$ ".c
receiving favorable treatment. This 1 " $ 1M @ .4 : . "4 " >
includes, but is not necessarily limited to, .
entertainment, meals, refreshments,
gratuities or gifts.
Employees shall not accept a gift, .d8 % ".c @ .) 15 %./ W U
entertainment or anything else of value & 15 % > ^ > S .
from a contractor, supplier, customer, J W> 56 gO "> .! & ./! Y ;
landlord, sponsor or any entity with whom D % N2= H> . !"$ % 1H .O7 @ !"$
the Company has commercial dealings ? I @ .4 .5 .@ W > U ? U I
without the written consent of the & S & .15 % " > 7 N %. % !"$ 4>
Company, except where, in the case of a . 2 S S .H oI> &7 > ? .
gift or entertainment, the value of which is . !"$ "> 5 ? 1
within the limits prescribed by the
Company from time to time, or is of a
promotional nature and within commonly
accepted industry practice and guidelines
established by the Company.
Employees shall not accept loans from W> 56 M I2 > "5 15 %./ W U
Entities doing business with the Company, 2 I2 > ? . Q$ " 2= S !"$ J
except for normal personal loans from . " . HSp
banks and recognized financial institutions.

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 Employees Declarations %./ c6
Section (9) (9)
Record of Conflict of Interest & > WS
Employees shall keep a record of all Y#H U # &#! g#.@ & > WH / U %./ N YW
Prohibited Benefits and Conflict of Interest ^ .# Y#W . L # 2 > U bI
cases when they occur. They will
# a #1 # @ /# #.O7 % "#d 1 ^ # 1
immediately notify their line managers of . @ "
same in writing for such managers written
advice or approval.

Section (10) (10)

Reporting to Line Management "d 1 " 6
If an Employee has any doubts about a Y#H > # d g> S ! l N %.
Prohibited Benefit or Conflict of Interest N# I # "#d 1 " # #$ S > bI
situation he must consult his line manager. . 6 ".c "O " U g > 2 gI
This shall protect his interest if he is later
accused of acting improperly.
Any Prohibited Benefits given or offered # > #)" ^#> #bI Y#H > & .WH> YW !
that exceed the guidelines set forth in these ?##@ # ,## # g##. o## F # # .5 # W > l##
Regulations must be recorded in the annual "###bF " ) ### ### > 61### " ###Q 2###H ### 2
Conflict of Interest Declaration form (See .( 1 ^5 BI
Attachment 1).
Section (11) (11)
Conflict of > 6
Interest Declaration
Employees, who receive the appropriate 61### " ###; Q ### 2 ###H % ,### %./ ### N### Y###W
Conflict of Interest Declaration forms from # ,##./2> # 2W N## # M^ ##L # _1 > " # # >
Conflict of Interest Committee, shall fill . 2S &! % " 2 31 W U ?@ >
these forms and return them to the Conflict
of Interest Committee by 31 January each
year.
Employees shall record on the form such &#.15 % ! , 2 N & .WH> ^ . YW
information as may be prescribed by the "!,# & .1#S N# D# " @? 7 N %. % !"$ I>
Company from time to time, including # 15 l N o)" bI J@ 2 " I U
without limitation, any Prohibited Benefits ,##Q>? ## " ##Ma .##4 2 ## 6. ##2H 6##7
that was offered or accepted by him during 7 S W> $F 4 & WH g. . FR$
the previous calendar year, and the action . !"$ % , " 5 S"! $ g
taken, any business activity outside the

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Company and Family members working
for the Company.
Employees ,as specified by Conflict ### ,###./2> ###2W ^ ###I> % ,### %./ ### N### Y###W ### !
of Interest Committee, shall also %### ###. Q$ > ^ ### ### 5 ### ###>
include a list of shareholdings and %. # #"!$ 1#H 2 "! $ ^ S8
interests in Affiliates, contractors, !"$ 8 % I; %
suppliers, or landlords or sponsors # S # 5 ?##@ W##H ##"!d # ^ # S 6 # 2= # S )
of the Company held by themselves Y#HI ^ >6 # N# D# B#1O2 .( #. w# "O5
(excluding any shareholding in a . ) xI "M^
company listed on the Qatar Stock
Exchange), and to the extent within
their knowledge, after reasonable
enquiry, their Families.

Section (12) (12)

Prior Declaration of > % 6 a& 15
Conflict of Interest
Employees shall declare any ## ## %## % "##d 1 " ^ ## 6## %./ ## N## Y##W
Conflict of Interest regarding their # .# Qd # %# ?@ >
and their Familys interests in &# S @? 1 & 15 D 2. M " ^ 58
Entities to their line managers, ## 5 2 ## W 6 ## U ##W ?##@ !"##$ ##
before commencing work on any . # W D# > J# 56 67 % !"$ 31>"> ? 5
business dealings, tenders or . 56 % ^ / ? ^
contracts for the Company
involving such Entities. Their line
managers will then relieve them of
that work.

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Employees shall also declare and "#d 1 .# Qd # % 6 a %./ N YW !
be relieved from work on business !"#$ J# #56 # O "> # W> "! d " d 1 ".c
dealings, tenders and contracts for % ? 5 5 2 W 6 U W ?@
the Company involving business &# %# ^ #/ Y#W # ! # ) > Y1H> FRd
enterprises in which they have a .U W D > ?@
direct or indirect interest that may
cause a Conflict of Interest
situation.

Section (13) (13)

List of Exposed Employees %.)" %./ 5
The Conflict of Interest Committee, &##15 %## # 2. # # > # ,##./2> # 2W N## Y##W
appointed by the Chairman of QEWC # % ,# %./ # #SR # 5 a Z W Z.
Board of Directors shall prepare a list of # #Q " .MR# # .1 5 U W ?@
employees involved in contracting, sales or " # "> F ^ . H> YI W 2
lease, of services, materials, property of . 2S &! % "1 H 31 5 ?@
products and forward them a Conflict of
Interest form by 31 December each year.

Section (14) (14)

Confidentiality of Declarations c61 " S
J "H & > > ,./2> 2W N YW
The information in the forms shall be
% " ### ### 2 l###$ ###W ### 2 ###F ###
treated by the Committee as confidential
.(6a ))" S N % "d 1
and shall be released to employees line-
Managers only on a need to know basis.
The Committee shall prepare a summarized " #Ma % #4 y#Q "# " > # #2W N YW !
report to Chairman of the Board of ?#@ a Z# W Z.# N# J#@" # Q> ? ^ .;
Directors by 30 April each year, of . 2S &! % & " 30 5
recommendations and actions taken.

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 Section (15) (15)
Reporting to the a Z W Z. N " J@ ./.!
Chairman of the Board
The Conflict of Interest Committee shall ?# # 2 J# M # # > # ,./2> 2W N %.
collate the forms submitted by Employees Z.## N## # # 6 " # # # / #
and prepare the necessary reports to the ####S %#### g####2. ####I ####. ? ####@ a Z#### W
Chairman of QEWC Board of Directors . / " Ma . 6
within the agreed timescale to exercise the
authorities and procedures detailed herein.

Disciplinary Accountability .1 R . _H
Section (16) (16)
Disciplinary Accountability .1 R . _H
Every employee who violates the %# U _#H "1 , 8 / Q Y >" l!&
. .1 R " Mz gH/F "g
provisions of these regulations
shall be disciplinarily accountable.
Section (17) (17)
Authority of Committee 2W . 6;
The Conflict of Interest Committee shall ,# "#7 N# & #$> U # # ? #@ B#. I 2W N YW
investigate any violation cases of these . FRd ?@ 1S 2 " Ma Q>
Regulations related to Conflict of Interest
and take on the appropriate action.

Section (18) (18)

Submissions to the Committee 2W N J@"> ? 2 H
All Departments shall submit all ?## #F .1 2 #H J##. M ^ # > a #@ ! N## Y##W
documents and statements required by the > ,./2> 2W M I>

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Conflict of Interest Committee, which in ! .B. I . " W S N H> F ? >"
the opinion of the Committee, may help in ? ##@ B##. I # 2W %## Y## O ? 7 # B5 # N## %.##
the course of investigation. Internal . 2W N FR$ " " > J@ D I "7 U
Auditor shall also investigate any suspected
case of violation of the Regulations
referred to it by the Committee, and shall
submit his report to the Committee.

Section (19) (19)

Appearance Before 2W =
The Committee
The Conflict of Interest Committee shall #= yQ#d # B# # > ,./2> 2W
have the right to call any person to appear . 2. .45 ?@ B. I ./
Sa D
before the Committee as and when the
Committee considers to be useful for the
investigation in a certain case.

Section (20) (20)

Disciplinary Action .1 R " Ma
The Conflict of Interest Committee shall . , / Q " M "2W N YW
review reports on violation of these , YS 2 ? 1 R " Ma .1" 5 Q> . YW
Regulations. The Committee shall decide N# !"#$ # "# .1 R " Mz 1 Q> YW
on the appropriate disciplinary action in Z## W Z.# g##. # ^# # #. F "##1 U #2W " #5
accordance with the Companys .a
established disciplinary procedures.
However, a decision of the Committee,
shall not be considered final until it is
approved by the Chairman of the Board of
Directors.

Section (21) (21)

Authorized Exceptions H 2= S
The Conflict of Interest Committee (or any yQ##d 8 )# # > ## ,##./2> # 2W ##W
other representative(s) of the Company @"W ! @" S "!$ % Q

duly authorized for this purpose) may on a 2= #S #.O7 y.7" "( , 8 7 i /

case by case basis, permit in writing, &#= "# . # N# # &! S N D ,
exceptions to these regulations. Any such ## ## > ## ,##./2> ##2W " ## > N## 2= ##Sa ,##
exception shall be at the Conflict of Interest D# J#4Q N# ( #M ) 1#S 2 #" >"d N4
Committees sole discretion, on such terms .a Z W Z. @

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as it considers appropriate (if any) and
subject to the approval of the Chairman of
the Board of Directors.

Definitions IO l" >

In applying the provisions of these "#/ ? F # # I> # , 8 &= 8 B.1O Y O
regulations, the following words and :" N2 .H ? 4 ^ . 1
expressions shall have the meanings shown
against each of them, unless the context
otherwise requires:
1. Affiliate: : "! $ .1
Means an Entity, that directly or indirectly "##.c " ##d 1 # "O "O.##H> ?## # F . D## > # N##2 F
controls, or is controlled by, or is under % #) # J## > "> O.##S o#I> J## > !"##$ N## "#d 1
common control with, the Company. . W !" $ " O.H
For the purposes of these Regulations, : N2 "O.H k/ @| ,; J 5 />
"control" will mean:
a. ownership or control, whether directly N "d 1 ".c " d 1 "O "O.H 6 .
or otherwise, of more than 50% of the #### #### ^ ####S %#### %50 %#### "####=!
equity share capital, voting capital, or o##I> J## ,## # . %## D## g # d # o #
the like of the controlled Entity; "O.H

b. control or the power to control the N## # # .! # 1.!"> ?##@ ^ I # " O.##H .
composition of, or power to appoint a Z## W # 4 %## %50 %## "##=! %.##. >
more than 50% of the members of the N > ? _ . % g $ Z W
board of directors, board of . D
management, or other equivalent or
analogous body of the controlled
Entity; or
c. entitlement to receive more than Z.#### %#### %50 %#### "####=! 6 ####S? ####@ B####I .
50% of any, but not necessarily : #. " #; 2 %# # N# "# 2 &#! "4
every, income or capital J# ,# #. g# # " J >
distribution made by the # 6# 6#7 % D > ^ S ) "O.H oI>
controlled Entity (either upon #. &# #H /5 ./ > . ^ S8
declaration of dividends, .(D " .c
liquidation, winding-up,
dissolution, or otherwise);

2. The Company: : !"$ .2

# # "! $ J. M " O "! " d
Qatar Electricity & Water
. & . ? > D >
Company, and its wholly owned

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 Affiliates.

3. Employee(s) : : ( / )l .3
. !"$ l
Any employee of the Company.
4. Entity(ies) : : ( F . ). .4
Any person, organization, % 4> !"d !"d HSp b2 yQd &!
corporation, company, . !"$ 6Q !"> N > M"! d I>
partnership, trust or estate other
than the Company.
5. Interest: : I .5
Sole or shared ownership of an . !" $ " / .
Entity; or
Any significant involvement, $ S /. yQ$ ! $
directorship, advisory position, ? F F 5 .! . /
and/or financial interest in a legal
Entity; or
Acting as agent, guardian or trustee Qd8 Y F ;? &.! ! "
for others; or,
Any other relationship which could ? @" YH! 2 2 5 "7 56
result in financial gain or ? Q$ YH & H>
opportunities for personal benefit;
or,

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 Any other financial interests or .? Q$ YH " @"7 .
opportunities for personal benefit.
6. Conflict of Interest: : > .6
The existence of an Interest for an 56 gO "> .! l / I M
Employee in an Entity, having a ? a % "b2 " !"$ J W>
business relation with the l &
Company, irrespective of the
department wherein the employee
may be working; or
The existence of an Interest for an W> $F @? l . Qd I M
Employee in any commercial "! $ gS>
activity of the Company; or
Where an Employee's position or ".LR ?/. g1 2 /2 l Q S
authority may be used to influence !"$ 6 B > ? " Q>@?
or make decisions in respect of % & d g2 2 5 "7 $F W
Company transactions or activities l D / ? Q$ YH d
that may lead to any form of g
financial or personal gain for that
Employee or for his or her Family;
or
Situations in which financial or . Q$ . 1 U Y > ? U I
other personal considerations may g 2L l" 5 . N ".LR @?
compromise an Employees . !"$ g
impartiality and/or judgment in the
performance of his/her duties for
the Company.
7. Prohibited Benefit(s) : : bI YH .7
As defined in Section 8. .(8) yF ?@ l " @

*****

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