Business conduct (G1)

Alliander is committed to good governance and proper business conduct. We make our choices in the interests of all our stakeholders. We are guided in this endeavour by our mission, core values and internal code of conduct, and comply with relevant and mandatory codes of conduct.

Impacts, risks and opportunities

• Positive impact – A good corporate culture promotes the well-being and motivation of employees.

• Positive impact – A well-publicised and active whistleblower policy promotes transparent operations, which leads to the prevention of abuses.

• Potential negative impact – Bribery and corruption incidents could have a negative impact on transparency and honesty in the industry.

• Risk – A poor corporate culture can give rise to potential abuses, leading to reputational damage and higher costs.

Policy and approach

As a business and as individuals, we at Alliander are confronted by financial, technical, commercial and ethical challenges every day. With our policy for good business conduct, as laid down in Alliander’s code of conduct, we aim to ensure a healthy corporate culture with a high level of integrity. We help our employees to conduct themselves in the way we expect, both within Alliander and in interactions with stakeholders. A good corporate culture has a positive impact on employee well-being and motivation, and reduces the risk of misconduct, which can harm Alliander’s reputation and give rise to higher costs.

Governance of business conduct

The responsibilities with respect to business conduct are detailed in the ‘Governance and culture’ section. The Management Board is responsible for defining what constitutes desirable business conduct and for making it happen within the company, with supervision falling to the Supervisory Board. The Internal Audit department is responsible for investigating reports and incidents of breaches or non-permitted conduct. The department operates independently and objectively. Under Alliander’s code of conduct, the CHRO is responsible for how we deal with business partners, business and personal interests, business assets, corporate information, safety and personal conduct within Alliander.

Alliander’s code of conduct forms the basis for a socially safe organisation and environment for our employees. The code is supported by additional policies, such as the screening policy. Based on the risk level of certain jobs, we have set screening levels and taken measures to vet the trustworthiness of potential employees. Other examples of supporting policies are the onboarding and Speak Up policies. We have defined procedures and measures to monitor compliance with the code of conduct and additional policies, as well as to investigate breaches and impose sanctions where required. These procedures and measures can be found in the Confidential Advisers Regulation and the Investigation Protocol.

All employees are invited once a year to take part in the Integrity e-learning course, which tests their knowledge of the code of conduct. Rather than laying down the target audience, frequency and level of depth of the training on business conduct in a separate policy, they have been determined in consultation with an external adviser and applied in the design of the e‑learning course.

Protecting whistleblowers

Alliander has a whistleblower policy for reporting misconduct. This enables us to promote transparency in operations and prevent abuses. The whistleblower policy is based on the applicable laws and regulations and is open to our own staff and external parties. The procedure enables people to report cases or suspicions of fraud, deception or other irregularities to Alliander’s Fraud Disclosure Desk or to an independent third party outside the company. The whistleblower policy is the organisational responsibility of the Internal Audit department. The Whistleblower Policy Officer is formally appointed by HR and a new officer is appointed whenever there have been personnel changes. The expertise of those dealing with whistleblower reports is embedded in Internal Audit, including through periodic in-depth knowledge sessions with external experts; there is no separate certified training programme for staff handling whistleblower reports.

Corruption and bribery

We expect suppliers and employees not to succumb to bribery or kickbacks and to exercise restraint in giving and receiving business gifts. The policy laid down in the codes of conduct for employees and suppliers is designed to prevent corruption and bribery, and forearm employees against it. Corruption and bribery incidents undermine transparency and honesty in business. Such incidents lead to reputational damage and compensation claims.

Alliander works with an independent fraud disclosure desk. This enables employees to report suspected corruption or bribery incidents to an independent place, separate from management. Persons making reports under the whistleblower policy are protected. Reports are investigated, resolved and reported in accordance with the Investigation Protocol. The Investigation Protocol is based on European and Dutch laws and regulations. Based on the investigation, disciplinary measures may be taken under the collective labour agreement for network companies or the Dutch Civil Code. Alliander already reports serious incidents and any resulting convictions and terminated business relationships to the Supervisory Board.

Actions

• Corporate culture is evaluated at least once a year as part of the employee satisfaction survey.

• Last year, we also introduced re-screening for the highest-risk jobs, so that existing employees in certain jobs are also screened on a regular basis. All jobs at Alliander are assigned a risk class from 1 to 3 and screening measures are set for each class. Screening takes place on recruitment and on transfers to another position. It covers both internal employees and agency workers.

• We have made the confidential advisers regulation, investigation protocol, whistleblower policy and other relevant documents accessible online and regularly draw attention to them in mandatory e-learning courses and internal blogs, thereby ensuring that our employees are aware of our policy and abide by it in their daily work.

• In 2025, all employees were again offered the opportunity to complete the annual Integrity e-learning course. They are presented with dilemmas in the form of practical examples to enhance their awareness of integrity. Management is informed about the percentage of employees who take part. Alliander has no specific training programme on preventing corruption and bribery. Employees in high-risk roles are expected to complete the Integrity e‑learning course.

Objectives and results in 2025

The number of convictions for breaches of anti-corruption legislation represents the number of convictions recorded by the legal affairs department.

The number of fines for breaches of anti-corruption legislation represents the number recorded by the legal affairs department.

The table below shows the level of participation in the Integrity e-learning course. This e-learning course also covers matters related to corruption and bribery to a limited extent.

• 1The e-learning course was not offered to members of the Supervisory Board in 2025 or 2024. The Supervisory Board will follow a specific training course on integrity in 2026.
• 2The e-learning course was not offered to employees of TReNT in 2025 (approx. 20 employees) and was not offered to employees of Alliander AG in 2025 or 2024 (approx. 90/70 employees in the years concerned).

The number of high-risk jobs is based on the classification of high-risk jobs for screening policy purposes.

Reporting on senior management covers the topmost level (N) to managers two ranks below (N-2). The highest level (N-1) is the Management Board. N-2 comprises managers who report directly to the Management Board.

‘Other employees’ are employees with an employment contract who do not fall under any of the other categories.

‘Non-employees’ are persons who are temporarily associated with the organisation for educational or development purposes but do not form part of the workforce, such as interns and students on work experience placements.