UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 6-K



REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to Rule 13a-16 or 15d-16 of the

Securities Exchange Act of 1934

Date: February 28, 2019

Commission File Number:   001-37946



Algonquin Power & Utilities Corp.
(Translation of registrant’s name into English)



354 Davis Road

Oakville, Ontario, L6J 2X1, Canada

(Address of principal executive offices)



Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 
Form 20-F     Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐



INCORPORATION BY REFERENCE

The exhibits to this Report on Form 6-K are hereby incorporated by reference into the following Registration Statements of Algonquin Power & Utilities Corp. (the “Company”):  (i) Exhibits 99.1 and 99.2 are incorporated into Forms S-8, File Nos. 333-177418, 333-213648, 333-213650 and 333-218810, and Forms F-3, File Nos. 333-220059 and 333-227246 and (ii) Exhibit 99.1 is incorporated by reference into Forms F-10, File Nos. 333-216616 and 333-227245, and the Company’s Registration Statements on Form 8-A.

EXHIBIT INDEX

The following exhibits are filed as part of this Form 6-K:

Exhibit
Description
2019 AQN Advance Notice By-Law (By-Law 5)
2019 AQN Stock Option Plan
2019 AQN Code of Business Conduct and Ethics


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
ALGONQUIN POWER & UTILITIES CORP.
 
(registrant)
Date: February 28, 2019

 
By: /s/ “David Bronicheski”

Name: David Bronicheski
 
Title: Chief Financial Officer




Exhibit 99.1

ALGONQUIN POWER & UTILITIES CORP.
 
BY-LAW 5
 
A by-law relating generally to the advance notice requirements for the nomination of directors of ALGONQUIN POWER & UTILITIES CORP.
 
BE IT ENACTED AND IT IS HEREBY ENACTED as a by-law of ALGONQUIN POWER & UTILITIES CORP. (hereinafter called the “Corporation”) as follows:
 
ARTICLE 1
DEFINITIONS
 
1.1
In this by-law and all other by-laws of the Corporation, unless the context otherwise specifies or requires:
 

(a)
“Act” means the Canada   Business Corporations Act , R.S.C. 1985, c. 44, as from time to time amended, and every statute that may be substituted therefor and, in the case of such amendment or substitution, any reference in the by-laws of the Corporation shall be read as referring to the amended or substituted provisions;
 

(b)
“affiliate” has the meaning given to it in the Act;
 

(c)
“Applicable Securities Laws” means the applicable securities legislation of Canada and each province and territory of Canada, as amended from time to time, the written rules, regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commissions and similar regulatory authorities of Canada and each province and territory of Canada;
 

(d)
“associate” has the meaning given to it in the Act;
 

(e)
“beneficial ownership” has the meaning given to it in the Act, and “beneficially owns” and “beneficially owned” have corresponding meanings;
 

(f)
“board” means the board of directors of the Corporation;
 

(g)
“by-laws” means this by-law and any other by-laws of the Corporation as amended and which are, from time to time, in force and effect;
 

(h)
“close of business” means 5:00 p.m. (Toronto time) on a business day in Ontario, Canada;
 

(i)
“Director Nomination” means the nomination of one or more individuals for the election of directors to the board made (i) by or at the direction of the board in a notice of meeting or any supplement thereto; (ii) before the meeting by or at the direction of the board; or (iii) by a shareholder of the Corporation in accordance with sections 2.1 and 2.2;
 

(j)
“person” has the meaning given to it in the Act;



(k)
“public announcement” shall mean disclosure in a press release reported by a national news service in Canada, or in a document publicly filed by the Corporation under its profile on the System for Electronic Document Analysis and Retrieval at www.sedar.com;
 

(l)
all terms contained in the by-laws which are defined in the Act shall have the meanings given to such terms in the Act;
 

(m)
words importing the singular number only shall include the plural and vice versa; words importing the masculine gender shall include the feminine and neuter genders; and
 

(n)
the headings used in the by-laws are inserted for reference purposes only and are not to be considered or taken into account in construing the terms or provisions thereof or to be deemed in any way to clarify, modify or explain the effect of any such terms or provisions.
 
ARTICLE 2
  ADVANCE NOTICE OF NOMINATIONS OF DIRECTORS
 
2.1
Nomination procedures .  Subject only to the Act, Applicable Securities Law and the articles of the Corporation, only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation.  Nominations of persons for election to the board may be made at any annual meeting of shareholders of the Corporation, or at any special meeting of shareholders of the Corporation if the election of directors is a matter specified in the notice of meeting,
 

(a)
by or at the direction of the board, including pursuant to a notice of meeting and related management proxy circular of the Corporation;
 

(b)
by or at the direction or request of one or more shareholders of the Corporation pursuant to a proposal made in accordance with the provisions of the Act, or a requisition of a shareholders’ meeting by one or more of the shareholders made in accordance with the provisions of the Act; or
 

(c)
by any person (a “ Nominating Shareholder ”) who (i) at the close of business on the date of the giving of the notice provided for below in this by-law and on the record date for notice of such meeting of shareholders of the Corporation, is entered in the securities register of the Corporation as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled to be voted at such meeting and provides evidence of such beneficial ownership to the Corporation, and (ii) complies with the notice procedures set forth below in this by-law .
 
2.2
Timely notice .  In addition to any other applicable requirements, for a nomination to be made by a Nominating Shareholder, the Nominating Shareholder must have given timely notice thereof in proper written form to the Corporate Secretary of the Corporation in accordance with this by-law even if such matter is already the subject of a notice to the shareholders or a public announcement.

-2-

2.3
Manner of timely notice .  To be timely, a Nominating Shareholder’s notice must be received by the Corporation :
 

(a)
in the case of an annual meeting of shareholders of the Corporation, not less than 30 days prior to the date of the meeting; provided, however, that in the event that the meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the meeting was made (the “ Notice Date ”), notice by the Nominating Shareholder shall be made not later than the close of business on the 10th day following the Notice Date;
 

(b)
in the case of a special meeting of shareholders of the Corporation that is not also an annual meeting but is called for the purpose of electing directors (whether or not also called for other purposes), not later than the close of business on the 15th day following the Notice Date; and
 

(c)
notwithstanding the foregoing, in the case of an annual meeting of shareholders of the Corporation or a special meeting of shareholders of the Corporation that is not also an annual meeting but is called for the purpose of electing directors (whether or not also called for other purposes) where “notice-and-access” (as defined in National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer ) is used for delivery of proxy-related materials and the Notice Date is not less than 50 days before the date of the meeting, not less than 40 days prior to the date of the meeting .
 
2.4
Proper form of notice .  To be in proper written form, a Nominating Shareholder’s notice must set forth:
 

(a)
as to each person whom the Nominating Shareholder proposes to nominate for election as a director,
 

(i)
the name, age, province or state and country of residence of the person;
 

(ii)
the principal occupation or employment of the person for the past five years;
 

(iii)
whether the person is a resident Canadian;
 

(iv)
the class or series and number of shares and any related financial instruments which are controlled or which are owned beneficially or of record by the person as of the record date for the meeting of shareholders of the Corporation (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice;
 

(v)
full particulars regarding any contract, agreement, arrangement, understanding or relationship (collectively, “ Arrangements ”), including without limitation financial, compensation and indemnity related Arrangements, between the proposed nominee or any associate or affiliate of the proposed nominee and (A) any Nominating Shareholder or any of its representatives or (B) any other person or company relating to the proposed nominee’s nomination for election, or potential service, as a director of the Corporation;
  
-3-


(vi)
any other information relating to the person that would be required to be disclosed in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act or any Applicable Securities Laws; and
 

(b)
as to the Nominating Shareholder,
 

(i)
the number of securities of each class of voting securities of the Corporation or any of its subsidiaries beneficially owned, or controlled or directed, directly or indirectly, by such person or any other person with whom such person is acting jointly or in concert with respect to the Corporation or any of its securities, as of the record date for the meeting (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice;
 

(ii)
full particulars regarding any proxy or Arrangement pursuant to which such Nominating Shareholder has a right to vote or to direct or to control the voting of any shares of the Corporation; and
 

(iii)
any other information relating to such Nominating Shareholder that would be required to be made in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act or any Applicable Securities Laws.
 
References to “Nominating Shareholder” in this section 2.4 shall be deemed to refer to each shareholder of the Corporation that nominates a person for election as a director in the case of a nomination proposal where more than one shareholder of the Corporation is involved in making such nomination proposal.
 
2.5
Status as Independent Director .  A Nominating Shareholder’s notice must also state whether (a) in the opinion of the Nominating Shareholder and the proposed nominee, the proposed nominee would qualify to be an independent director of the Corporation under Sections 1.4 and 1.5 of National Instrument 52-110 of the Canadian Securities Administrators (“NI 52-110”); and (b) with respect to the Corporation the proposed nominee has one or more of the relationships described in sections 1.4(3), 1.4(8) and 1.5 of National NI 52-110 and, if so, which such relationships.
 
2.6
Notice to be updated .  In addition, to be considered timely and in proper written form, a Nominating Shareholder’s notice shall be promptly updated and supplemented, if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of the record date for the meeting.
 
2.7
Power of the chair .  The chair of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in the foregoing provisions and, if any proposed nomination is not in compliance with such foregoing provisions, to declare that such defective nomination shall be disregarded.
 
-4-

2.8
Delivery of notice .  Notwithstanding any other provision of this by-law, notice given to the Corporate Secretary of the Corporation pursuant to this by-law may only be given by personal delivery, facsimile transmission or e-mail (provided that the Corporate Secretary has stipulated an e-mail address for purposes of this notice), and shall be deemed to have been given and received only at the time it is served by personal delivery, e-mail (at the address as aforesaid) or sent by facsimile transmission (provided that receipt of the confirmation of such transmission has been received) to the Corporate Secretary at the address of the principal executive offices of the Corporation; provided that if such delivery or electronic communication is made on a day which is not a business day or later than 5:00 p.m. (Toronto time) on a day which is a business day, then such delivery or electronic communication shall be deemed to have been received on the subsequent day that is a business day.
 
2.9
Application . The requirements of this by-law shall apply to any Director Nominations to be brought before a meeting by a shareholder whether such Director Nominations are to be included in the Corporation’s management information circular or presented to shareholders by means of an independently financed proxy solicitation. The requirements of this by-law are intended to provide the Corporation notice of a shareholder’s intention to bring one or more Director Nominations before a meeting and shall in no event be construed as imposing upon any shareholder the requirement to seek approval from the Corporation as a condition precedent to make such Director Nominations before a meeting.
 
2.10
Increase in number of directors to be elected .  Notwithstanding any provisions in this by-law to the contrary, in the event that the number of directors to be elected at a meeting is increased effective after the time period for which the Nominating Shareholder’s notice would otherwise be due under this by-law, a notice with respect to nominees for the additional directorships required by this by-law shall be considered timely if it shall be given not later than the close of business on the 10th day following the day on which the first public announcement of such increase was made by the Corporation.
 
2.11
Waiver .  Notwithstanding the foregoing, the board may, in its sole discretion, waive any requirement in this by-law .
 
The foregoing by-law was made by the directors of the Corporation on the 28th day of February, 2019.

  /s/ George Trisic
 
Corporate Secretary


-5-


Exhibit 99.2

ALGONQUIN POWER & UTILITIES CORP.

STOCK OPTION PLAN
(Amended and Restated Effective February 28, 2019)
 
ARTICLE 1
  PURPOSE OF THE PLAN
 
1.1
The purpose of the Plan is to attract, retain and motivate persons as key service providers to the Corporation and its Affiliates and to advance the interests of the Corporation by providing such persons with the opportunity, through Options, to acquire a proprietary interest in the Corporation.
 
ARTICLE 2
DEFINED TERMS AND RELATED PROVISIONS
 
2.1
Where used herein, the following terms shall have the following meanings, respectively:
 

(a)
Affiliate ” means, in respect of the Corporation, any corporation that is an affiliate (as such term is defined in Section 2(2) of the Canada Business Corporations Act );
 

(b)
Applicable Law ” means any applicable provision of law, domestic or foreign, including, without limitation, applicable securities and tax legislation, together with all regulations, rules, policy statements, rulings, notices, orders or other instruments promulgated thereunder.
 

(c)
Blackout Expiry Term ” has the meaning ascribed thereto in Section 5.10;
 

(d)
Blackout Period ” means a period of time during which an Optionee cannot trade in securities of the Corporation, including Shares, due to applicable policies of the Corporation in respect of insider trading;
 

(e)
Board ” means the board of directors of the Corporation;
 

(f)
Cause ” means “just cause” “or “cause” for termination of the employment of an Eligible Person with the Corporation or an Affiliate as determined under Applicable Law, or where “cause” or “ just cause” is defined under the Eligible Person’s employment agreement with the Corporation or an Affiliate, “cause” or “just cause” as so defined;
 

(g)
Change in Control ” shall be deemed to have occurred for purposes of this Plan if:
 

- 2 -

(i)
there is any change in the holding, directly or indirectly, of securities of the Corporation (or the participating Affiliate by which the applicable Optionee is employed) or of any voting rights attached to any securities of the Corporation (or the participating Affiliate by which the applicable Optionee is employed), as a result of which any corporation or other person, or a group of corporations or persons acting in concert, or corporations or persons associated with or affiliated with any such corporation, person or group within the meaning of the Securities Act (Ontario), would be entitled to cast 50% or more of the votes attached to all shares of the Corporation (or the participating Affiliate by which the applicable Optionee is employed) that may be cast to elect directors of the Corporation (or the participating Affiliate by which the applicable Optionee is employed), other than a transaction in which holders of the voting shares of the Corporation, or of an Affiliate, as applicable, prior to such transaction continue to control more than fifty percent (50%) of the Corporation’s or Affiliate’s voting power through a new ownership structure on completion of the transaction and provided that, for greater certainty, a Change in Control shall not include any transaction to which the parties consist only of the Corporation and its Affiliates;
 

(ii)
Incumbent Directors cease to constitute a majority of the Board of the Corporation (for the purposes of this paragraph, an “ Incumbent Director ” shall mean any member of the Board who is a member of the Board immediately prior to the occurrence of a contested election of directors of the Corporation); or
 

(iii)
the Board adopts a resolution to the effect that, for the purposes of this Plan, a Change in Control of the Corporation (or the participating Affiliate by which the applicable Optionee is employed) has occurred, or that such a Change in Control is imminent, in which case, the date of the Change in Control shall be deemed to be the date specified in such resolution, provided that the Change in Control actually occurs.
 

(h)
Committee ” means the Compensation Committee of the Board, or such other the committee of the Board as is designated by the Board to administer the Plan from time to time;
 

(i)
Corporation ” means Algonquin Power & Utilities Corp. and includes any successor corporation thereof;
 

(j)
Eligible Consulting Entity ” means, (A) with respect to a Service Provider that is not an individual, an employee, executive officer, or director of the Service Provider, provided that the individual employee, executive officer, or director spends or will spend a significant amount of time and attention on the affairs and business of the Corporation or an Affiliate; and (B) with respect to a Service Provider who is an individual,   a company of which the individual Service Provider is an employee or shareholder, and a partnership of which the individual Service Provider is an employee or partner;
 

(k)
Eligible Person ” means:
 

(i)
any director, officer or employee of the Corporation or any Affiliate (an “ Eligible Individual ”); or
 

(ii)
any Service Provider;
 

(l)
In-the-Money Amount ” means the excess, if any, of the Market Price of a Share at such time over the Option Price, in each case such In-the-Money Amount being payable by the Corporation in cash (or its equivalent) or Shares at the election of the Corporation in accordance with the provisions hereof;


- 3 -

(m)
Insider ” has the meaning ascribed to this term for the purposes of the TSX rules relating to Securities-Based Compensation Arrangements;
 

(n)
Market Price ” at any date in respect of the Shares means the volume weighted average trading price of such Shares on the TSX (or, if such Shares are not then listed and posted for trading on the TSX, on such stock exchange in Canada on which such Shares are listed and posted for trading as may be selected for such purpose by the Committee) for the five (5) consecutive trading days immediately preceding such date, provided that in the event that such Shares did not trade on any of such trading days, the Market Price shall be the average of the bid and ask prices in respect of such Shares at the close of trading on all of such trading days and provided that in the event that such Shares are not listed and posted for trading on any stock exchange, the Market Price shall be the fair market value of such Shares as determined by the Committee in its sole discretion;
 

(o)
Option ” means an option to purchase Shares granted to an Eligible Person under the Plan and “ Option Agreement ” means an agreement between the Corporation and an Optionee respecting such Option;
 

(p)
Option Price ” means the price per Share at which Shares may be purchased under an Option, as the same may be adjusted from time to time in accordance with Article 8 hereof;
 

(q)
Optioned Shares ” means the Shares issuable pursuant to an exercise of Options;
 

(r)
Optionee ” means an Eligible Person to whom an Option has been granted and who continues to hold such Option;
 

(s)
Permitted Assign ” means, with respect to an Optionee, (A) a trustee, custodian, or administrator acting on behalf of, or for the benefit of the Optionee; (B) a corporation controlled by the Optionee; or (C) a registered retirement savings plan, registered retirement income fund or tax-free savings account of the Optionee;


(t)
Plan ” means this Stock Option Plan, as the same may be amended, restated or varied from time to time;
 

(u)
Policy ” has the meaning ascribed thereto in Section 9.1;
 

(v)
Securities-Based Compensation Arrangement ” means a stock option, stock option plan, employee stock purchase or ownership plan or any other compensation or incentive mechanism of the Corporation involving the issuance or potential issuance, from treasury, of Shares or other securities of the Corporation to one or more Eligible Persons, including a share purchase from treasury which is financially assisted by the Corporation by way of a loan, guarantee or otherwise;
 

(w)
Service Provider ” means a person, including a company to the extent provided below, other than an Eligible Individual, that:
 

- 4 -

(i)
is engaged to provide services to the Corporation or an Affiliate, other than services provided in relation to a distribution (as defined in Section 1(5) of the Securities Act (Ontario));
 

(ii)
provides services under a written contract with the Corporation or an Affiliate;
 

(iii)
spends or will spend a significant amount of time and attention on the affairs and business of the Corporation or an Affiliate, and
 

(iv)
includes an Eligible Consulting Entity.
 

(x)
Shares ” means the common shares of the Corporation or, in the event of an adjustment contemplated by Article 8 hereof, such other shares or securities to which an Optionee may be entitled upon the exercise of an Option as a result of such adjustment; and


(y)
TSX ” means the Toronto Stock Exchange.

ARTICLE 3
ADMINISTRATION OF THE PLAN
 
3.1
Unless otherwise determined by the Board, the Plan shall be administered by the Committee.
 
3.2
The Committee shall have the power, where consistent with the general purpose and intent of the Plan:
 

(a)
to establish policies and to adopt rules and regulations for carrying out the purposes, provisions and administration of the Plan;
 

(b)
to interpret and construe the Plan and to determine all questions arising out of the Plan or any Option, and any such interpretation, construction or determination made shall be final, binding and conclusive for all purposes;
 

(c)
to determine the number of Shares underlying each Option;
 

(d)
to determine the Option Price of each Option;
 

(e)
to determine the time or times when Options will be granted and exercisable;
 

(f)
to determine if the Shares which are issuable on the exercise of an Option will be subject to any restrictions upon the exercise of such Option;
 

(g)
to determine vesting periods for the Options; and
 

(h)
to prescribe the form of the instruments relating to the grant, exercise and other terms of Options.
 

- 5 -
3.3
Any Option granted under the Plan shall be subject to the requirement that, if at any time the Corporation shall determine that the listing, registration or qualification of the Shares subject to such Option upon any securities exchange or under any law or regulation of any jurisdiction, or the consent or approval of any securities exchange or any governmental or regulatory body, is necessary as a condition of, or in connection with, the grant or exercise of such Option or the issuance or purchase of Shares thereunder, such Option may not be accepted or exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained on conditions acceptable to the Committee.  Nothing herein shall be deemed to require the Corporation to apply for or to obtain such listing, registration, qualification, consent or approval.
 
ARTICLE 4
SHARES SUBJECT TO THE PLAN
 
4.1
Options may be granted in respect of authorized and unissued Shares, provided that the aggregate number of Shares reserved for issuance upon the exercise of all Options granted under the Plan (subject to any adjustment of such number pursuant to the provisions of Article 8 hereof) together with the Shares issuable under grants under all other Securities-Based Compensation Arrangements,  shall not exceed 8% of the issued and outstanding Shares on the date such Option is granted.  If any Option is terminated, cancelled or has expired without being fully exercised, or is surrendered in exchange for the In-the-Money Amount, any unissued Shares which have been reserved to be issued upon the exercise of the Option shall become available to be issued upon the exercise of Options subsequently granted under the Plan. In addition, if any Option  is exercised, an equivalent number of Shares may be reserved for issuance pursuant to the grant of additional Options in replacement for such exercised Options. No fractional Shares may be purchased or issued under the Plan.
 
ARTICLE 5
TERMS AND CONDITIONS OF OPTIONS
 
5.1
The Committee may grant Options to any Eligible Person as the Committee determines from time to time.
 
5.2
Subject as herein and otherwise specifically provided in this Article 5, the number of Shares subject to each Option, the Option Price of each Option, the expiration date of each Option, the extent to which each Option vests and is exercisable from time to time during the term of the Option (including upon a Change-in-Control) and other terms and conditions relating to each Option shall be determined by the Committee from time to time.
 
5.3
Subject to any prior approval, if required, by any stock exchange or other securities regulatory authority, the Committee may, in its sole discretion, subsequent to the time of granting Options hereunder, permit an Optionee to exercise any or all of the unvested options then outstanding and granted to the Optionee under this Plan, in which event all such unvested options then outstanding and granted to the Optionee shall be deemed to be immediately exercisable during such period of time as may be specified by the Committee, provided that such periods of time shall not be less than the periods of time for the circumstances provided for in Article 6 (Termination of Options) hereof.
 
5.4
Notwithstanding Section 5.3, subject to the rules of any stock exchange upon which the Shares may be listed or other securities regulatory authority, the Committee may, by resolution, accelerate the date on which any unvested Option may be exercised or extend the expiration date of any Option, provided that the Committee shall not, in the event of any such acceleration or extension, be under any obligation to accelerate or extend the date on or by which any other Options may be exercised by any other Optionee(s), and provided further that the expiration date may not be extended beyond ten (10) years from the date of grant of the Option.
 

- 6 -
5.5
Subject to any adjustments pursuant to the provisions of Article 8 hereof, the Option Price of any Option shall in no circumstances be lower than the Market Price on the date on which the Committee approves the grant of the Option.  If, as and when any Shares have been duly purchased and paid for under the terms of an Option, such Shares shall be conclusively deemed allotted and issued as fully paid and non-assessable Shares at the price paid therefor.
 
5.6
Subject to Section 5.10, and except to the extent required by the provisions set out in Sections 6.2 to 6.8, the term of an Option shall not exceed ten (10) years from the date of the grant of the Option.
 
5.7
An Option is personal to the Optionee and non-assignable (whether by operation of law or otherwise), except as provided for herein.  Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of an Option contrary to the provisions of the Plan, or upon the levy of any attachment or similar process upon an Option, the Option shall, at the election of the Corporation, by notice in writing to the Optionee, cease and terminate and be of no further force or effect whatsoever.
 
5.8
No Options shall be granted to any Optionee if at the time of such grant such grant could result, at any time, in:
 

(a)
the number of Shares reserved for issuance to Insiders pursuant to Options granted under the Plan, together with Shares reserved for issuance to Insiders under all other Securities-Based Compensation Arrangements exceeding 10% of the issued and outstanding Shares; or
 

(b)
the issuance to Insiders, within a one (1) year period, of a number of Shares under the Plan, together with Shares that may be issued to Insiders under all other Securities-Based Compensation Arrangements exceeding 10% of the issued and outstanding Shares.
 
5.9
Participation in the Plan by non-employee directors shall be limited to the lesser of (i) a reserve of 1% of the outstanding Shares from time to time for non-employee directors as a group and (ii) an annual equity award value under the Plan of $100,000 per non-employee director.
 
5.10
Notwithstanding anything else contained herein, if the expiration date for an Option occurs during a Blackout Period applicable to the relevant Optionee, or within ten (10) business days after the expiry of a Blackout Period applicable to the relevant Optionee, then the expiration date for that Option shall be the date that is the tenth (10 th ) business day after the expiry date of the Blackout Period (the “ Blackout Expiry Term ”). This Section 5.10 applies to all Options outstanding under this Plan.  The Blackout Expiry Term for an Option may not be amended by the Committee without the approval of the holders of Shares in accordance with Section 10.1(a) of the Plan.
 
5.11
Unless otherwise determined by the Committee or otherwise provided in a written agreement between the Corporation and a Optionee, the occurrence of a Change in Control will not result in the vesting of Options that have not previously vested, provided that:
 

- 7 -

(a)
such Options that have not previously vested will continue to vest in accordance with the Plan and the Option Agreement; and
 

(b)
an entity that directly or indirectly acquires control of the Corporation (or the Affiliate that employs the Optionee, as applicable) or otherwise becomes a successor to Algonquin Power & Utilities Corp. (or the Affiliate that employs the Optionee, as applicable) (a “ Successor Entity ”) agrees to assume the obligations of the Corporation in respect of the Optionee’s unvested Options.
 
5.12
Subject to the provisions of Section 5.13 or as otherwise provided in the Option Agreement, in the event of a Change in Control, the Committee shall have the discretion to unilaterally determine, upon written notice thereof to each Optionee holding Options under the Plan, to permit the exercise of all such Options, whether or not vested, within the twenty (20) day period next following the date of such notice and to determine that upon the expiration of such twenty (20) day period, all rights of the Optionee to such Options or to exercise same (to the extent not theretofore exercised) shall automatically terminate and cease to have further force or effect whatsoever.
 
5.13
Subject to Section 5.11, no cancellation, acceleration of vesting, lapsing of restrictions, issuance of Shares, cash settlement or other payment shall occur with respect to any Option if the Committee reasonably determines in good faith prior to the occurrence of a Change in Control that such Option shall be honored or assumed, or new rights substituted therefor (with such honored, assumed or substituted Option hereinafter referred to as an “Alternative Award”) by any Successor Entity; provided, however, that any such Alternative Award must:
 

(a)
be based on stock which is traded on the Toronto Stock Exchange and/or an established U.S. securities market;
 

(b)
provide such Optionee with rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under such Option, including, but not limited to, identical or better vesting conditions (including vesting upon termination of employment) and identical or better timing and methods of payment;
 

(c)
recognize, for the purpose of vesting provisions, the time that the Option was held prior to the Change in Control; and
 

(d)
have substantially equivalent economic value to such Option (determined immediately prior to the time of the Change in Control).
 
ARTICLE 6
TERMINATION OF OPTIONS
 
6.1
Subject to Sections 6.2 to 6.7 hereof, any resolution passed at any time by the Committee and the terms of any Option Agreement or employment agreement with respect to any Option or any Optionee, an Option and all rights to purchase Shares pursuant thereto shall expire and terminate immediately upon the Optionee who holds such Option ceasing to be an Eligible Person.
 

- 8 -
6.2
If an Optionee, other than a Service Provider, (i) voluntarily resigns from the Corporation or (ii) ceases to serve the Corporation or any Affiliate, as the case may be, as an employee, officer or director as a consequence of the termination of the employment of the Optionee by the Corporation for Cause, then in either case all unvested Options held by such Optionee on the date of resignation or termination are immediately forfeited. All vested Options held by such Optionee may be exercised within thirty (30) days after the date of resignation or termination. Any vested Options which have not been so exercised shall expire and terminate on the date which is thirty (30) days after the date of resignation or termination.
 
6.3
If an Optionee, other than a Service Provider, (i) shall retire, or terminate his employment or directorship with the consent of the Committee, in each case in accordance with the prevailing retirement plan or policy of the Corporation for its directors, officers and employees or (ii) ceases to serve the Corporation or any Affiliate as an employee, officer or director for any reason other than as a consequence of a termination of the Optionee’s employment for reasons described in Section 6.2 or Section 6.6 then in either case, all vested Options then held by the Optionee may be exercised within ninety (90) days after such retirement or termination. The Committee may in such circumstances accelerate the vesting of unvested Options then held by the Optionee at the Committee’s discretion. Any Options which have not been exercised shall expire and terminate on the date which is ninety (90) days after the date of retirement or termination.
 
6.4
An Optionee shall have no right to any compensation or damages in consequence of the Optionee’s termination of employment (whether lawfully or unlawfully) or otherwise for any reason whatsoever insofar as any such right arises or may arise from the Optionee ceasing to have rights or be entitled to receive any Shares or cash payment in respect of Options under the Plan pursuant to this Article 6.
 
6.5
In the event that an Optionee, other than a Service Provider, has suffered a permanent disability, Options previously granted to such Optionee shall continue to vest and be exercisable in accordance with the terms of the grant and the provisions of this Plan, but no additional grants of Options may be made to the Optionee.
 
6.6
If an Optionee, other than a Service Provider, shall die, all unexercised Options held by such Optionee at the time of death shall immediately vest, and such Optionee’s personal representatives, heirs or legatees may, at any time within one (1) year after the date of such death exercise all such Options. Any Options which have not been exercised shall expire and terminate one (1) year after the date of such death.
 
6.7
For greater certainty:
 

(a)
if the Optionee is an Eligible Consulting Entity, the references to the Optionee in this Article 6 shall be deemed to refer to the individual associated with the Eligible Consulting Entity who actually provides services to the Corporation or an Affiliate in accordance with clauses (ii) and (iii) of Section 2.1(v);
 

(b)
Options shall not be affected by any change in the terms of employment of any Eligible Individual or by any Eligible Individual ceasing to be a director of the Corporation, provided that the related Optionee continues to be an Eligible Person; and
 

- 9 -

(c)
the Committee may, by resolution or under the terms of an Option Agreement or employment agreement, but subject to applicable regulatory requirements, decide that any of the provisions hereof concerning the effect of termination of the Optionee’s employment shall not apply to any Optionee for any reason acceptable to the Committee.
 
6.8
Notwithstanding any other provision herein, all Options granted to Service Providers shall terminate in accordance with the terms, conditions and provisions of the associated Option Agreement between the Corporation and such Service Providers, provided that such termination shall occur no later than the earlier of the original expiry date of the term of the Option or the day which is one (1) year following the date of termination of the engagement of the Service Provider.
 
ARTICLE 7
EXERCISE OF OPTION
 
7.1
Subject to the provisions of the Plan, an Option may be exercised from time to time by delivery to the Corporation at its registered office of a written notice of exercise addressed to the Secretary of the Corporation, with a copy to the Vice-Chair of the Corporation (or such other senior officer of the Corporation as may be specified to the Optionee from time to time) specifying (i) the number of Shares with respect to which the Option is being exercised; (ii) the number of Shares, if any, with respect to which the Optionee is surrendering such Option and electing to receive the In-the-Money Amount; and (iii) otherwise in accordance with the exercise procedures respecting Options determined by the Committee from time to time accompanied by payment in full of the Option Price of the Shares to be purchased, if any, on the exercise of the Option as specified in Section 7.1(i) above.  Subject to any provisions of the Plan to the contrary, such Shares shall be issued to the Optionee within a reasonable time following the receipt of such notice and compliance with such procedures.
 
7.2
If the Optionee elects to surrender any Options in exchange for the In-the-Money Amount, the Corporation will determine whether to pay such amount in cash or in Shares representing the equivalent of the In-the-Money Amount (less any applicable withholding of taxes) based on the Market Price of the Shares at the date of exercise, and:
 

(a)
if the Corporation elects to pay the In-the-Money Amount in cash, the Corporation shall deliver a cheque or similar means of payment for the In-the-Money Amount (subject to applicable withholding of taxes) to the Optionee within a reasonable period of time following the receipt of the notice set out in Section 7.1(i); or
 

(b)
if the Corporation elects to pay the In-the-Money Amount in Shares, subject to Section 7.3, the Corporation shall issue the number of Shares with a value equivalent to the In-the-Money Amount (less any applicable withholding of taxes) to the Optionee within a reasonable period of time following the receipt of the notice set out in Section 7.1(ii).
 

- 10 -
7.3
For greater clarity, the number of Shares issued in respect of payment of the In-the-Money Amount in accordance with Section 7.2(b) hereof shall be rounded down to the next whole Share.
 
7.4
Notwithstanding any of the provisions contained in the Plan or in any Option Agreement, the Corporation’s obligation to issue Shares to an Optionee pursuant to the exercise of any Option shall be subject to:
 

(a)
completion of such registration or other qualification of such Shares or obtaining approval of such governmental or regulatory authority as the Corporation shall determine to be necessary or advisable in connection with the authorization, issuance or sale thereof;
 

(b)
the listing of such Shares on any stock exchange on which the Shares may then be listed; and
 

(c)
the satisfaction of any conditions on exercise prescribed pursuant to Article 3 hereof.
 
7.5
Options shall be evidenced by an agreement in such form not inconsistent with this Plan as the Committee may from time to time determine.
 
7.6
Notwithstanding any of the provisions contained in the Plan, in any Option Agreement or otherwise, the Corporation may withhold from any amount payable, either under the Plan, any Option Agreement or otherwise, such amount as may be necessary to enable the Corporation to comply with the applicable requirements of any federal or provincial tax law or authority relating to the withholding of tax or any other required deductions with respect to the Options, any Shares issuable upon the exercise thereof or any In-the-Money Amount payable in connection therewith.  The Corporation may also satisfy any liability for any such withholding obligations, on such terms and conditions as the Corporation may determine in its discretion, by (a) selling on behalf of any Optionee, or causing any Optionee to sell, any Shares issued hereunder, or retaining any amount payable, including any In-the-Money Amount, which would otherwise be provided or paid to the Optionee hereunder or (b) requiring an Optionee, as a condition to the exercise of any Options, to make such arrangements as the Corporation may require so that the Corporation can satisfy such withholding obligations, including, without limitation, requiring the Optionee to remit to the Corporation in advance, or reimburse the Corporation for, any such withholding obligations.
 
ARTICLE 8
CERTAIN ADJUSTMENTS
 
8.1
In the event that the Shares are at any time changed or affected as a result of the declaration of a stock dividend thereon or their subdivision or consolidation, the number of Shares reserved for Option shall be adjusted accordingly by the Committee to such extent as they deem proper in their discretion.  In such event, the number of, and the price payable for, such Shares shall be adjusted as determined by the Committee as it deems proper in its discretion.
 

- 11 -
8.2
If at any time after the grant of an Option to any Optionee and prior to the expiration of the term of such Option, the Shares shall be reclassified, reorganized or otherwise changed, otherwise than as specified in Section 8.1 or the Corporation shall consolidate, merge or amalgamate with or into another corporation (the corporation resulting or continuing from such consolidation, merger or amalgamation being herein called the “ Successor Corporation ”), subject to Section 5.12 and Section 5.13, the Optionee shall be entitled to receive upon the subsequent exercise of his or her Option in accordance with the terms hereof and shall accept in lieu of the number of Shares which he or she was theretofore entitled upon such exercise but for the same aggregate consideration payable therefor, the aggregate number of shares of the appropriate class and/or other securities of the Corporation or the Successor Corporation (as the case may be) and/or other consideration from the Corporation or the Successor Corporation (as the case may be) that the Optionee would have been entitled to receive as a result of such reclassification, reorganization or other change or as a result of such consolidation, merger or amalgamation, if on the record date of such reclassification, reorganization or other change or the effective date of such consolidation, merger or amalgamation, as the case may be, he or she had been the registered holder of the number of Shares to which he or she was theretofore entitled upon such exercise.
 
ARTICLE 9
RESTATEMENT OF FINANCIAL RESULTS
 
9.1
In the event of the restatement by the Corporation of its financial results, any unpaid or unexercised Options held by an Optionee may be cancelled immediately, at the discretion of the Committee in accordance with the terms of the Corporation’s clawback policy (the “ Policy ”). Further, in such circumstances, the Corporation may set-off the amounts so payable to it against any amounts that may be owing from time to time by the Corporation or an Affiliate to the Optionee, whether as salary, annual incentive, long-term incentive, severance or any other payment or benefit.  This Section 9.1 shall apply notwithstanding any provision to the contrary in the Plan or any Option Agreement and is meant to provide the Corporation with rights in addition to any other remedy which may exist in law or in equity.  By participating in the Plan, the Optionee acknowledges and agrees that any Options granted pursuant to the Plan remain subject to application, implementation and enforcement of the Policy as it may be amended from time to time, including via the issuance of any guidelines in respect of the implementation of the Policy.
 
ARTICLE 10
AMENDMENT OR DISCONTINUANCE OF THE PLAN
 
10.1
The Committee may amend, suspend or discontinue the Plan or amend Options granted under the Plan at any time without shareholder approval; provided, however, that:
 

(a)
approval by a majority of the votes cast by shareholders present and voting in person or by proxy at a meeting of shareholders of the Corporation shall be obtained for any:
 

(i)
amendment for which, under the requirements of the TSX or any applicable law, shareholder approval is required;
 

(ii)
increase to the maximum number or percentage of securities issuable under the Plan;
 

- 12 -

(iii)
reduction of the Option Price, or cancellation and reissuance of Options or other entitlements, of Options granted under the Plan;
 

(iv)
extension of the term of Options beyond the original expiry date;
 

(v)
change in Eligible Persons that may permit the introduction or reintroduction of non-employee directors on a discretionary basis;
 

(vi)
increase to the limit imposed on non-employee director participation set out in Section 5.9 or;
 

(vii)
allowance of Options granted under the Plan to be transferable or assignable other than for estate settlement purposes; or
 

(viii)
amendment to the Plan’s amendment provisions; and
 

(b)
the consent of the Optionee is obtained for any amendment which alters or impairs any Option previously granted to an Optionee under the Plan.
 
10.2
No amendment, suspension or discontinuance of the Plan may contravene the requirements of the TSX or any securities commission or regulatory body to which the Plan or the Corporation is now or may hereafter be subject.
 
10.3
Notwithstanding the provisions of this Article 10, should changes be required to the Plan by any securities commission, stock exchange or other governmental or regulatory body of any jurisdiction to which the Plan or the Corporation now is or hereafter becomes subject, such changes shall be made to the Plan as are necessary to conform with such requirements and, if such changes are approved by the Committee, the Plan, as amended, shall be filed with the records of the Corporation and shall remain in full force and effect in its amended form as of and from the date of its adoption by the Committee.
 
10.4
Notwithstanding any other provision of this Plan, the Committee may at any time by resolution terminate this Plan.  In such event, all Options then outstanding and granted to an Optionee, whether or not vested, may be exercised by such Optionee for a period of thirty (30) days after the date on which the Corporation shall have notified all Optionees of the termination of this Plan.
 
ARTICLE 11
MISCELLANEOUS PROVISIONS
 
11.1
An Optionee shall not have any rights as a shareholder of the Corporation with respect to any of the Shares underlying any Option until the date of issuance of  such Shares upon the exercise of such Option, in full or in part, and then only with respect to the Shares so issued.  Without in any way limiting the generality of the foregoing, no adjustment shall be made for dividends or other rights in respect of a Share for which the record date is prior to the date such Share is issued.
 

- 13 -
11.2
Nothing in this Plan or any Option shall confer upon an Optionee any right to continue or be re-elected as a director of the Corporation or any right to continue in the employ of the Corporation or any Affiliate, or affect in any way the right of the Corporation or any Affiliate to terminate his or her employment at any time; nor shall anything in the Plan or any Option be deemed or construed to constitute an agreement, or an expression of intent, on the part of the Corporation or any Affiliate, to extend the employment of any Optionee beyond the time which he or she would normally be retired pursuant to the provisions of any present or future retirement plan or policy of the Corporation or any Affiliate, or beyond the time at which he or she would otherwise be retired pursuant to the provisions of any contract of employment with the Corporation or any Affiliate.   For greater certainty, except as expressly required by applicable employment standards legislation, a period of notice, if any, or payment in lieu thereof, upon termination of employment, wrongful or otherwise, shall not be considered as extending the period of employment for the purposes of the Plan.
 
11.3
Notwithstanding Section 5.7 hereof and subject to Section 11.4 hereof, any vested Options may be transferred or assigned between an individual who is a Service Provider and his or her related Eligible Consulting Entity, or between an Optionee and a Permitted Assign of such Optionee, provided the assignor delivers notice in writing of the same to the Corporation prior to the assignment and the Committee, in its sole and absolute discretion, approves such assignment.
 
11.4
In the event an Eligible Consulting Entity shall cease at any time to be an Eligible Consulting Entity (as defined in Section 2.1(j) hereof), then it shall immediately by notice in writing to the Corporation retransfer or reassign all of the Options held by it to the related individual Service Provider.
 
11.5
In the Plan, references to the masculine include the feminine; and references to the singular shall include the plural and vice versa, as the context shall require. If any provision or part of the Plan is determined to be void or unenforceable in whole or in part, such determination shall not affect the validity or enforcement of any other provision or part thereof. Headings wherever used herein are for reference purposes only and do not limit or extend the meaning of the provisions herein contained.  A reference to a section or schedule shall, except where expressly stated otherwise, mean a section or schedule of the Plan, as applicable.
 
11.6
The Plan and all matters to which reference is made herein shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
 
ARTICLE 12
DATE OF PLAN
 
12.1
This Plan originally dated and effective the 23 rd day of June, 2010, as amended and restated the 21 st of June 2011, and as further amended and restated the 9 th of June, 2016 and the 28 th of February, 2019, shall be dated and effective the 28 th day of February, 2019.
 



Exhibit 99.3

354 Davis Road,
OAKVILLE, ONTARIO L6J 2X1
CODE OF BUSINESS CONDUCT AND ETHICS
 
Proc. #:
 
Description:
Policy to maintain high standard of business conduct
Revision #:
 
Pages:
14
1 of 14
Written by:
Jennifer Tindale
Date:
February 28, 2019

1.
INTRODUCTION
 
This code of business conduct and ethics (the “ Code ”) has been approved by the board of directors (the “ Board ”) of Algonquin Power & Utilities Corp. (the “ Corporation ”) to assist all directors, trustees, officers, employees, agents and contractors (collectively, the “ Algonquin Representatives ”) of the Corporation and each of its subsidiary entities (collectively, “ Algonquin ”) to maintain high standards of ethical conduct in affairs of Algonquin, including the affairs of any Algonquin joint venture or similar type of business arrangement.  This Code is intended to comply with certain legal requirements, including without limitation applicable securities law requirements.
 
The Board is ultimately responsible for implementation and administration of this Code.  The Board has designated an Ethics Officer for the day-to-day implementation and administration of this Code.  From time to time, the Board may change this designation and may also designate one or more Assistant Ethics Officers to fill in at times when the Ethics Officer may be unavailable, such as during his or her vacation.  The Board’s current designations, together with contact information, are set out in Schedule A.  Algonquin Representatives should direct questions concerning this Code to the Ethics Officer.
 
While this Code is designed to provide helpful guidelines, it is not intended to address every situation.  Dishonest or unethical conduct or conduct that is illegal will constitute a violation of this Code, regardless of whether such conduct is specifically referenced in this Code.  Algonquin Representatives should conduct their business affairs in such a manner that Algonquin’s reputation will not be impugned if the details of their dealings should become public.
 
It is not intended that there be any waivers granted under this Code.  In the unlikely event that a waiver is considered and granted, it must receive prior approval by the Board.  Waivers or amendments will be disclosed promptly in accordance with applicable securities laws and the Corporation’s Disclosure Policy.
 
Algonquin also maintains other policy statements, handbooks, principles and guidelines which discuss more fully many of the issues discussed in this Code. Copies of these materials may be obtained from the Ethics Officer, and many of these are posted on Algonquin’s intranet.
 
If laws or other policies and codes of conduct differ from this Code, or if there is a question as to whether this Code applies to a particular situation, Algonquin Representatives should check with the Ethics Officer before acting.  If there are any questions about any situation, Algonquin Representatives should ask the Ethics Officer how to handle the situation.  However, every supervisor and manager is responsible for helping employees to understand and comply with this Code.
 
Algonquin will take disciplinary, preventive or other action as it deems appropriate to address any existing or potential violation of this Code brought to its attention.  Any Algonquin Representative in a situation that he or she believes may violate or lead to a violation of this Code should follow the compliance procedures described in the section entitled “Reporting of Violations Procedure” below.
 
Code of Business Conduct and Ethics
ALGONQUIN POWER & UTILITIES CORP.

354 Davis Road,
OAKVILLE, ONTARIO L6J 2X1
CODE OF BUSINESS CONDUCT AND ETHICS
 
Proc. #:
 
Description:
Policy to maintain high standard of business conduct
Revision #:
 
Pages:
14
2 of 14
Written by:
Jennifer Tindale
Date:
February 28, 2019

2.
COMPLIANCE WITH LAWS
 
A variety of laws apply to Algonquin and its operations.  It is Algonquin’s policy to comply with all applicable laws, including employment, discrimination, health, safety, antitrust, securities, banking and environmental laws.  No Algonquin Representative has authority to violate any law or to direct another Algonquin Representative or other person to violate any law on behalf of Algonquin.  Each Algonquin Representative is expected to comply with all such laws, as well as rules and regulations adopted under such laws.
 
Violations of laws may subject an Algonquin Representative to individual criminal or civil liability, as well as to discipline by Algonquin.  Such individual violations may also subject Algonquin to civil or criminal liability or the loss of reputation or business.
 
Many of the laws applicable to Algonquin and Algonquin Representatives are complex and fact specific.  If any Algonquin Representative has questions concerning a specific situation, he or she should contact the Ethics Officer before taking any action.
 
3.
CONFLICTS OF INTEREST
 
(a)
General

Algonquin Representatives are expected to make or participate in business decisions and actions in the course of their relationship with Algonquin based on the best interests of Algonquin and not based on personal relationships or benefits.  A conflict of interest, which can occur or appear to occur in a wide variety of situations, may compromise an Algonquin Representative’s business ethics.
 
Generally speaking, a conflict of interest occurs when the personal interest of an Algonquin Representative, an immediate family member of an Algonquin Representative or a person with whom an Algonquin Representative has a close personal relationship interferes with, or has the potential to interfere with, the interests or business of Algonquin.  For example, a conflict of interest may occur where an Algonquin Representative, his or her family member or person with whom he or she has a close personal relationship receives a gift, a unique advantage or an improper personal benefit as a result of the Algonquin Representative’s position at Algonquin.  A conflict of interest could make it difficult for an Algonquin Representative to perform his or her duties objectively and effectively because he or she has a competing interest.
 
(b)
Common Areas in which Conflicts Arise

The following is a discussion of certain common areas that raise conflict of interest issues.  However, a conflict of interest can occur in a variety of situations.  Algonquin Representatives must be alert to recognize any situation that may raise conflict of interest issues and must disclose to the Ethics
 
Code of Business Conduct and Ethics
ALGONQUIN POWER & UTILITIES CORP.

354 Davis Road,
OAKVILLE, ONTARIO L6J 2X1
CODE OF BUSINESS CONDUCT AND ETHICS
 
Proc. #:
 
Description:
Policy to maintain high standard of business conduct
Revision #:
 
Pages:
14
3 of 14
Written by:
Jennifer Tindale
Date:
February 28, 2019

Officer any material transaction or relationship that reasonably could be expected to give rise to actual, potential or apparent conflicts of interest with Algonquin.
 
(i)
Outside Activities/Employment

Any outside activity must not significantly encroach on the time and attention Algonquin Representatives devote to their duties for Algonquin and should not adversely affect the quality or quantity of their work.  In addition, Algonquin Representatives may not imply Algonquin’s sponsorship or support of any outside activity that is not official Algonquin business, and under no circumstances are Algonquin Representatives permitted to take for themselves or their family members business opportunities that are discovered or made available by virtue of their positions at Algonquin.  Moreover, except as permitted by the following paragraph or by the Board, no Algonquin employee may perform services for or have a financial interest in any entity that is, or to such employee’s knowledge may become, a vendor, client or competitor of Algonquin.  Algonquin employees are prohibited from taking part in any outside employment or directorships without the prior written approval of the Ethics Officer, except for minor and unrelated employment and for directorships on charitable boards that in each case do not interfere with the employee’s duties to Algonquin.
 
No Algonquin employee may acquire securities of a customer, supplier or other party if ownership of the securities would be likely to affect adversely either the employee’s ability to exercise independent professional judgment on behalf of Algonquin or the quality of such employee’s work.  Algonquin Representatives must always follow Algonquin’s other policies concerning the trading of securities, including the Corporation’s Disclosure Policy and Insider Trading Policy.
 
(ii)
Civic/Political Activities

Algonquin Representatives are at liberty to participate in civic, charitable or political activities so long as such participation does not encroach on the time and attention they are expected to devote to their Algonquin-related duties.  Such activities are to be conducted in a manner that does not create an appearance of Algonquin’s involvement or endorsement.
 
(c)
Exceptions

Transactions as defined in applicable securities regulations between related parties will not be conflicts of interest under this Code if they are reviewed and approved in accordance with the requirements of those regulations.  Transactions or other activities by directors, officers or employees of Algonquin will not be conflicts of interest under this Code if they have been approved by the Board or disclosed in accordance with this Policy.
 
Code of Business Conduct and Ethics
ALGONQUIN POWER & UTILITIES CORP.

354 Davis Road,
OAKVILLE, ONTARIO L6J 2X1
CODE OF BUSINESS CONDUCT AND ETHICS
 
Proc. #:
 
Description:
Policy to maintain high standard of business conduct
Revision #:
 
Pages:
14
4 of 14
Written by:
Jennifer Tindale
Date:
February 28, 2019

4.
BRIBERY AND OTHER IMPROPER PAYMENTS
 
(a)
General

Algonquin strictly prohibits both commercial and public sector bribery and requires all Algonquin Representatives to comply with all applicable anti-bribery laws.
 
No Algonquin Representative may, directly or indirectly, give, offer, demand, solicit or accept a bribe, including facilitation or “grease” payments, to or from anyone in the course of conducting business on behalf of Algonquin, including in order to obtain, retain, or direct business, or for any other advantage. No Algonquin Representative may, directly or indirectly, give, offer, demand, solicit or accept any improper payment to or from anyone in the course of conducting business on behalf of Algonquin, including in order to obtain or retain business, or for any other advantage.  Improper payments include, without limitation, any gift, gratuity, reward, kickback, advantage or benefit of any kind (monetary or non-monetary).
 
Similarly, a third party intermediary, such as an agent or family member, cannot be used to further any bribe or improper payment or otherwise violate the spirit of this Code. All third party intermediaries engaged to interact with public officials on Algonquin’s behalf must undergo such pre-engagement due diligence as the Ethics Officer may implement from time to time. If you have questions about what is considered a bribe or improper payment, please direct those questions to the Ethics Officer.
 
(b)
Dealings with Government and Public Officials

Algonquin strictly prohibits directly or indirectly providing anything of value (monetary or non-monetary) to any public official that violates the laws of any jurisdiction in which Algonquin operates.
 
Algonquin strictly prohibits any Algonquin Representative from giving, offering or promising directly or indirectly, any bribe, improper payment, or anything of value (monetary or non-monetary), using corporate or personal funds or property, to public officials of any government or governmental agency for the purpose of obtaining or retaining business, to influence any act or omission or for any other improper reason.  Any offer of or request for any bribe or improper payment must be reported to the Ethics Officer.
 
Algonquin strictly prohibits any person from making or offering any payment or anything of value if such person knows or reasonably believes that all or a portion of it will be offered, given or promised, directly or indirectly, to any public official for the purposes of assisting Algonquin in obtaining or retaining business, to influence an act or omission or for any other improper reason.
 
Code of Business Conduct and Ethics
ALGONQUIN POWER & UTILITIES CORP.

354 Davis Road,
OAKVILLE, ONTARIO L6J 2X1
CODE OF BUSINESS CONDUCT AND ETHICS
 
Proc. #:
 
Description:
Policy to maintain high standard of business conduct
Revision #:
 
Pages:
14
5 of 14
Written by:
Jennifer Tindale
Date:
February 28, 2019

Nothing in this Code prohibits the making of monetary or non-monetary payments to a public official when life, safety, or health is at risk. Under such circumstances you must immediately report the payment to the Ethics Officer.
 
Public officials include, without limitation:
 

·
political parties or officials thereof, political candidates and elected or appointed representatives of any government or governmental agency holding a legislative, administrative or judicial position at any level;
 

·
a person who performs public duties or functions, including a person employed by a board, commission, corporation or other body or authority that is established to perform a duty or function on behalf of the government, or is performing such a duty or function; and
 

·
an official or agent of a public international organization that is formed by two or more states or governments, or by two or more such public international organizations.
 
If you have questions about whether a particular person is considered a public official, please direct those questions to the Ethics Officer.
 
(c)
Political and Charitable Contributions

Algonquin may make contributions to political parties or committees or to individual politicians only in accordance with applicable law.
 
Specific questions respecting political and charitable contributions should be directed to the Ethics Officer.
 
Algonquin Representatives may make personal political and charitable contributions in accordance with section 3(b)(ii) of this Code.
 
(d)
Gifts and Business Courtesies

Algonquin strictly prohibits any payment to any person that violates the laws of any jurisdiction in which Algonquin operates. Except to the extent specifically permitted below, Algonquin strictly prohibits any person from giving, offering, promising, demanding, soliciting or receiving, directly or indirectly, anything of value, including a gift or other business courtesy, using corporate or personal funds, that could influence or reasonably give the appearance of influencing Algonquin’s business relationship with another person, including public officials.  Any offer of or request for such a gift or other business courtesy must be reported to the Ethics Officer. Business courtesies include, without limitation: gifts; meals; entertainment; travel; business opportunities; discounted or free products or services; employment opportunities; loans; and per diems. Specific questions
 
Code of Business Conduct and Ethics
ALGONQUIN POWER & UTILITIES CORP.

354 Davis Road,
OAKVILLE, ONTARIO L6J 2X1
CODE OF BUSINESS CONDUCT AND ETHICS
 
Proc. #:
 
Description:
Policy to maintain high standard of business conduct
Revision #:
 
Pages:
14
6 of 14
Written by:
Jennifer Tindale
Date:
February 28, 2019
 
respecting what constitutes appropriate gifts or other business courtesies should be directed to the Ethics Officer.

(e)
Exceptions

Algonquin does not prohibit:
 

·
the giving or receiving of gifts of nominal or token value to or from non-government suppliers and customers, provided that they are not for the express purpose of obtaining or retaining business or some other advantage for Algonquin and provided that they are otherwise lawful.  Gifts include, without limitation, material goods, as well as services, promotional premiums and discounts.
 

·
expenditures of amounts for meals, entertainment and travel expenses for non-government suppliers and customers that are ordinary and customary business expenses, if they are otherwise lawful.  These expenditures should be included on expense reports and approved pursuant to Algonquin’s standard procedures.
 

·
payments made that are otherwise lawful in respect of reasonable expenses incurred in good faith by or on behalf of the public official that are directly related to the promotion, demonstration or explanation of Algonquin’s business, or the execution or performance of a contract between Algonquin and the government for which the official performs duties or functions.
 
Caution should be exercised with respect to these exceptions.  If there is any doubt as to the legitimacy or legality of a payment under this policy or under any law, advice should be sought in advance from the Ethics Officer.
 
5.
INSIDER TRADING AND TIPPING
 
The purchase and sale of the Corporation’s securities may only be done in accordance with the Corporation’s Insider Trading Policy and Disclosure Policy.
 
A violation of the Insider Trading Policy or the Disclosure Policy is also a violation under this Code. Any violation of insider trading, tipping, recommending, market manipulation, fraud or insider reporting laws by any Algonquin Representative may subject the Algonquin Representative to disciplinary action by Algonquin, up to and including termination of the Algonquin Representative’s relationship with Algonquin.  The employee may also be accountable to the Corporation for any benefit or advantage received as a result of insider trading. Engaging in prohibited insider trading, tipping, recommending, market manipulation or fraud, or violating insider reporting requirements, may also have severe consequences, including fines, imprisonment and civil liability.
 
Code of Business Conduct and Ethics
ALGONQUIN POWER & UTILITIES CORP.

354 Davis Road,
OAKVILLE, ONTARIO L6J 2X1
CODE OF BUSINESS CONDUCT AND ETHICS
 
Proc. #:
 
Description:
Policy to maintain high standard of business conduct
Revision #:
 
Pages:
14
7 of 14
Written by:
Jennifer Tindale
Date:
February 28, 2019

Copies of the Insider Trading Policy and the Disclosure Policy are available from the Ethics Officer and are available on Algonquin’s intranet. Questions concerning the Insider Trading Policy, the Disclosure Policy or the legal restrictions on insider trading should be directed to the Ethics Officer or any member of the Corporation’s Disclosure Committee.

6.
PUBLIC DISCLOSURE
 
The Corporation has an obligation under applicable laws to make full, fair, accurate, timely and understandable disclosure in its financial records and statements, in reports and documents that it files with or submits to securities regulatory authorities and in its other public communications.
 
In furtherance of this obligation, each Algonquin Representative in performing his or her duties shall act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing one’s independent judgment to be subordinated, in order to ensure that to the best of his or her knowledge Algonquin’s books, records, accounts and financial statements are maintained accurately and in reasonable detail, appropriately reflect Algonquin’s transactions, are honestly and accurately reflected in its publicly available reports and communications and conform to applicable legal requirements and Algonquin’s system of internal controls, including the Corporation’s Disclosure Policy.
 
All media relations are to be co-ordinated through the Corporation’s Disclosure Committee   and in accordance with its Disclosure Policy.  Algonquin employees should not comment on any inquiry from the media, no matter how innocuous the inquiry may appear. Any employee who is asked for a statement by the media should explain this policy and refer the matter to any member of the Disclosure Committee.
 
7.
HANDLING OF CONFIDENTIAL INFORMATION
 
At all times, directors, officers and employees must take appropriate steps to protect confidential information. In addition to the restrictions regarding material non-public information set forth in the Disclosure Policy, Algonquin Representatives should observe the confidentiality of information that they acquire by virtue of their relationship with Algonquin, including information concerning Algonquin and its customers, suppliers and competitors and other Algonquin Representatives, except where disclosure is approved by an executive officer of the Corporation or otherwise legally mandated.  In addition, Algonquin Representatives must safeguard proprietary information, which includes information that is not generally known to the public and has commercial value in Algonquin’s business.  Proprietary information includes, among other things, business methods, analytical tools, software programs, trade secrets, ideas, techniques, inventions and other information relating to economic analysis, designs, algorithms and research.  It also includes information relating to finances, facilities, markets and terms of compensation for Algonquin Representatives.  The obligation to preserve proprietary information continues even after employment ends. In addition to violating this Code and Algonquin policy, unauthorized use or distribution of proprietary information could also be illegal and result in civil or even criminal penalties.  Algonquin considers its confidential and proprietary information important assets and may bring suit against Algonquin Representatives or former Algonquin Representatives to defend its rights vigorously.
 
Code of Business Conduct and Ethics
ALGONQUIN POWER & UTILITIES CORP.

354 Davis Road,
OAKVILLE, ONTARIO L6J 2X1
CODE OF BUSINESS CONDUCT AND ETHICS
 
Proc. #:
 
Description:
Policy to maintain high standard of business conduct
Revision #:
 
Pages:
14
8 of 14
Written by:
Jennifer Tindale
Date:
February 28, 2019

8.
USE OF ALGONQUIN ASSETS
 
Algonquin assets, including facilities, funds, materials, supplies, time, information, intellectual property, computers, mobile devices, information technology hardware and software, facilities and other assets owned or leased by Algonquin, or that are otherwise in Algonquin’s possession, may be used only for legitimate business purposes of Algonquin.  Algonquin assets are not to be misappropriated, loaned to others, donated, sold or used for personal use, except for any activities that have been approved in writing by the Board or the Ethics Officer in advance, or for personal usage that is minor in amount and reasonable.  Algonquin Representatives are to report any theft or suspected theft to the Ethics Officer.
 
9.
FAIR DEALING
 
Each Algonquin Representative should deal fairly and in good faith with other Algonquin Representatives, security holders, customers, suppliers, regulators, business partners and competitors.  No Algonquin Representative may take unfair advantage of anyone through manipulation, concealment, misrepresentation, inappropriate threats, fraud, abuse of confidential information or any other intentional unfair-dealing practice.
 
10.
EMPLOYEE PRIVACY AND PERSONAL INFORMATION
 
The collection of personal information is to be limited to that which is necessary for business, legal, security or contractual purposes and is to be conducted by fair and lawful means with the knowledge and consent of the individual from whom the information is being collected. Access to employee personnel and medical records and the information contained therein shall be limited to those with a need to know for a legitimate business purpose. All employees have the right to see their own personnel record. Personal information shall not be used or disclosed for purposes other than those for which it was collected, except with the knowledge and consent of the individual or as required by law. Personal information shall be retained only as long as necessary for the fulfilment of those purposes and shall be kept sufficiently accurate, complete and up-to-date to minimize the possibility that inappropriate information may be used or disclosed.
 
Algonquin and the Algonquin Representatives will observe obligations of confidentiality and non-disclosure of personal information, including information of Algonquin’s employees and customers, with the same degree of diligence that employees are expected to use in protecting confidential information relating to Algonquin.  Algonquin is responsible for all personal information in its possession or custody, including information that has been transferred to a third party for processing, and all Algonquin Representatives shall adhere to all of Algonquin’s policies and procedures in place to protect personal information against loss or theft, as well as unauthorized access, disclosure, copying, use or modification.  Algonquin and all Algonquin Representatives shall also comply with all applicable laws regulating the disclosure of personal information.
 
Code of Business Conduct and Ethics
ALGONQUIN POWER & UTILITIES CORP.

354 Davis Road,
OAKVILLE, ONTARIO L6J 2X1
CODE OF BUSINESS CONDUCT AND ETHICS
 
Proc. #:
 
Description:
Policy to maintain high standard of business conduct
Revision #:
 
Pages:
14
9 of 14
Written by:
Jennifer Tindale
Date:
February 28, 2019

11.
RECORDING OF TRANSACTIONS AND REPORTING OF FINANCIAL INFORMATION
 
The Corporation’s books and records must fully and fairly disclose, in an accurate, timely and understandable manner, all transactions and dispositions of the assets of the Corporation.  The integrity of the Corporation’s record-keeping and reporting systems shall be maintained at all times.  Algonquin Representatives must document and record all transactions in accordance with the Corporation’s internal control procedures and in compliance with all applicable accounting principles, laws, rules and regulations.  Algonquin Representatives are forbidden to use, authorize, or condone the use of “off-the-books” record-keeping or any other device that could be utilized to distort records or reports of the Corporation’s true operating results and financial conditions. Maintenance of falsified, inaccurate or incomplete records can subject the offending individual and the Corporation to civil and criminal penalties.
 
All funds and assets are to be recorded and disclosed. The use of Algonquin’s funds or assets for any unlawful or improper purpose is strictly prohibited, and those responsible for the accounting and record-keeping functions are expected to be vigilant in ensuring enforcement of this prohibition. Algonquin Representatives with responsibility for reporting financial information shall provide information that is accurate, complete, objective, timely and understandable and complies with all applicable laws relating to the recording and disclosure of financial information.  Complaints and concerns regarding accounting, internal accounting controls or auditing matters may be made through the whistleblower hotline in accordance with the Corporation’s Whistleblower policy, or through one of the other procedures described in the section entitled “Reporting of Violations Procedure” below.
 
12.
IMPROPER INFLUENCE ON CONDUCT OF AUDITS
 
Algonquin Representatives will not improperly influence, manipulate or mislead any auditor engaged in the performance of an audit of the Corporation’s financial information or financial statements.
 
The honesty and integrity of those who represent the Corporation must underlie all of Algonquin’s relationships, including those with shareholders, customers, suppliers, governments, regulators, professional service providers and others. The integrity of the Corporation’s financial reporting is of particular importance as shareholders rely on the Corporation to provide complete and accurate information. The dissemination of financial statements that contain materially misleading information can cause serious legal difficulties for both the Corporation and the Algonquin Representative.  As mentioned above, complaints and concerns regarding accounting, internal accounting controls or auditing matters may be made through the whistleblower hotline in accordance with the Corporation’s Whistleblower Policy, or through one of the other procedures described in the section entitled “Reporting of Violations Procedure” below.
 
13.
RECORDS RETENTION
 
Certain records received or generated at Algonquin must be retained for specified periods of time; other records should be purged on a regular basis. Legal and regulatory practice requires the retention of certain

Code of Business Conduct and Ethics
ALGONQUIN POWER & UTILITIES CORP.

354 Davis Road,
OAKVILLE, ONTARIO L6J 2X1
CODE OF BUSINESS CONDUCT AND ETHICS
 
Proc. #:
 
Description:
Policy to maintain high standard of business conduct
Revision #:
 
Pages:
14
10 of 14
Written by:
Jennifer Tindale
Date:
February 28, 2019

records for various periods of time, particularly in the tax, personnel, health and safety, environmental and financial areas. Failure to retain documents for such minimum periods may subject Algonquin to penalties and fines or place Algonquin at a serious disadvantage in litigation.  In addition, when litigation or a governmental investigation or audit is pending or imminent, relevant records must not be altered or destroyed until the matter is closed. Destruction of records to avoid disclosure in a legal or governmental proceeding may constitute a criminal offence.
 
14.
HEALTH AND SAFETY
 
Algonquin strives to provide each Algonquin Representative with a safe and healthy work environment.  Each Algonquin Representative has responsibility for maintaining a safe and healthy workplace for all Algonquin Representatives by following safety and health rules and practices and promptly reporting accidents, injuries and unsafe equipment, practices or conditions.
 
Violence and threatening behaviour will not be tolerated.  Algonquin Representatives should report to work in condition to perform their duties, free from the influence of illegal drugs or excessive alcohol.  The use of illegal drugs in the workplace will not be tolerated.
 
15.
DISCRIMINATION AND HARASSMENT
 
The diversity of Algonquin Representatives is a tremendous asset.  Algonquin is firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment of any kind.  Examples of conduct that will not be tolerated include derogatory comments based on racial, ethnic or religious characteristics and unwelcome sexual advances.
 
16.
COMPUTING TECHNOLOGY
 
Employees with access to Algonquin computing and communication devices must use them in a responsible manner for the benefit of Algonquin and Algonquin Representatives should ensure that they are used appropriately and with care.  While incidental personal use may occasionally occur and is acceptable, these resources are intended for Algonquin’s benefit and use, and employees shall not create or transmit any unsolicited commercial, advertising or recreational material, or use any system resources for political activities, or to advance the interests of any party other than Algonquin.
 
Information transmitted through Algonquin resources implies affiliation with the Corporation and should therefore reflect positively upon the Corporation. Algonquin Representatives shall not create, access or transmit any material, data, text, audio or images, or material, which is offensive, obscene, indecent, libellous, slanderous, harassing or defamatory. Algonquin Representatives are expected to discourage others from transmitting such information to their internet address. Algonquin Representatives must also comply with all laws including those in respect to all forms of intellectual property rights, trademarks, copyrights and harassment.
 
Code of Business Conduct and Ethics
ALGONQUIN POWER & UTILITIES CORP.

354 Davis Road,
OAKVILLE, ONTARIO L6J 2X1
CODE OF BUSINESS CONDUCT AND ETHICS
 
Proc. #:
 
Description:
Policy to maintain high standard of business conduct
Revision #:
 
Pages:
14
11 of 14
Written by:
Jennifer Tindale
Date:
February 28, 2019

Algonquin Representatives must use facilities efficiently, minimize unnecessary messages to others, and refrain from activities that will jeopardize the normal business operation of the system. Computer system passwords and/or user identifications must not be disclosed to anyone except in accordance with Algonquin’s policy. Normal standards of professionalism should govern when deciding whether to make information available on Algonquin’s computing and, communication devices. All internet use by Algonquin Representatives is subject to periodic audit by authorized personnel.
 
17.
REPORTING OF VIOLATIONS PROCEDURE
 
(a)
General Policy Regarding Violations Reports

Algonquin Representatives who observe, learn of, or, in good faith, suspect a violation of this Code must immediately report the violation to the Ethics Officer, Assistant Ethics Officer or to the Chair of the Audit Committee of the Board. Complaints or concerns may also be made anonymously through the whistleblower hotline, in accordance with the Corporation’s Whistleblower Policy.  Algonquin Representatives who report violations or suspected violations in good faith will not be subject to retaliation of any kind.  Reported violations will be investigated and addressed promptly and will be treated confidentially to the extent possible.  A violation of this Code may result in disciplinary action, which may include termination of an Algonquin Representative’s relationship with Algonquin.
 
(b)
Complaint Procedure
 
(i)
Notification of Complaint

Algonquin Representatives who observe, learn of or, in good faith, suspect a violation of this Code must report the violation immediately to the Ethics Officer, or if for some reason the Algonquin Representative is uncomfortable reporting the violation to the Ethics Officer (such as if the violation may involve the Ethics Officer) or the Ethics Officer is unavailable, to the Assistant Ethics Officer or Chair of the Audit Committee of the Board.  Whenever practical, the complaint should be made in writing. It is unacceptable to submit a complaint knowing it is false.  Complaints may also be reported through the whistleblower hotline, in accordance with the Corporation’s Whistleblower Policy.
 
(ii)
Investigation

Reports of violations having merit will be investigated under the supervision of the Ethics Officer.  Relevant corporate records will be reviewed and pertinent Algonquin Representatives and others may be interviewed in order to determine the existence and extent of any violation.  Algonquin Representatives are expected to cooperate in the investigation of reported violations.  The Ethics Officer shall report on the fact of the commencement of an investigation and the conclusions of the investigation to the Chair of the Board.
 
Code of Business Conduct and Ethics
ALGONQUIN POWER & UTILITIES CORP.

354 Davis Road,
OAKVILLE, ONTARIO L6J 2X1
CODE OF BUSINESS CONDUCT AND ETHICS
 
Proc. #:
 
Description:
Policy to maintain high standard of business conduct
Revision #:
 
Pages:
14
12 of 14
Written by:
Jennifer Tindale
Date:
February 28, 2019


( iii )
Confidentiality
 
Except as may be required by law or the requirements of the resulting investigation, the Ethics Officer and others conducting the investigation shall not disclose the identity of anyone who reports a suspected violation if anonymity is requested.  Except as may be required by law or the requirements of the resulting investigation, all reports of violations and related consultations will be kept confidential to the extent possible under the circumstances.
 
(iv)
Protection Against Retaliation

Retaliation in any form against an individual who reports an alleged violation of this Code, even if the report is mistaken, or who participates in the investigation of a report, may itself be a violation of law and is a serious violation of this Code.  Any alleged act of retaliation must be reported immediately to the Ethics Officer.  If determined to have in fact occurred, any act of retaliation will result in appropriate disciplinary action, which may include termination of the Algonquin Representative.
 
18.
COMPLIANCE
 

(a)
Adherence to Code; Disciplinary Action
 
All Algonquin Representatives have a responsibility to understand and follow this Code. In addition, all Algonquin Representatives are expected to perform their work with honesty and integrity in all areas not specifically addressed in this Policy.  Algonquin will discipline any Algonquin Representative who violates this Code or related practices. Such discipline may include, among other things, written notice to the Algonquin Representative that Algonquin has determined that there has been a violation, censure by Algonquin, demotion or re-assignment, suspension with or without pay or benefits, or termination of the Algonquin Representative’s relationship with Algonquin.
 
Records of all violations of this Code and the disciplinary action taken will be maintained by the Ethics Officer and will be placed in the Algonquin Representative’s personnel file.
 
Algonquin will notify and cooperate with the police or other governmental authorities regarding acts of Algonquin Representatives involving violations of law.  In addition, some violations may result in Algonquin bringing suit against employees or former employees to defend its rights vigorously.
 
Code of Business Conduct and Ethics
ALGONQUIN POWER & UTILITIES CORP.

354 Davis Road,
OAKVILLE, ONTARIO L6J 2X1
CODE OF BUSINESS CONDUCT AND ETHICS
 
Proc. #:
 
Description:
Policy to maintain high standard of business conduct
Revision #:
 
Pages:
14
13 of 14
Written by:
Jennifer Tindale
Date:
February 28, 2019
 

(b)
Communications
 
Algonquin strongly encourages dialogue among Algonquin Representatives and their supervisors to make everyone aware of situations that give rise to ethical questions and to articulate acceptable ways of handling those situations.
 
The Ethics Officer or his or her designee shall provide a report to the Audit Committee at least quarterly on investigations and other significant matters arising under this Code.
 

(c)
Responsibility of Senior Employees
 
Algonquin Representatives who are officers or other managerial employees are expected to promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships. Algonquin Representatives who are managerial employees may be disciplined if they condone misconduct, do not report misconduct, do not take reasonable measures to detect misconduct or do not demonstrate the appropriate leadership to promote compliance.
 
19.
RELATED ALGONQUIN POLICIES
 
This Code should be read in conjunction with Algonquin’s other related policy documents, including the Corporation’s Disclosure Policy, Insider Trading Policy and Whistleblower Policy.  This Code supplements, but does not supersede, any contractual obligation any person may have under the terms of any agreements with Algonquin.  This Code is not intended to create any contract (express or implied) with any person, including, without limitation, any employment or consulting contract, or to constitute any promise that a person’s employment or consulting arrangement will not be terminated except for cause.
 
20.
APPROVAL; AMENDMENT
 
This Code last approved and adopted by the Board of Directors of Algonquin Power & Utilities Corp. on February 28, 2019. Any amendment to this Code will be disclosed promptly to Algonquin Representatives and will be disclosed in accordance with applicable securities laws.
 
*  *  *  *  *

Code of Business Conduct and Ethics
ALGONQUIN POWER & UTILITIES CORP.

354 Davis Road,
OAKVILLE, ONTARIO L6J 2X1
CODE OF BUSINESS CONDUCT AND ETHICS
 
Proc. #:
 
Description:
Policy to maintain high standard of business conduct
Revision #:
 
Pages:
14
14 of 14
Written by:
Jennifer Tindale
Date:
February 28, 2019

Schedule A

The Board has made the following designations:
 
As Ethics Officer:
 
Mary Ellen Paravalos
Chief Compliance and Risk Officer
Algonquin Power & Utilities Corp.
354 Davis Road
Oakville, Ontario
L6J 2X1

Telephone:
905-465-4853
Email:
maryellen.paravalos@libertyutilities.com

As an Assistant Ethics Officer:
 
Jennifer Tindale
Chief Legal Officer
Algonquin Power & Utilities Corp.
354 Davis Road
Oakville, Ontario
L6J 2X1

Telephone:
905-465-6123
Email:
jennifer.tindale@libertyutilities.com

Christopher J. Ball
Director and Chair of the Audit Committee
Algonquin Power & Utilities Corp.

Email:
apuc.auditchair@integritycounts.ca

Complaints or concerns may also be made anonymously through the whistleblower hotline, in accordance with the Corporation’s Whistleblower Policy.


Code of Business Conduct and Ethics
ALGONQUIN POWER & UTILITIES CORP.