**EXHIBIT 11**
**Hydro’s Code of Conduct**
**1 GENERAL**
The Hydro culture is rooted in the principles of honesty and respect for otherpeople. Successful businesses are profoundly dependent on confidence and a goodreputation. Hydro’s diversified operations demand a high degree of care,honesty and integrity. Accordingly, Hydro values its company culture andreputation as key assets. We expect our employees to promote our core values byacting responsibly towards colleagues, business associates and society atlarge.
The main purpose of Hydro’s Code of Conduct is to ensure that all personsacting on behalf of Hydro perform their activities in an ethical way and inaccordance with the standards Hydro sets through its Steering Documents. Therules will help secure compliance with laws and regulations. Legislation withparticular relevance to this directive includes domestic legislation based onthe OECD convention on briberies and US legislation on fraudulent financialreporting.
This Code of Conduct provides a framework for what Hydro considers responsibleconduct, but is not exhaustive. As a Hydro employee, you should always striveto exercise good judgement, care and consideration in your service for theCompany. Reference in this Code of Conduct to Hydro or the Company should beunderstood as Norsk Hydro ASA, its affiliates and subsidiaries.
**2 SCOPE AND RESPONSIBILITY**
The Code of Conduct applies to all employees – including temporary personnel –of the Company throughout the world as well as to the members of the Board ofDirectors of Norsk Hydro ASA and of its subsidiaries (Board Members).
You shall avoid acting or encouraging others to act contrary to this Code ofConduct, even if such deviations under the circumstances may appear to be inthe Company’s interest. If you are uncertain whether a particular activity islegally or ethically acceptable, you should, as far as practicable, consult inadvance with your immediate superior or the Corporate Legal Office.
As a line manager, you are responsible for making these guidelines known and topromote and monitor compliance.
Violation of this Code of Conduct will not be tolerated and may in accordancewith relevant legislation lead to internal disciplinary actions, dismissal oreven criminal prosecution.
Should an improper practice or irregularity occur within the Company, theCompany is committed to make necessary corrections and take remedial action toprevent recurrence.
This document has been approved by the Board of Directors of Norsk Hydro ASA.Deviation handling according to NHC-CD02 Hydro’s Management Model, if any, willbe handled by the CEO.
**3 COMPLAINTS, EXPRESSIONS OF CONCERN AND NON-PUNISHMENT**
Hydro wishes to stimulate actively open discussions about responsible conductin an improvement oriented and unbureaucratic way. Thus, you should normallydiscuss your concerns and complaints with your superior. If you deem this notto be appropriate, you may address any other of your superiors, the local HumanResources or HSE staffs, your local compliance officer where such exists, orthe Head of Internal Audit Corporate. Such concerns or complaints may bereported confidentially, in your preferred language and – if you find itnecessary – anonymously.
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As a matter of law, concerns regarding questionable accounting or auditingmatters shall be submitted to the Head of Internal Audit Corporate, whichserves as secretary to the Audit Committee of the Board of Directors, or to thechairperson of the Committee.
If you in good faith express your concern to a relevant body within Hydroconcerning possible violation of law or Company policy, you shall be protectedagainst any sanctions from Hydro or any Hydro representative due to yourreport.
It is a violation of this Code of Conduct to discriminate or harass anyone formaking such report. Anyone submitting a false report with the obvious intentionto harass may, however, be subject to disciplinary action.
If you feel that your pointing out any violation of this policy is in anymanner used against you, you should contact your superior or the Head ofInternal Audit Corporate.
**4 PERSONAL CONDUCT**
**4.1 Behaviour based on mutual respect**
As a Hydro employee or Board Member, you are expected to conduct business andgenerally behave impeccably towards business associates, colleagues, andothers. This includes being sensitive to and respecting foreign cultures andcustoms.
Hydro does not accept any form of harassment, discrimination or other behaviourthat colleagues or business associates may regard as threatening or degrading.
**4.2 Intoxicants**
Hydro is a drug-free workplace. Accordingly, you may not be under the influenceof intoxicating substances, including alcohol, while at work for Hydro.
Limited amounts of alcohol may, however, be served when the local custom andoccasion makes it appropriate to do so, and provided that the consumption willnot be combined with operating machinery, driving or any other operation thatis incompatible with the use of alcohol.
You shall refrain from using, or encouraging others to use, intoxicants in amanner that can place the user, Hydro or any of its business associates in anunfavourable light.
**5 EQUAL OPPORTUNITIES**
Hydro is committed to an inclusive work culture and appreciates and recognisesthat all people are unique and valuable, and should be respected for theirindividual abilities. Hydro does not accept any form of harassment ordiscrimination on the basis of gender, religion, race, national or ethnicorigin, cultural background, social group, disability, sexual orientation,marital status, age or political opinion.
Hydro shall provide equal employment opportunity and treat all employeesfairly. Hydro employees and business units shall only use merit, qualificationsand other professional criteria as basis for employee-related decisions inHydro, regarding for instance recruitment, training, compensation andpromotion. They shall also show commitment developing programmes and actions toencourage a diverse organisation based on the principle of equal opportunity.
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**6 CONFLICTS OF INTEREST AND INTEGRITY**
**6.1 Fraud and conflict of interest**
Hydro’s employees and Board Members shall not seek to obtain advantages forthemselves (or related persons) that are improper or in any other way may harmHydro’s interests, whether or not this constitutes criminal fraud.
You may not take part in or seek to influence any decision under circumstancesthat can give rise to an actual or perceived conflict of interest. Suchcircumstances may be a personal interest in the subject matter – economicallyor otherwise – directly or through someone closely related.
If you become aware of a potential conflict of interest you shall, withoutdelay, notify your immediate superior. Conflicts of interest may not always beclear-cut, so if you are uncertain, you should consult one of your superiors orthe Corporate Legal Office.
For particularly sensitive functions or areas of responsibility, each businessunit should evaluate the need for routines to identify potential conflicts ofinterest.
**6.2 Bribes, gifts and favours**
You shall not, in order to obtain or retain business or other improperadvantage in the conduct of business, offer, promise or give any undueadvantage to a public official (or a third party) to make the official *act*or*refrain from acting*in relation to the performance of her/his official duties.This applies regardless whether the advantage is offered directly or through anintermediary.
Gifts or other favours *to*business associates shall comply with locallyaccepted good business practice. Gifts and other favours can only be given orgranted provided that they are modest, both with respect to value andfrequency, and provided the time and place are appropriate.
As a Hydro employee or Board Member, you are not permitted to accept frombusiness associates monetary or other favours that may affect or appear toaffect your integrity or independence. Gifts and other favours can only beaccepted to the extent they are modest, both with respect to value andfrequency, and provided the time and place are appropriate.
If you are offered or have received such favours beyond common courtesy giftsyou shall, without delay, notify your immediate superior or the Corporate LegalOffice that will determine whether your integrity or independence may beperceived to be affected.
**6.3 Political contributions**
Neither Hydro nor any Hydro employee or Board Member shall make financialcontributions to political parties on behalf of the Company. This does notpreclude Hydro from supporting political views in the interest of the Company.
**6.4 Financial interests in other businesses**
As a Hydro employee or Board Member, you should avoid having a personalownership interest – directly or indirectly – in any other enterprise if itcompromises or appears to compromise your loyalty to the Company. Before makingan investment in a company that competes with the Company or does business withthe Company (such as a supplier), other than acquiring less than one percent(1%) of a listed company, your immediate superior shall be consulted. Specialattention should in all circumstances be given to potential conflicts ofinterest as described in section 6.1.
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**6.5 Activities with a competitor, supplier or other business associates**
Before engaging in any activity that may be perceived to advance the interestsof a competitor or a supplier (or other business associates) at the expense ofHydro’s interests, including serving on the board of such company, you shallconsult with your immediate superior. You may not market products or servicesin competition with Hydro’s business activities.
**6.6 Confidential information**
Information, intellectual property and innovative ideas are valuable Hydroassets. These intangible assets must be appropriately managed and protected.Hydro’s general policy of openness and transparency shall not preventappropriate protection of information that may be of value to Hydro’s businessinterests.
Information other than general business knowledge and work experience thatbecomes known to you in connection with performance of your work, shall beregarded as confidential and treated as such. Of particular relevance are therules against utilising confidential information for personal gain for yourselfor others.
**6.7 Safeguarding assets and records**
Safeguarding assets and records of Hydro, customers and other businessassociates is the responsibility of all Hydro employees and other Companyrepresentatives. All such assets shall be used and maintained with care andrespect while guarding against waste and abuse. The use of Company time,materials, financial assets or facilities for purposes not directly related toCompany business is prohibited without authorisation from a relevant Hydrorepresentative. The same applies to the removal or borrowing of Company assetswithout permission.
**7. COMPLIANCE**
**7.1 Compliance with laws – general**
You shall comply with all applicable laws and regulations when conductingbusiness on behalf of the Company. You shall not assist in breach of laws bybusiness associates, whether it constitutes an illegal act for the Company oryourself as an individual, or not.
**7.2 Antitrust and competition**
You shall comply with the antitrust and competition laws applicable. You shouldseek advice from the Corporate Legal Office in all matters involving risk ofantitrust exposure for Hydro, yourself or any of your reports. See Hydro’sCompetition Compliance Manual.
**7.3 Insider trading**
You shall abstain from trading or giving advise concerning trade in thesecurities of Hydro and other listed companies on the basis of non-publicinformation learned through your work for Hydro which, if publicly known, mayinfluence the price of the securities.
Hydro has issued regulations for the Company’s primary insiders as well asguidelines for all employees wishing to trade in Hydro or other securities.
**7.4 Maintaining records**
Hydro is committed to transparency and accuracy in all the Company’s dealings,while respecting confidentiality obligations etc. As a Hydro employee, you havethe responsibility to maintain necessary records of the Company’s business andbusiness relations. No false, misleading or artificial entries may
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be made on Hydro’s books and records. All transactions must be fully andcompletely documented and recorded in Hydro’s accounting records in accordancewith section 7.5 below.
**7.5 Accurate period reports and other public financial communication**
As a matter of applicable securities laws and stock exchange listing standards,Hydro is obligated to provide full, fair, accurate and understandabledisclosure in its periodic financial reports, other documents filed withapplicable regulatory authorities and agencies as well as in its other publiccommunications. Employees, particularly our senior executives and financialofficers, are expected to exercise the highest standard of care in preparingsuch materials, paying particular attention to the following:
• Compliance with generally accepted accounting principles and Hydro’s system of internal accounting controls is required atall times. • All Hydro accounting records must be kept and presented in accordance with the laws of each applicable jurisdiction. Theyshall not contain any false or intentionally misleading entries. Moreover, they must fairly and accurately reflect inreasonable detail Hydro’s assets, liabilities, revenues and expenses as well as all transactions or related occurrenceswhich shall be fully and completely documented. • No transaction may be intentionally misclassified as to accounts, departments or accounting periods, and unrecorded or “offthe books” assets and liabilities should not be maintained unless permitted by applicable law or regulation. • No information may be concealed from the internal auditors or the independent auditors.
**8 RESPONDING TO INQUIRIES FROM THE PRESS AND OTHERS**
Hydro’s profile in domestic and international markets is greatly influenced byour ability to communicate consistently and professionally with externalparties, including the media. Consequently, Hydro shall maintain a principle ofopenness and be honest and responsive when dealing with interested partiesoutside Hydro as well as society at large.
In order to ensure a co-ordinated interface with external parties, generalinquiries about the Company or its employees as well as all inquiries frommedia, should be directed to the relevant business unit communicationsdepartment or officer or, alternatively, to Corporate Communication. Inquiriesfrom financial analysts or investors should be passed onto Corporate InvestorRelations. Inquiries from external attorneys should be passed on to theCorporate Legal Office or local Hydro legal staff. Other employees and BoardMembers needing to make public statements shall co-ordinate in an appropriateway as stated above.
**9 NO RIGHTS CREATED**
This Code of Conduct is a statement of certain fundamental Hydro principles,policies and procedures that govern the Company’s employees and Board Members.It does not create any rights for any customer, supplier, competitor,shareholder or any other person or entity.
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