Business Code of Conduct, Kovo HealthTech Corporation
Kovo HealthTech Corporation (the "Corporation") is committed to conducting its business ethically and legally, with honesty, integrity and fairness and expects the same from its employees, contractors, officers and directors. In keeping with that commitment, this Business Code of Conduct and any related policies, practices and guidelines, as approved and implemented by the board of directors of the Corporation (the "Board") and senior management from time to time, will be used in identifying and managing ethical situations and making ethical business decisions.
This Business Code of Conduct applies to employees, contractors, officers and directors of the Corporation, including any subsidiaries thereof from time to time (collectively, "covered persons").
Compliance with Laws and Regulations
Covered persons must comply with all laws, rules and regulations applicable to the Corporation's business, including the requirements of applicable securities commissions, regulatory authorities and stock exchanges.Any violations or potential violations of laws, rules and regulations applicable to the Corporation’s business must be reported in accordance with the Investigations Practice Policy.
Conflict of Interest
The Corporation expects covered individuals to avoid situations where personal interests could conflict, or appear to conflict, with their duties and responsibilities or the interests of the Corporation. A conflict of interest may occur where involvement in any activity, with or without the involvement of another party, prevents the proper performance of covered persons' duties for the Corporation. A conflict of interest may also occur where involvement in any activity creates, or appears to create, a situation where judgment or the ability to act in the best interests of the Corporation is or could be affected.
Examples of conflicts of interest include, but are not limited to, the following:
Awarding contracts, procuring goods and services or reviewing or approving invoices from a vendor (supplier, contractor or consultant) that is wholly or partly owned or managed by a covered person, or a relative of a covered person;
Entering into agreements with third parties, including in a potential corporate acquisition or merger of or by the Corporation, in which a covered person, or a relative of a covered person, owns securities or has an ownership interest in such third party.
Any actual or potential conflict of interest by employees or contractors must be reported to their manager, and either the Chief Executive Officer (the "CEO") or the Chief Operating Officer ("COO") of the Corporation. Contractors must also comply with their written contracts. Officers and directors must adhere to additional obligations as set out in relevant statutes and the Corporation's by-laws, including relating to any transactions or agreements in respect of which a director or officer has a material interest, and must inform the Chair of the Board of any such conflict.
If a conflict is deemed to exist, the individual must formally document such conflict, including the nature of the conflict of interest and what actions will be taken to address the conflict, and the individual's manager (as it relates to employees or contractors) or Chair of the Board (as it relates to officers or directors) will ensure that such individuals are not involved in any decision or operation related to an actual or potential conflict.
Covered persons are prohibited from: taking advantage of opportunities discovered through the use of Corporation property, information or position; using Corporation property, information or position for personal gain; and competing directly or indirectly with the Corporation.
The Corporation is committed to protecting its reputation, revenue, property, information and other assets from fraud – whether by the public, contractors, agents or its own directors, officers or employees.
Any covered person who knows or has reason to suspect that a fraud has occurred must immediately notify their manager, and either the CEO or the COO. Managers must immediately report such information in accordance with the Corporation's Investigations Practice Policy. Retaliation will not be tolerated against any individual who reports a suspected fraud in accordance with the Corporation's Investigations Practice Policy.
The Corporation will fully investigate any suspected acts of fraud, misappropriation or similar irregularity. The Corporation will pursue every reasonable effort, including court-ordered restitution, to obtain recovery of the Corporation's losses from the offender or other appropriate sources.
The Corporation's Disclosure Policy outlines procedures and guidelines that ensure the consistent, transparent, balanced, regular and timely public disclosure and dissemination of material and non-material information relating to the Corporation. As specified in the Corporation's Disclosure Policy, the Corporation is required to provide full, fair, accurate, timely and understandable disclosure in reports and documents that are filed with, or submitted to, securities commissions, regulatory authorities and stock exchanges, as well as in other public communications made by the Corporation.
In order to maintain the consistency and quality of the disclosures by the Corporation to its stakeholders, and to limit the potential for the release of confidential information or selective disclosure, covered persons are not permitted to speak on behalf of the Corporation unless they are designated as authorized spokespersons of the Corporation.
In addition, covered persons are not permitted to disclose or discuss matters relating to the Corporation on blogs, tweets, bulletin boards, social networking sites and other social media sites whatsoever unless they are specifically permitted to speak on behalf of the Corporation. This restriction applies not only to the use of social media on the Corporation’s computers but also applies to the use of social media during non-business hours.
Confidential information includes all non-public information that might be of use to competitors or harmful to the Corporation or its customers if disclosed. Confidential information belongs to the Corporation and must not be disclosed unless specific authorization is given to do so or such disclosure is legally mandated. Knowledge of confidential information about another party gained in the course of work duties at the Corporation is protected in the same manner as confidential information about the Corporation.
Access to and communication of confidential information by covered persons shall be limited to individuals who have a clear "need to know" such information for purposes of the business of the Corporation and such persons will be advised that the information is to be kept confidential, and where appropriate, shall be requested to confirm their commitment to nondisclosure of such confidential information in the form of a written confidentiality agreement or written acknowledgement.
Securities Trading and Insider Reporting
The Corporation's Securities Trading and Insider Reporting Policy and Restricted Securities Trading Policy each set out the certain trading restrictions on securities of the Corporation held directly, indirectly or with control of or direction over by insiders (including employees or contractors in possession of undisclosed material information) as well as the reporting obligations of certain insiders according to applicable securities laws.
COVERED PERSONS SHOULD REFER TO THE CORPORATION'S SECURITIES TRADING AND INSIDER REPORTING POLICY AND RESTRICTED SECURITIES TRADING POLICY BEFORE ENGAGING IN ANY TRANSACTION OF THE CORPORATION'S OR ANOTHER PARTY'S SECURITIES.
Where information not yet publicly disclosed regarding the Corporation or a third party becomes known to a covered person, they must avoid acquiring or disposing of any business interest, including the Corporation's or another party's securities (where the context demands), whether directly or through another person or discussing such information with any other person, including covered persons. Similarly, friends, relatives and associates of covered persons must not benefit from such information. It is illegal for anyone with knowledge of material information affecting a public issuer that has not been publicly disclosed to purchase or sell securities of that issuer. It is also illegal for anyone to inform any other person of material non-public information, subject to limited exceptions.
If a covered person is unsure whether information has been publicly disclosed, they should consult with legal counsel of the Corporation for guidance before engaging in any transaction in any securities of the Corporation or another party or disclosing such information to another person.
Trading in Restricted Securities
The Corporation's Restricted Securities Trading Policy applies to all employees, contractors, officers and directors of Kovo HealthTech Corporation and sets out certain trading restrictions on securities of the Corporation. The policy also addresses reporting and pre-trading clearance protocols and obligations of covered persons. Covered persons should refer to the Corporation's Restricted Securities Trading Policy before engaging in any transaction of the Corporation's or another party's securities.
If a covered person is unsure whether information has been publicly disclosed, they should consult with legal counsel of the Corporation for guidance before engaging in any transaction in any securities of the Corporation or another party.
Covered persons should endeavor to deal fairly with the Corporation's customers, suppliers, contractors, industry and business partners, competitors, employees and any other stakeholders. Covered persons should not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practices.
Covered persons must not engage in activities that would constitute, or reasonably appear to constitute, an unreasonable restraint of trade, unfair trade practice or other anti-competitive course of conduct in violation of competition and antitrust laws.
Covered persons should receive input and guidance from legal counsel of the Corporation or the COO if they are unsure whether their activities may be regulated by these laws.
Inducements and Gifts
The Corporation does not allow the acceptance or giving of gifts, favours, personal advantages, services payments, loans, or benefits of any kind, other than those of nominal value that can be made as a generally accepted business practice. Employees and contractors should seek further input from their managers if they have any doubt as to whether accepting a gift would be appropriate in the circumstances.
Prevention of Corruption
Unlawful or unethical behaviour in the Corporation's workforce, including soliciting, accepting or paying bribes or any other illicit payments for any purpose, is not tolerated. Situations where judgment might be influenced by, or appear to be influenced by, such unlawful or unethical behaviour must be avoided. Payment or acceptance of any "kickbacks" from or to a contractor or other external party is also prohibited.
The Corporation is committed to protecting the privacy of personal information of covered persons collected, used and disclosed in the conduct of our business. Personal information refers to information about an identifiable individual (except business contact information used for business purposes) including information about prospective, present or former covered persons. This information will not be shared or used for other purposes unless permitted or required by law.
People, Health, Safety and Environment
Kovo prides itself on implementing hiring and professional development practices that are nondiscriminatory, merit based and are applied equally to all employees through measurable criteria. We ensure there is equal employment opportunity for all employees and applicants for employment without regard to any prohibited ground under the governing human rights legislation. Discrimination by covered persons on the basis of gender, gender identity, gender expression, race, colour, age, national origin, religion, disability, sexual orientation, marital or family status or any other characteristic protected by applicable laws is unacceptable.
Kovo’s policies are intended to protect covered persons from harassment, bullying and victimization in the workplace, including all forms of sexual, physical and psychological abuse. All covered persons are entitled to, and are expected to preserve, a positive, respectful, harmonious and professional work environment free from harassment, discrimination, violence, threats of violence, bullying and intimidation. Any breach of the foregoing will not be tolerated by Kovo for any reason whatsoever.
Covered persons must also respect and comply with applicable health, safety and environmental laws, rules and regulations.All incidents of harassment, discrimination, violence, intimidation, hazards, near misses, accidents or violations, regardless of intent or magnitude, must be reported by witnesses or covered persons in accordance with the Corporation's Investigations Practice Policy. Covered persons are also required to comply with the Health and Safety Policy and the Respectful Workplace Policy.
In no circumstances shall any covered person be permitted to use or associate their position or office with the Corporation with any personal political activity or donation or in any circumstances in which any such association could be reasonably inferred.
Covered persons may choose to become involved in political activities as long as they undertake these activities on their own behalf and may, on a personal level, give to any political party or candidate, but reimbursement by the Corporation is prohibited.
The Corporation complies with applicable lobbying legislation which imposes reporting requirements on specified lobbying communications with certain officers and employees of federal, provincial or municipal governments that are deemed to be designated public office holders. If a covered person is unsure whether their communications with a public official are regulated, they should consult with legal counsel of the Corporation.
Acceptable Use of Systems and Assets
Covered persons have an obligation to use the Corporation’s assets in accordance with fundamental principles of reasonable and acceptable use. The Corporation's corporate information, data, information system assets, digital communications, internet access, office equipment, tools, vehicles, supplies, facilities and services ("assets") are provided for authorized business purposes. The Corporation’s assets may only be used for legitimate business purposes and may never be used for illegal purposes. The obligation to protect Kovo’s assets is not limited to physical assets but extends to proprietary and confidential information.
Proprietary and confidential information includes any information that is not generally known or available to the public.Incidental and occasional personal use of the Corporation’s information system assets is permitted, but never for personal gain or any improper purpose. Covered persons should consult the Corporation’s Information Technology Security Policy for further guidance related to acceptable use. Violation of this policy may result in disciplinary actions up to and including termination of employment with the Corporation.
Maintaining Books and Records
All business transactions that covered persons have participated in must be properly authorized, properly recorded and supported by accurate documentation in reasonable detail.
Books and records must be kept and maintained to fulfill relevant legal requirements.Recording and reporting information, including information related to operations, environment, health, safety, training, human resources and financial matters, must be done honestly, accurately and with care.
The Corporation's books and records must reflect in reasonable detail its transactions in a timely, fair and accurate manner in order to permit the preparation of accurate financial statements in accordance with generally accepted accounting principles and maintain recorded accountability for assets and liabilities. The accuracy of asset and liability records must be maintained by comparing the records to the existing assets and liabilities at reasonable intervals and taking appropriate action with respect to any differences.
Covered persons have a duty to submit any good faith questions or report any concerns regarding questionable accounting, auditing or disclosure matters or controls or similar matters relating to the Corporation's books and records in accordance with the Corporation's Investigations Practice Policy. The Corporation's Disclosure Policy also specifies the Corporation's requirements in disclosing financial information.
Observance of the Business Code of Conduct
Covered persons are personally accountable for learning, endorsing and promoting this Business Code of Conduct and applying it to their own conduct and field of work. Covered persons will be asked to review this Business Code of Conduct and confirm, through written or electronic declaration, that they understand their individual responsibilities and will conform to its requirements.
Contractors are required to comply with this Business Code of Conduct and all of the Corporation's applicable policies and practices. Contractors are also expected to develop and enforce with their staff their own policies and/or practices that are consistent with this Business Code of Conduct and its associated requirements and, if requested, acknowledge their compliance in writing.
Employees or contractors with questions about this Business Code of Conduct or specific situations are encouraged to refer the matter to their manager, or if appropriate, the CEO or the COO. Applicable resource groups, such as legal counsel of the Corporation, may also be contacted.
Officers and directors with questions about this Business Code of Conduct or specific situations are encouraged to refer the matter to the CEO, the Chair of the Board or legal counsel of the Corporation.
This Business Code of Conduct is not intended to address all of the situations a covered person may encounter. There will be occasions where a covered person is confronted by circumstances not covered by the contents of this Business Code of Conduct or any other company policy or procedure, and where a covered person must make a judgment call as to the appropriate course of action. In those circumstances, covered persons are encouraged to use their common sense in light of the spirit of this Business Code of Conduct and to contact their manager or senior management for guidance.
Violations of the Business Code of Conduct
A failure or violation to comply with the letter or the spirit of this Business Code of Conduct or any associated policies, practices and guidelines, may result in disciplinary action up to and including termination of employment or contract, as applicable.
Covered persons who witness, discover or become aware of a violation of this Business Code of Conduct, or any of Kovo’s related policies, practices and guidelines, are expected to act promptly, in good faith and have an obligation to report the violation to their manager or senior management. Covered persons who have reason to suspect a violation may have occurred must also report the suspected violation to their manager or senior management. All covered persons should take your concern beyond your manager or senior management if the suspected breach was not resolved. Covered persons should be prepared to cooperate in investigations regarding violations of this Business Code of Conduct.
In addition, reference is made to our whistleblower procedure for the submission of matters through a confidential anonymous process. The Corporation's Investigations Practice Policy outlines how a notification or complaint will be treated once it is made, and includes whistleblower protection for complainants making an anonymous compliant. The Corporation will not allow retaliation for reports made lawfully in accordance with the Corporation's Investigations Practice Policy.
Waivers and Amendments
No waiver of this Business Code of Conduct may be made where the conduct subject to the waiver contravenes any applicable law, rule, regulation or stock exchange requirement.
Waivers of this Business Code of Conduct for officers or directors may only be made by the Board and will be promptly disclosed to the extent required by law, rule, regulation or stock exchange requirement. Waivers of this Business Code of Conduct for employees or contractors may only be granted by the CEO or the COO with the prior written concurrence of a member of the Board.
The Board will review and amend this Business Code of Conduct as necessary to ensure it complies with regulatory requirements. Amendments to this Business Code of Conduct will be publicly disclosed to the extent required by law, rule, regulation or stock exchange requirement.
Mandate of the Board of Directors
Audit Committee Charter
Compensation and Corporate Governance Committee Charter
Disclosure and Insider Trading Policy
Code of Ethics and Business Conduct