Attached files
Exhibit 14
Sunshine Biopharma, Inc.
CODE OF ETHICS
Adopted April 15, 2020
PART I: CODE OF BUSINESS ETHICS AND CONDUCT
Introduction
Consistent
ethical business conduct by all directors, employees, agents,
consultants, contractors and business partners is critical to the
preservation and enhancement of the business reputation of Sunshine
Biopharma, Inc., and its wholly-owned
subsidiaries, (hereinafter referred to as the
“Company”) conducting business currently in the United
States and Canada.
Contained
within this Code of Business Ethics and Conduct (hereinafter
referred to as the “Code”) are fundamental values and
principles that are nonnegotiable. These include, but are not
limited to:
Respect
for:
●
one
another,
●
our shareholders
and
●
the
environment,
and a
commitment to:
●
the health and
safety of employees, contractors, and the communities in which we
work and live.
Employees
are expected to accept certain responsibilities, adhere to
acceptable legal business principles and exhibit a high degree of
personal integrity at all times. Employees are expected to refrain
from actions that might be harmful to themselves, co-workers, our
business associates, or the Company. The intent of the Code is not
to place unreasonable restrictions on personal actions, but to set
out the minimum standards of conduct expected as an employee of the
Company.
The
Company requires all employees to conduct themselves in accordance
with the Code and will hold all employees accountable for their
conduct. Those who engage in any conduct contrary to the Code may
be terminated summarily for just cause.
Fundamental Principles
The
Code will describe the minimum standards of business conduct that
the Company expects from every employee at every level of
responsibility and to the extent feasible and applicable, to our
agents, consultants, contractors and business partners.
Furthermore, these principles will apply to every part of the
Company, whether operating domestically or
internationally.
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Section 1
1.0
Definitions
Employee
For the
purposes of the Code, employee will be defined as all officers,
directors, and full-time, part-time, casual and fixed term
individuals engaged in performing any contract of services for the
Company.
Company
For the
purposes of the Code, the Company will be defined as Sunshine
Biopharma, Inc. and all of its wholly
owned subsidiaries conducting business currently in the United
States and Canada.
Company Resources
Company
resources include Company time, materials, supplies, equipment,
information, intellectual property, electronic mail and computer
systems.
Compliance Officer
Shall
be defined as the Company’s Chief Executive Officer until
such time as the Company’s Board of Directors establishes a
Corporate Governance Committee, when the Chairman of such Committee
shall become the Company’s Chief Compliance
Officer.
Gifts and Hospitality
In the Code the term(s) “gifts and hospitality” shall
include but will not be limited to such items as meals, beverages,
and invitations to social or recreational outings, accommodation,
and travel.
Insider Trading
For the purposes of the Code, insider trading will be defined as
the illegal buying or selling of the Company’s securities on
the basis of Material Information that is Nonpublic.
Material Information
Information
about the Company is "material" if it would be expected to affect
the investment or voting decisions of a reasonable shareholder or
investor, or if the disclosure of the information would be expected
to alter significantly the total mix of information in the
marketplace about the Company. Examples of material information
include, but are not limited to:
●
Financial
performance and significant changes in financial performance or
liquidity.
●
Potential material
mergers and acquisitions or material sales of Company assets or
subsidiaries.
●
Stock splits,
public or private securities/debt offerings, or changes in Company
dividend policies or amounts.
●
Significant changes
in senior management.
●
New major contracts
or customers, or the loss of a major customer.
●
Initiation of a
significant lawsuit.
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Nonpublic Information
Material information is "nonpublic" if it has not been widely
disseminated to the public, for example, through major newswire
services, national news services, web casts or financial news
services. For the purposes of the Code, information will be
considered public, i.e., no longer "nonpublic," at the opening of
trading on the third full trading day following the Company's
widespread public release of the information.
Proprietary Confidential Information
(“PCI”)
PCI
includes, but is not limited to: any information, know-how, patent,
copyright, intangible property, trade secret, process, technique,
program, design or formula; any marketing, advertising, financial,
commercial, sales or programming matter; any customer or supplier
lists or pricing information; any confidential personal information
of customers, suppliers or any other parties to whom the Company
has obligations of confidentiality; any budget, plan, model or
analysis; any written materials, compositions, drawings, diagrams,
computer programs, studies, work in progress, visual
demonstrations, ideas or concepts; any other PCI including the
terms and conditions of any completed or potential transaction; and
any of the forgoing derived in whole or in part from PCI whether in
oral, written, graphic, electronic, or any other form or medium
whatsoever of the Company or relating to the Company that may be
disclosed to, or in the possession of, the employee in connection
with employment with the Company.
Intellectual Property
Intellectual
property includes computer software programs, technical processes,
inventions, research devices, reports or articles containing any
form of unique or original innovation or development, whether or
not protected by patent, trademark, copyright, or
otherwise.
Intellectual
property that has been created or developed by any employee in the
course of employment is the sole property of the
Company.
Section 2
2.0
Compliance
with Laws
Employees,
and where applicable agents, consultants, contractors and business
partners, are required to perform their duties on behalf of the
Company in compliance with all applicable laws and regulations and
with Company policies and procedures that are designed to
facilitate compliance. This obligation includes, but is not limited
to, compliance with all relevant laws regarding health and safety,
fraud, kickbacks, referral fees, false claims, commercial bribery,
copyrights, trademarks and trade secrets, information privacy,
insider trading, illegal political contributions, antitrust,
foreign corrupt practices, employment discrimination or harassment,
false or misleading financial information, and misuse of Company
assets.
The
Company’s Compliance Officer and the Company’s General
Legal Counsel are available to provide advice and guidance on
compliance with applicable laws.
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Section 3
3.0
Conflict
of Interest
Definition
Any
position, circumstance, or situation where an employee’s
personal interest conflicts, is perceived to conflict, or could
potentially conflict, in any way with the interests of the
Company.
Guiding Principles for avoiding Conflict of Interest
●
Business decisions
must be based on merit ensuring that the best interest of the
Company is kept primary.
●
Whether direct or
indirect, there shall be no personal advantage derived from having
made a business decision on behalf of the Company.
●
Situations that may
result in, or may be perceived to result in, a conflict of interest
between an employee’s personal interest and those of the
Company should be summarily avoided.
●
Abstain from any
decision or situation that may influence a decision related to the
Company that could result in any real or perceived financial or
other advantage for an employee, his or her family members, or
friends.
●
In most instances,
common sense and integrity will identify the best course of action;
however, should there be a circumstance, situation or position that
causes even the slightest doubt on course to the decision to be
made, err on the side of caution and refer the circumstance,
situation or position to the Company Compliance
Officer.
Declaring Actual, Perceived, or Potential Conflict of
Interest
The
responsibility to declare any actual, perceived or potential
conflict of interest must be submitted in writing to the department
manager or the Company Compliance Officer by the employee(s)
involved. To assist employees in the declaration process, a
specific declaration form, (Form 009) has been created and is
available from the Company Compliance Officer as well as the
manager of each department.
If in
doubt about any circumstance, situation, or position, it is
recommended that a form be completed and provided to the manager of
the department, or the Company Compliance Officer to assist in
determining the appropriate course of action.
3.1
Political
Participation
As a
private citizen, an employee may participate in levels of
recognized political activity during non-working hours provided
these obligations do not conflict or negatively impact an
employee’s duties and responsibilities as an employee of the
Company. Participation must always be kept separate from the
association with the Company.
Prior
to participating as a candidate in a federal, state, provincial, or
municipal election, an employee must notify his immediate
supervisor in writing, no less than two (2) months prior to any
election. An employee may be requested to apply for an unprotected
leave of absence from his job without pay as a result.
It will
be considered a violation of the Code should an employee use any
supplies, facilities, tools, or other Company assets to support
political activities.
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3.2
Non-Profit
and Professional Organizations
The
Company recognizes that employees may have an interest in
contributing in a positive way to non-profit and professional
organizations through active participation in a wide variety of
organizations. However, this participation must not at any time
interfere with individual performance of job duties during working
hours.
●
For those employees
wishing to participate in non-profit or professional organizations,
the employee’s immediate supervisor must pre-approve such
participation.
●
Should an employee
be afforded the opportunity to act as a spokesperson for any
organization, professional or otherwise, it must be made clear that
the employee is speaking on behalf of that organization, or
himself, but not as a spokesperson, agent, or representative of the
Company.
3.3
Outside
Business Activities
Acting
in a Director or Officer Capacity of an Organization
You may
not act in the capacity of a Director or Officer of an organization
that:
● Competes
directly or indirectly with the Company;
● Purchases
goods or services from the Company; or
● Supplies
goods or services to the Company
Exceptions
to Section 3.3 of the Code must have written pre-approval from the
Board of Directors of the Company.
Services Performed for Another Organization
Employees
may choose to provide services for compensation to additional
organizations during non-working hours of the Company as they
desire.
However,
●
Prior to providing
said services for an organization other than the Company, you must
obtain written approval from the Company Compliance Officer and
your immediate supervisor if the services to be provided conflict,
appear to conflict, or may conflict in the future with your ability
to perform your duties as an employee of the Company.
●
The approval
process is initiated by the employee by completing the appropriate
request for approval form (Form 010), and submitting this to their
immediate supervisor.
●
Immediate
supervisors will then be responsible to provide appropriate
comments where required and to submit the completed form to the
Company Compliance Officer.
●
Failure by an
employee to disclose information pertaining to the provision of
services to another organization that conflicts, appears to
conflict, or may conflict in the future, with an employees’
ability to perform their duties as an employee of the Company will
not be an acceptable excuse for failing to meet minimum performance
standards of their job duties.
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Set out
below is a list of rules to be considered by those employees
wishing to provide services to another organization.
The
absence of a specific rule in this list shall not be considered as
a rule condonable by the Company on the premise that it was not
identified in this list.
Never:
●
Perform services
for the other organization during Company work hours.
●
Permit customers or
colleagues from the other organization to contact you at the
Company.
●
Use any Company
resources, supplies, facilities, tools, personnel, or intellectual
property in the course of providing service to the other
organization.
●
Participate in an
organization that offers products and/or services that could be
perceived as competing for business with the Company.
●
Perform services
for a supplier of the Company.
●
Sell products or
services of a supplier of the Company.
●
Perform services
that currently or in future, may have the potential to provide
current or future competitors with a competitive advantage over the
Company.
●
Promote the
products and/or services of the other organization during your
working hours at the Company.
●
Perform services
for an organization that competes with the Company.
●
Perform services
for an organization currently providing services for the Company or
any competitors of the organization.
●
Participate in or
in any way influence the Company’s decisions to purchase
goods and/or services that relate to an employment interest or
business interest that may benefit an employee directly or
indirectly.
●
Perform services
for an organization that would by definition result in a conflict
of interest as defined by the Code.
3.4
Financial
Interest
Employees
and their families (families will include spouse, children, or
spouse equivalent residing together as a family) shall not own,
control or direct a material financial interest (greater than 5%)
in a contractor, competitor, supplier, or in any business
enterprise which currently or in future may, conduct business with
the Company.
This
would include those situations when, although an employee of the
Company may not directly hold the investment, the employee does
have the ability to control or direct the investment.
Section 4
4.0
Business
Gifts and Hospitality
Employees
must be judicious in the offering or acceptance of gifts and/or
hospitality to or from a person or entity with which the Company
currently does or seeks to do business in the future.
Accepting
gifts and/or hospitality may compromise or appear to compromise an
employees’ ability to make business decisions that are in the
best interest of the Company. However, on occasion, it may be
acceptable to give or receive a business related gift or
hospitality when there is a business benefit to the
Company.
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Employees
must consult their immediate supervisor, the department manager or
the Company Compliance Officer for advice on the appropriateness of
accepting or offering gifts and/or hospitality.
Gifts
having a monetary value such as cash, gift certificates, loans,
services, and discounts are not permitted. Gifts such as
unsolicited advertising mementos of nominal value would generally
be acceptable. Depending on the circumstances, unacceptable gifts
should be returned with thanks and clarification of the
Code.
These
requirements do not change during traditional gift-giving
seasons.
4.1
Accepting/Offering
Gifts or Hospitality
General Guideline
Prior
to offering or accepting anything from a person or entity with
which the Company currently does or seeks to do business in the
future, the employee should ask himself:
●
Is the value of the
item nominal, e.g. a pen or a fridge magnet?
●
What will the
business benefit be to the Company versus the
employee?
●
Is the value and
the reason for the gift or hospitality appropriate considering the
situation, the people involved, and the employee’s role or
function within the Company?
●
Could it compromise
or be perceived to compromise the employee’s ability to make
a decision in the best interest of the Company?
●
Would the employee
be uncomfortable discussing the situation with his immediate
supervisor, peers, or family?
●
Could this be
considered to be a form of bribe or kickback?
For all
situations regarding the offering of gifts and hospitality on
behalf of the Company, employees at all levels must receive
appropriate approval prior to the provision of said gifts and/or
hospitality. An employee should consult his immediate supervisor,
department manager or the Company Compliance Officer for the
Provision of Gifts/Hospitality Approval Form (Form
011).
Never offer, ask for, or receive:
●
Any form of bribe,
kickback or any other form of monetary or material gift or
hospitality that may be perceived to be a bribe or
kickback.
●
Any gift, gratuity,
entertainment, hospitality, or any other benefit that may
compromise or be perceived to compromise the ability to make
business decisions in the best interest of the
Company.
7
Section 5
5.0
Proprietary
Confidential Information (“PCI”)
Employees
are responsible to the Company to ensure maximum effort is afforded
in keeping PCI confidential. This effort is necessary
to:
●
Safeguard
assets;
●
Preserve the
privacy of employees, customers, suppliers and business
partners;
●
Comply with all
legal, regulatory, or applicable contractual
obligations;
●
Ensure the
Company’s competitive advantage; and
●
Safeguard
intellectual property of the Company.
5.1
Employee
Responsibilities
●
It is every
employee’s responsibility to know what PCI must remain in
confidence. Should an employee question whether certain PCI would
be classified as confidential, he is encouraged to discuss the PCI
with his immediate supervisor or the manager of the department
prior to the disclosure of the PCI.
●
Do not disclose
PCI, except where required by law.
●
Do not disclose PCI
to others including colleagues or other current or previous
employees of the Company except as required for current employees
to carry out their job duties.
●
Make every effort
to protect PCI against theft, loss, destruction, misuse, or
unauthorized access.
●
Comply with
applicable insider-trading laws and regulations that govern the use
of certain PCI.
●
Comply with the
terms and conditions as set out in the Company Protection of
Confidential Personal Information Policy.
●
Comply with the
Company policies and procedures as related to the use of e-mail,
and technology systems when storing and transmitting
PCI.
●
An employee should
advise his immediate supervisor, the department manager, or the
Company Compliance Officer in the event that he is aware of any
attempt to obtain or disclose PCI by/to unauthorized
individuals.
5.2
Insider
Trading
Securities
laws explicitly prohibit any person in a special relationship with
the Company from trading with knowledge of “material
nonpublic information” or “insider information”
which has not been generally disclosed. In addition, securities
laws prohibit any person in a special relationship with the Company
from informing another person of any “material
non-public” or “insider” information which has
not been generally disclosed.
Employees
of the Company, and their immediate family members, will not trade
in their personal account in any physical commodity or financial
derivative of any physical or financial commodity related to those
traded by the Company if that employee holds a position at the
Company that would make them privy to detailed or inside
information about the Company’s commodity trading
activities.
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5.3
Media
Employees
contacted by the media should refer the inquiry to their immediate
supervisor who should in turn, contact the Company’s
Compliance Officer or General Counsel. Employees shall be cordial
to the media, but should respectfully decline any questions.
Refrain from confirming, denying or otherwise, information related
to the Company with representatives from the media unless
specifically directed to by the Compliance Officer. Never discuss
PCI or matters involved with litigation.
5.4
Litigation
Employees
are responsible to notify their immediate supervisor, department
manager or the Company Compliance Officer of any subpoena, summons,
complaint, court order, or any audit documents received from any
federal, state or provincial agency governing the
Company.
Section 6
6.0
Purchasing
Employees
involved in the purchase of goods and/or services must
ensure:
●
All purchasing
policies, procedures and applicable processes are followed for
every purchasing transaction.
●
Purchasing
decisions are made honestly and with integrity utilizing criteria
that ensure competitive pricing, quality, quantity, delivery and
service.
●
Purchasing
decisions are not based on personal gain, prejudice, favoritism, or
preferential treatment.
●
Any real or
perceived purchasing decisions that may be questionable when
considering the terms of the Code are to be disclosed to the
employee’s immediate supervisor, department manager or the
Company Compliance Officer.
Section 7
7.0
Suppliers
Employees
involved with external suppliers of goods and/or services
must:
●
Treat all suppliers
with the utmost respect, courtesy and professionalism;
●
Inform suppliers of
the existence of, and the terms and conditions of the
Code;
●
Deal with suppliers
that observe the Code;
●
All supplier
contracts contain a provision for the observation of the
Code;
●
Take immediate
action to address any concerns with suppliers as related to
violations of the Code, or any other applicable law;
and
●
Inform their
immediate supervisor, department manager or the Company Compliance
Officer of any real or perceived violation of the Code as
applicable to suppliers.
9
Section 8
8.0
Company
Resources
General Principles
Employees
engaged in the use of Company resources will be responsible
to:
●
Protect the
Company’s resources, use them appropriately, and for Company
business only.
●
Protect the
Company’s resources from theft and destruction whether
through vandalism or neglect.
●
Protect the
Company’s intellectual property, and PCI.
●
Never misuse
Company resources entrusted to them.
8.1
Use
of Company Resources
Company
resources are generally to be used only in the course of carrying
out job duties and for company-defined purposes.
8.2
Use
of Internet, Voice mail and E-mail
The
Company’s computer networks and information resources include
our electronic mail and messaging systems and the public internet.
The Company’s computer resources and networks are provided
for company-related business purposes. Excessive personal use is
inappropriate. Use of the Company’s computer resources to
view, retrieve or send sexually-related or pornographic messages or
material; violent or hate-related messages or material; bigoted,
racist or other offensive messages or other messages or material
related to illegal activities is strictly prohibited.
8.3
Use
of the Company Name
Employees
must not use their employment status to obtain personal gain from
those doing or seeking to do business with the Company. Employees
may not use the Company's name or purchasing power to obtain
personal discounts or rebates.
In
protecting the Company’s resources, the Company will reserve
the right to periodically monitor access and contents of the
Company’s computer systems and networks. Employees should not
assume they have any right to privacy of PCI residing on the
Company’s computer resources.
Section 9
9.0
Business
Expenses
Certain
employees may be required to travel for the purposes of conducting
business on behalf of the Company. Employees who, in the course of
their employment, incur business related expenses must keep the
following in mind:
●
Exercise integrity,
prudence, and sound business judgment in the expenses
incurred.
●
Ensure the expenses
are for the purposes of good and ethical business purposes and will
enhance the business interests of the Company.
●
Ensure the expenses
comply with the Company’s Travel and Expense
Policies.
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Section 10
10.0
Finance,
Accounting and Business Reporting
No
false, artificial or misleading entries in the books, records and
documents of the Company shall be made for any reason. No employee
shall engage in any arrangement that results in prohibited acts.
All reports filed by the Company shall be in accordance with
applicable internal reporting practices, in addition to all
applicable laws, regulations and statutes applicable to the filing
of reports and the keeping of all books and records. Additionally,
all disclosure will be full, fair, accurate, complete and
understandable.
Section 11
11.0
Fair
Dealing
Employees
must deal fairly with the Company’s customers, suppliers,
competitors and employees. No one should take advantage of another
through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts, or any other unfair dealing
practices.
Employees
must disclose prior to, or at their time of hire with the Company,
the existence of any employment agreement, non-compete or
non-solicitation agreement, confidentiality agreement or similar
agreement with a former employer that in any way restricts or
prohibits the performance of any duties or responsibilities of
their positions with the Company. In no event shall an employee use
any trade secrets, proprietary confidential information, personal
confidential information or similar property, acquired in the
course of his of her employment with another employer, in the
performance of his of her duties for the Company.
Section 12
12.0
Illegal
Remuneration
The
Company is committed to compliance with all laws, statutes, and
regulations regarding illegal remuneration (kickbacks, bribes, and
improper payments). The Company specifically prohibits employees
from engaging in any fraudulent, deceptive or corrupt conduct
toward the Company, its customers, suppliers, contractors,
employees, representatives or anyone else with whom the Company has
current of future business associations. Prohibited actions include
kickbacks, inflated billing and offering, accepting or soliciting,
directly or indirectly, of money, goods or services where the
purpose of the action is to influence a person to act contrary to
the interest of his of her own employer. Company employees may not
ask for gifts or gratuities from customers or suppliers of the
Company. No employee of the Company will ever offer or receive
anything of value with the intent to influence or be influenced by
any supplier, customer, government official, candidate, or holder
of public office.
Section 13
13.0
Employment
Practices
The
Company is committed to ensuring a work environment where employees
are treated with dignity, fairness and respect. All employees have
the right to work in an atmosphere that provides equal employment
opportunities and is free of discriminatory practices and illegal
harassment.
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13.1
Diversity
The
Company values the background, experience, perspectives and talents
of every individual, and thus strives to create a diverse workforce
comprised of individuals drawn from the community within which it
conducts business.
13.2
Discrimination
Neither
the Company nor any employee of the Company nor any person acting
as an agent on behalf of the Company shall refuse to employ or
continue to employ, nor shall they discriminate against any person
with regard to employment, term or condition of employment, on the
grounds of race, ancestry, place of origin, color, ethnic origin,
citizenship, creed, sex, sexual orientation, age, record of
offences for which a pardon has been granted, marital status, same
sex-partnership status, family status (including pregnancy or
child-birth), or handicap, all as defined by applicable Human Rights
legislation or other
similar applicable law.
13.3
Harassment
The
Company does not condone any form of illegal harassment or any
other conduct that interferes with an individual’s work
performance or creates an intimidating, hostile, or offensive work
environment. The Company will make every reasonable effort to
ensure employees, contractors, and persons acting as agents on
behalf of the Company conform to the Company’s
anti-harassment and anti-sexual harassment policies.
Please
consult the Company Anti-Harassment and Anti-Sexual Harassment
Policy for further details.
13.4
Workplace
Violence
The
Company expects all employees to treat all fellow employees and
persons the Company conducts business with currently or in the
future with dignity and respect. As such, the Company will not
tolerate, whether real or implied, threats or acts of abuse,
intimidation, or violence against any employee of the Company, or
the organizations the Company conducts business with.
Please
consult the Company Workplace Anti-Violence Policy for further
details.
13.5
Drug
and Alcohol Policy
The
Company is committed to
providing a safe and healthy work environment for all employees. As
such the use of illicit drugs, the inappropriate use of alcohol,
and the misuse of medications and other substances is
prohibited.
Please
consult the Company Drug and Alcohol Policy for further
guidance.
13.6
New
Hires
All new
hire offer letters to prospective employees will require
prospective employees to disclose any conflict, or potential
conflict of interest, prior to the acceptance of employment with
the Company.
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Section 14
14.0
Health
Safety and Environment
The
Company is committed to providing a safe and healthy working
environment and protecting the public interest with standards and
programs that meet or exceed industry standards and applicable
government codes, standards and regulations in all jurisdictions in
which it conducts business.
All
Company operations are to be conducted in a manner that protects
the health and safety of its employees and all people in the
communities where the Company operates. All Company employees are
responsible for understanding, reinforcing and implementing the
Company’s commitment to environmental
responsibility.
Please
consult the Company Health, Safety and Environment Policies for
further guidance.
Section 15
15.0
Fraud
or Criminal Conduct
Fraud
is defined, but not limited to, an intentional deception,
maladministration of Company resources, or falsification or
manipulation of PCI, to the advantage or disadvantage of a person
or entity.
Management
is responsible for the detection and prevention of fraud,
misappropriations and other inappropriate conduct; however, all
employees have some responsibility in the detection, prevention, or
reporting of fraudulent activities. Employees who detect or suspect
possible fraudulent activity of any employee, supplier, customer or
any other party having any association with the Company, must
provide a written report containing the details to the Company
Compliance Officer immediately. Do not discuss instances of actual
or suspected fraud with anyone except those authorized to
investigate such conduct.
The
Company Compliance Officer will investigate and/or engage the
services of additional investigative services for all cases of
fraud or criminal conduct including local and federal law
enforcement agencies. In the event an investigation substantiates
that fraudulent activities have occurred, the Company Compliance
Officer will issue reports to appropriate designated personnel, the
Board of Directors, and appropriate law enforcement
agencies.
Section 16
16.0
Compliance
Employees
must complete any required training on the Code as required. Annual
training on the Code will be the responsibility of the
employee’s immediate supervisor and shall be substantiated in
employee files by the filing of an annual Code training form as
prescribed by the Company’s Board of Directors from time to
time.
All new
hires of the Company will be required to complete training on the
Code within thirty (30) days of their original hire date and shall
be included as part of the new hire induction
training.
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16.1
Reporting
Real or Perceived Violations of the Code
Employees
who are aware or become aware of conduct by others that violates or
appears to violate the Code are required to report the details of
the violation or apparent violation to their immediate supervisor,
department manager or the Company Compliance Officer. Supervisors
and managers will be responsible to submit the detailed report of
the violation or apparent violation to the Company Compliance
Officer immediately.
16.2
Whistle
Blowing
The Company strictly prohibits reprisals or retaliation against
anyone who reports a violation or perceived violation in good faith
of the Code.
In the event that an employee feels he or she have been subjected
to retaliatory or disciplinary action as a result of having filed a
report in good faith of a violation or perceived violation of the
Code, please contact the Company Compliance Officer.
16.3
Confidentiality
To the
extent permissible by applicable law and to the extent that is
reasonable, the Company will keep the report of the violation or
perceived violation of the Code confidential. The Company will
however, cooperate fully with all external investigative
authorities involved with the report of a violation or perceived
violation of the Code as required by law, and will provide all
information requested by said investigative
authorities.
16.4
When
the Code does NOT Have the Answer
There
may be occasions when the Code may not have the answer to an
ethical question facing an employee, or there may be a difficult
judgment call to make with respect to the application of the Code.
In these cases, the employee should consult with his or her
supervisor or manager, who will either provide guidance or refer
the employee to the relevant policy or to the Company Compliance
Officer.
16.5
Consequences
for non-Compliance
Employees
who make the unilateral decision to not comply with the Code may be
subject to disciplinary actions up to and including dismissal
and/or legal action.
Sunshine
Biopharma, Inc. together with its wholly owned subsidiaries (the
“Company”) is committed to conducting business in
compliance with all applicable laws and regulations and in
accordance with high standards of business conduct. The Company
strives to maintain the highest standards of accuracy, completeness
and disclosure in its financial dealings, records and reports on
behalf of the Company. These standards serve as the basis for
managing the Company's business, for meeting the Company's duties
to its shareholders and for maintaining compliance with financial
reporting requirements.
Accordingly,
the Company has adopted this Code of Ethics (the "Code of Ethics")
for its principal executive officer and senior financial officers,
including the Company's principal financial officer and its
principal accounting officer or controller (collectively, the
"Senior Officers").
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Each
of the Senior Officers must comply with and advocate the following
principles and responsibilities, and the Company's Chief Executive
Officer, in his or her capacity as the principal executive officer
to whom all senior financial officers ultimately report, will
promote and support this Code of Ethics and comply with the
following principles:
●
Act ethically with
honesty and integrity, including the ethical handling of actual or
apparent conflicts of interest between personal and professional
relationships.
●
Provide full, fair,
accurate, timely and understandable disclosure in reports and
documents that the Company files with, or submits to, the
Securities and Exchange Commission ("SEC") and in other public
communication made by Company.
●
Comply, as
appropriate and with the advice of counsel (as necessary), with
applicable rules, laws, and regulations of federal, state and local
governments and private and public regulatory agencies including
the Financial Industry Regulatory Authority (“FINRA”)
having jurisdiction over the Company.
●
Promptly report to
the Company's Chief Executive Officer or to the Board of Directors
any situation where this Code of Ethics, or any other Company
policy or conduct code, or any law applicable to the Company or its
employees is being violated.
●
Promptly disclose
to the Company's Chief Executive Officer or to the Board of
Directors any material transaction or relationship that reasonably
could be expected to give rise to a conflict of interest between
such Senior Officer's personal and professional
relationships.
●
Act in good faith,
responsibly, with due care, competence and diligence, without
misrepresenting material facts or allowing his or her independent
judgment on behalf of the Company to be subordinated to other
interests.
●
Respect and
maintain the confidentiality of information acquired in the course
of his or her work, except when authorized or otherwise legally
obligated to disclose such information, and not use confidential
information acquired in the course of his or her work for personal
advantage.
●
Promote ethical
behavior in the work environment.
●
Responsibly use and
control all assets and resources employed by or entrusted to him or
her.
●
Accept
accountability for adherence to this Code of Ethics.
Any
individual who violates the provisions of this Code of Ethics will
be subject to disciplinary action and appropriate sanctions, up to
and including termination. Sanctions will be imposed by the
Company's Board of Directors, in its sole discretion. Depending on
the nature and severity of the violation, the Company may refer
such violation to appropriate authorities for civil action or
criminal prosecution. Any Senior Officer shall:
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●
upon adoption of
the Code of Ethics or becoming a Senior Officer, sign and submit an
initial acknowledgment confirming that he or she has received,
read, and understands the Code of Ethics;
●
annually sign and
submit an annual acknowledgment confirming that he or she has
complied with the requirements of the Code of Ethics;
●
not retaliate
against any Senior Officer or other person for making reports of
potential violations in good faith; and
●
notify the
Company's Chief Executive Officer or the Board of Directors of any
actual or potential violation of the Code of Ethics. Failure to do
so itself is a violation of this Code of Ethics.
The
Company's Board of Directors is responsible for applying this Code
of Ethics to specific situations in which questions are presented
and has the authority to interpret this Code of Ethics in any
particular situation. The Board of Directors shall take all action
it considers appropriate and investigate any actual or potential
violations reported to it; and the Board of Directors is authorized
and encouraged to consult, as appropriate, with the Company's Chief
Executive Officer and/or outside legal counsel.
The
Board of Directors is responsible for granting waivers from the
terms and provisions of this Code of Ethics as it deems
appropriate. A waiver of any provision of this Code of Ethics shall
be requested whenever there is a reasonable likelihood that a
contemplated action will violate the Code of Ethics. A "waiver" is
defined as approval by the Board of Directors of a material
departure from any provision of the Code of Ethics. The waiver
process shall consist of the following steps:
●
The Senior Officer
shall set forth a request for waiver in writing. The request shall
describe the conduct, activity or transaction for which the Senior
Officer seeks a waiver, and shall explain the reason for engaging
in the conduct, activity or transaction.
●
The determination
with respect to the waiver shall be made in a timely fashion by the
Company's Board of Directors, after consultation the Company's
outside legal counsel (if appropriate).
●
The decision with
respect to the waiver shall be documented and kept in the Board of
Directors records for the appropriate period mandated by applicable
law or regulation.
If
a waiver of this Code of Ethics is granted for any Senior Officer,
appropriate disclosure will be made promptly in accordance with the
rules and regulations of the SEC and the listing requirements of
OTC Pink Sheets or any other stock exchange on which the
Company’s securities are traded.
This
Code of Ethics may not be amended except in written form, which
amendments must be specifically approved by a majority vote of the
Company's Board of Directors.
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The
Company shall make this Code of Ethics available on or through its
website as required by applicable rules and regulations. In
addition, the Company will disclose in its Annual Report on Form
10-K that a copy of this Code of Ethics is available on the
Company's website and in print to any shareholder who requests a
copy.
All
reports and records prepared or maintained pursuant to this Code of
Ethics shall be considered confidential and shall be maintained and
protected accordingly. Except as otherwise required by law or this
Code of Ethics, these matters shall not be disclosed to anyone
other than the Company's Chief Executive Officer, its outside legal
counsel, or the Board of Directors.
This
Code of Ethics is intended solely for the internal use of the
Company and does not constitute an admission by or on behalf of the
Company, as to any fact, circumstance or legal
conclusion.
This
Code of Ethics is a statement of certain fundamental principles,
policies and procedures that govern the Company's senior financial
and executive officers and the conduct of the Company's business.
It is not intended to and does not create any rights in any
employee, investor, supplier, competitor, shareholder, or any other
person or entity.
It is the intent of the Company that this Code of Ethics be its
written code of ethics under the Sarbanes-Oxley Act of 2002,
complying with the standards set forth in Item 406 of Regulation
S-K promulgated by the Securities and Exchange
Commission.
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