corporate governance

About this Code

This Code of Ethics and Business Conduct (Code of Ethics) is a statement of MEDSTERN Canada’s commitment to integrity and the highest ethical standards in all that we do. This Code of Ethics defines the standards of conduct that we expect from our Business Partners, Directors, Officers, and Employees and guides us to make the right decisions when performing our functions.

This Code of Ethics cannot address every potential concern that you may have. However, the standards, values, and other guidance outlined in this Code of Ethics can help you make the right decision. You are expected to make the right decision and act ethically and with sound, reasoned judgment even in the absence of specific law or procedure. If you are unclear about the laws, regulations, and policies that apply to your responsibilities in your workplace, or if you are unsure about the legality or appropriateness of a particular course of action, you should seek guidance from your supervisor before you act.

Consequences of Violating the Code of Ethics

If you are a Business Partner, Director, Officer, or Employee, this Code of Ethics, including any future amendments, forms part of the terms and conditions of your employment and governs your activities at MEDSTERN Canada LLP. It also covers certain continuing obligations in the event you leave MEDSTERN Canada LLP. This Code of Ethics is not a contract guaranteeing your employment or entitling you to any special privilege rights or benefits. Business Partners, Directors, Officers, and Employees are expected to cooperate in the event of internal investigations or allegations of violations of the Code of Ethics. Consequences may include the cancellation of previously awarded deferred compensation and/or, if applicable, the termination of your employment. You are personally responsible for any improper or illegal acts you commit during your employment at or service to MEDSTERN Canada LLP. You also can be held responsible for the action (or inaction) of others if you knew or should have known about their misconduct. Your activities may be reported to regulators and other governmental authorities, which could result in a regulatory or criminal investigation. Depending on the outcome of such investigation, you may be subject to fines, permanent or partial suspension, disqualification from employment, and/or imprisonment.

Waivers and Amendments

Any waivers of the provisions of this Code of Ethics for Business Partners, Directors, or other Executive Officers may be granted only in exceptional circumstances by the Board of Directors or similar Legal Body. Material amendments to this Code of Ethics must be approved by the Board of Directors. It is your responsibility to be familiar and current with the Code of Ethics as it may be revised from time to time.

A Culture Founded on Four Core Values

At MEDSTERN Canada LLP, we are committed to fostering and maintaining a culture based on our four core values: Doing the Right Thing, Putting Clients First, Leading by Example, and Giving Back. Living these values means, above all, conducting ourselves and our business activities by the letter and spirit of applicable laws and regulations and firm policies, and acting with integrity to deliver first-class business with excellence. As Business Partners, Directors, Officers, and Employees, we must protect our reputation by dealing fairly and transparently with clients, business partners, the public, competitors, suppliers, and each other. We will not take advantage of anyone through manipulation, concealment, improper handling of confidential information, misrepresentation of material facts, or other unfair dealings or practices.

Legal and Ethical Concerns and Reporting Misconduct

We each must speak up when we are faced with conduct or situations that raise legal or ethical concerns e.g., seeing a colleague being discriminated against. This includes suspected or attempted wrongdoing and fraud, whether taking place within the firm or being attempted by an external party. If you have a concern regarding a potential violation of the principles of conduct outlined in this Code of Ethics or other policies and procedures, it is your responsibility to promptly inform at least one of the following people:

• Your HR Representative or a Managing Partner
• If you are a Managing Partner or Business Partner, the Chairman of the Board of Directors

If you believe your concern has not been appropriately resolved or if you would prefer to report the concern through other channels, you should follow the procedures outlined in the Code of Conduct. If your concerns relate to the conduct of the CEO, any other Senior Executive or Director can report your concerns to the Chief Legal Officer or the Board of Directors of the allegations, as appropriate. If you are a supervisor, you are responsible for, among other matters, helping employees understand how the Code of Conduct, as well as laws, regulations, and firm policies, apply to them, and concerning any contingent worker for whom you are an assignment contact, helping ensure they adhere to the Standard of Conduct applicable to them, supervising the activities and conduct of the people you manage for compliance with applicable laws, regulations, and firm policies, and taking appropriate action when you have concerns. Failure to properly execute your supervisory obligations may result in discipline up to and including the termination of your employment and civil, criminal, and regulatory exposure for you and MEDSTERN Canada LLP.

Non-Retaliation Commitment

Our continued success depends on the open communication of concerns by all without fear of retaliation. MEDSTERN Canada LLP takes allegations of misconduct seriously and prohibits retaliation against, or the victimization of, anyone raising a concern in good faith.

Treating Others with Dignity and Respect

MEDSTERN Canada LLP is committed to providing a work environment that promotes diversity and inclusion, and where everyone is treated with dignity and respect. Our policies promote equal employment opportunity without discrimination or harassment based on race, color, country of origin, language, nationality, citizenship, religion, creed, age, sex, sex stereotype, gender or transgender, gender identity or expression, sexual orientation, disability, marital and civil partnership or union status, pregnancy, veteran or military service status, genetic information or any other characteristic protected by law. Misconduct, including discrimination, harassment, retaliation, or other forms of unprofessional behavior, will not be tolerated. These policies include mandatory procedures for reporting discrimination or harassment.

Conflicts of Interest

Potential Business Conflicts can arise in several circumstances, including:

• Between two or more Clients (for example, when two Clients are interested in acquiring the same asset)
• Between Clients and MEDSTERN Canada LLP (for example, when we offer products to a Client for which the firm receives greater fees or compensation than for alternative products)

You are responsible for taking appropriate action by regulatory requirements and our policies when you become aware of an actual or potential conflict. Business Partners, Directors, Officers, and Employees are also responsible for bringing a potential conflict to the attention of their superiors. Business Partners and directors should disclose any actual or potential conflicts of interest to the Managing Partners or Chairman of the Board of Directors, who will determine the appropriate resolution. All Executives must recuse themselves from any board discussion or decision affecting their personal, business, or professional interests.

Potential Personal Conflicts

Potential personal conflicts may arise in various situations, such as:

• Having a Personal or Family Interest in a Transaction involving MEDSTERN Canada LLP where you or a family member may derive a benefit.
• Competing with MEDSTERN Canada LLP for the purchase or sale of services
• Taking advantage of Business Opportunities that arise because of your Position at MEDSTERN Canada LLP or using Property or Information belonging to the Firm.

Gifts and Entertainment

Gifts and Entertainment can foster goodwill in business relationships. However, concerns arise when they may violate applicable laws or regulations, or when they compromise, or appear to compromise, the propriety of our business relationships or create an actual or potential conflict of interest. Business Partners, Directors, Officers, and Employees may accept or give business gifts or provide entertainment up to a total amount of CAD 400, USD 300, or EUR 300.

Anti-Corruption

MEDSTERN Canada LLP prohibits all forms of bribery and corruption. You must not:

• Offer, promise, give, or authorize others to offer, promise, or give anything of value, either directly or indirectly, to any party to gain an unfair or improper business advantage, such as obtaining or retaining business; or
• Receive, or agree to receive, anything of value that results or may result in improperly influencing your duties as a Business Partner, Director, Officer, or Employee.

There are heightened risks when interacting with a Government Official. Government Officials include Directors, Officers, Employees, or Representatives (such as Agents, Advisors, or Consultants) of a Government Entity, or any other Person acting in an official capacity on behalf of a Government Entity. Government Entities include:

• Governments, Governmental Agencies and Instrumentalities, and Public International Organizations
• Companies or Organizations that are partially or wholly owned or controlled by Governments or Governmental Agencies (even if the company is publicly listed)
• Political Parties and Candidates of Political Parties
• Monarchies and Members of Royal Families

Certain activities also present heightened risks, including engaging outside Business Partners, Gifts, Entertainment, or Charitable Contributions involving Government Officials and Engaging in Transactions and Investments involving Clients or Counterparties who are Government Officials or Government Entities, who are active in High Corruption Risk Jurisdictions or Industries, or who are subject to credible allegations of corruption or other serious misconduct.

Political Contributions and Activities

MEDSTERN Canada LLP as a firm does not make corporate political contributions. You are responsible for confirming that your political activity is lawful.

Maintaining Accurate Books and Records

We are required to maintain accurate books and records of our business activities consistent with legal requirements and business needs and to ensure that the financial information included in our books and records is correct and complete in all material respects. MEDSTERN Canada LLP has established policies and procedures to comply with applicable record retention requirements and the ability to promptly retrieve such documents in response to legal and regulatory obligations. You should be familiar with any recordkeeping procedures that apply to your business, or your function and you should maintain any records that you are responsible for in compliance with these policies.

Protecting Confidential Information

Protecting confidential information is critical to our reputation for integrity and our relationship with Clients and ensures compliance with regulations governing our Industries. Much of the Firm’s information is deemed confidential. Confidential information is information that you create, develop, receive, use, learn, or have access to by your employment with or service as a Business Partner, Director, or Officer of MEDSTERN Canada LLP, that is not generally known by the public and is of sufficient sensitivity that loss or unauthorized disclosure or access could result in legal, business, regulatory or reputational harm to MEDSTERN Canada LLP or our Clients. You must protect all confidential information, regardless of its form or format, from the time of its creation or receipt until its authorized disposal. You must only access confidential information that you need and are authorized to see; transmit confidential information only to firm employees and agents with a legitimate business reason to know it and take reasonable measures to prevent unauthorized persons from obtaining confidential information you possess. Your obligation to protect confidential information continues even after you leave MEDSTERN Canada LLP.

Prohibition on Trading on Material Non-Public Information

Material non-public information (MNPI), sometimes referred to as inside information, is a form of confidential information and includes all non-public information that may have a significant impact on the price of a security or other financial instrument or that a reasonable investor would likely consider important in making an investment decision. The determination of whether non-public information is MNPI is fact-dependent and, in certain circumstances, may be complex. You must never, under any circumstances, trade, encourage others to trade, or recommend securities or related financial instruments while in the possession of MNPI related to those securities or instruments.

Communications Protected by Law

Nothing in this Code of Ethics shall prohibit or restrict you from:

• Initiating communications directly with, cooperating with, providing information to, or otherwise assisting in an investigation by any governmental or regulatory body or official or self-regulatory organization (SRO) regarding a possible violation of any applicable law, or rule
• Responding to any inquiry from any such governmental or regulatory body or official or SRO that is directed to you personally, does not seek a response on behalf of MEDSTERN Canada LLP and is unrelated to any MEDSTERN Canada LLP business.
• Testifying, participating, or otherwise assisting in any regulatory or governmental action, or proceeding relating to a possible violation of a law, rule, or regulation; or
• Making any other disclosures that are protected by any applicable law or regulation.

Protecting MEDSTERN Canada LLP’s Interests

Firm Systems and Electronic Communications

You are permitted to use MEDSTERN Canada LLP’s systems only for Firm business and limited and appropriate personal use. Firm systems are broadly defined as any technology owned by or made accessible by the Firm, including systems that facilitate verbal and electronic communications, that facilitate information processing, transmission, storage, access, and remote access. Firm systems include Firm-approved messaging systems and Firm-approved applications on your device used for conducting Firm business.

Firm Assets

You are responsible for safeguarding the tangible and intangible assets of the Firm and our Clients, Suppliers, and Business Partners that are under your control, or under the control of the employees and functions you supervise. Firm, Client, Supplier, Business Partners, and other assets may be used only for approved purposes and by applicable licenses, terms, and conditions. Assets include cash, securities, physical property, services, business plans, client and employee information, supplier information, intellectual property (Code, Programs, Models, and Other Items), and all other personal, proprietary, and confidential information. Misappropriation, misrepresentation, including fraudulent financial reporting, or unauthorized disclosure of Firm assets is a breach of your duty and may constitute fraud against the Firm, even when such acts are committed without personal gain. Similarly, carelessness, waste, or unauthorized use regarding Firm assets is also a breach of your duty.

Communications with the Public

If you are involved in the preparation of materials for dissemination to the public, you must ensure that the information is accurate and complete. All outgoing information must be approved by at least two people, the “four-eyes principle”. If you become aware of an inaccurate or misleading statement in a public communication, promptly raise the issue immediately.

Your Commitment

Business Partners, Directors, Officers, and Employees of MEDSTERN Canada LLP continuously live these core values. Only by doing so, we can realize our full potential as well as the talents of our People. To reaffirm your commitment to MEDSTERN Canada LLP’s core values, we require that Business Partners, Directors, Officers, and Employees acknowledge this Code of Ethics.

Managing Partner: Mr. Axel Schaefer

Business Partner: Mr. Randal John Clark

Business Partner: ____________________

Business Partner: Mr. Brian Novosel

Business Partner: ____________________

Business Partner: ____________________