EX-99.9 10 pyrex99d9.htm EX-99.9 pyrex99d9
 
 
pyrex99d9p1i0
Exhibit 99.9
CODE OF BUSINESS CONDUCT AND ETHICS
Adopted by Resolution of the Board of Directors on:
 
March 30, 2021
 
- 1 -
CODE OF BUSINESS CONDUCT AND ETHICS
INTRODUCTION
Every employee, officer and director of PyroGenesis Canada Inc. (the “
Company
”) and its subsidiaries occupies a position
of trust. In varying measures, individuals, as
 
well as certain contractors and agents,
 
represent the Company in its relations
with
 
others
 
whether
 
with
 
customers,
 
suppliers,
 
employees,
 
competitors,
 
governments,
 
investors
 
or
 
the
 
general
 
public.
Whatever the area
 
of activity and
 
whatever the degree
 
of responsibility, such persons are
 
expected to act
 
honestly, ethically,
with integrity and in compliance with applicable laws and regulations.
This
 
Code
 
of
 
Business
 
Conduct
 
and
 
Ethics
 
(this
 
“
Code
”)
 
was
 
adopted
 
by
 
the
 
board
 
of
 
directors
 
of
 
the
 
Company
 
(the
“
Board
”) as a guide that is intended, among other things, to sensitize such individuals to significant legal
 
and ethical issues
that
 
arise
 
frequently
 
and
 
to
 
the
 
mechanisms
 
available
 
to report
 
illegal
 
or
 
unethical
 
conduct,
 
and
 
provide
 
assurance
 
that
reporting of questionable behavior
 
is protected and encouraged.
 
It does not purport to
 
address every legal or
 
ethical issue
that may be encountered.
 
Moreover, the
 
specific requirements of
 
applicable law in certain
 
jurisdictions where we
 
currently
operate or may operate in the future may impose a higher standard than is specifically
 
set forth in this Code. Ultimately,
 
no
code of conduct can replace the thoughtful behavior of
 
a person acting honestly,
 
ethically and with integrity.
Compliance
 
with
 
this
 
Code
 
is
 
mandatory
 
for
 
all
 
employees,
 
officers
 
and
 
directors
 
of
 
the
 
Company.
 
Certain
 
contractors,
agents and
 
other representatives
 
of the
 
Company may
 
also be
 
required to
 
comply with
 
this Code.
 
Failure to
 
comply with
this Code, including
 
a failure to
 
report a violation
 
of this Code,
 
can have severe
 
consequences.
 
Conduct that
 
violates this
Code may violate
 
applicable laws and
 
subject both
 
the Company and
 
its employees,
 
officers and
 
directors to
 
prosecution
and legal sanctions. The Company may discipline those who violate this Code, up to and including discharge from office or
termination of employment or engagement with the Company.
The Company
 
has set
 
forth
 
in
 
writing
 
numerous
 
policies,
 
procedures,
 
codes,
 
rules and
 
standards
 
of performance
 
(all
 
of
which
 
continue
 
in
 
force)
 
and
 
may
 
create
 
new
 
policies,
 
procedures,
 
codes,
 
rules and
 
standards
 
in
 
the
 
future.
 
This
 
Code
supplements, but does
 
not replace such
 
other policies, procedures, codes,
 
rules and standards of performance.
 
In the event
of a
 
conflict or
 
inconsistency
 
between this
 
Code and
 
any other
 
written policies,
 
procedures, codes,
 
rules or standards
 
of
performance of
 
the Company
 
this Code shall
 
prevail unless
 
the conflicting
 
or inconsistent
 
policy,
 
procedure, code,
 
rule or
standard
 
of
 
performance
 
imposes
 
an
 
additional
 
and/or
 
higher
 
obligation
 
or
 
standard,
 
in
 
which
 
case
 
the
 
conflicting
 
or
inconsistent policy,
 
procedure, code, rule or standard of performance shall control.
Employees, officers or directors with questions about this
 
Code or any policies, rules and employee performance standards
should consult
 
a senior
 
officer.
 
Any employee,
 
officer
 
or director
 
who is
 
concerned
 
about conduct
 
that they
 
believe may
violate
 
this
 
Code,
 
such
 
policies,
 
rules and
 
employee
 
performance
 
standards
 
or
 
applicable
 
law,
 
should
 
consult
 
a
 
senior
officer.
 
Procedures for reporting suspected violations of this Code
 
are set out under “Compliance” below.
NO RETALIATION
The Company will not permit any
 
form of retaliation (including discharge, demotion, suspension, threats,
 
harassment or any
other form of discrimination) against an employee who
 
has truthfully and in good faith:
(a)
 
reported violations of this Code;
(b)
 
lawfully
 
sought
 
advice
 
about
 
providing
 
information,
 
expressed
 
an
 
intention
 
to
 
provide
 
information
 
or
 
provided
information
 
or assistance
 
regarding
 
any conduct
 
which
 
the
 
employee
 
reasonably
 
believes
 
constitutes
 
a criminal
offense or other violation of law;
(c)
 
cooperated, filed, caused to be
 
filed, testified, participated in
 
or otherwise assisted in, or
 
expressed an intention to
do any of the foregoing, in an investigation or proceeding related
 
to a criminal offense or other violation of
 
law; or
(d)
 
provided a law enforcement officer
 
with truthful information regarding
 
the commission or possible commission
 
of a
criminal offence or other violation of law,
 
unless the individual reporting is one of the violators.
Any retaliation against an
 
employee who has truthfully
 
and in good faith
 
done any of the
 
foregoing in accordance
 
with this
Code will result in discipline, up to and including dismissal.
 
- 2 -
CONFLICT OF INTEREST AND DISCLOSURE ISSUES
Conflicts of Interest
Employees, officers and directors owe a duty to the Company to advance its legitimate
 
interests when the opportunity to do
so arises
 
and
 
to
 
refrain
 
from
 
activities
 
which
 
could
 
hinder
 
their
 
ability
 
to
 
act in
 
the
 
Company’s
 
best
 
interest
 
or have
 
the
potential or could be perceived
 
as doing so, including to
 
avoid all situations in which
 
their personal interests conflict,
 
might
conflict or
 
could be
 
perceived to
 
conflict with
 
their duties
 
to the
 
Company.
 
In particular,
 
employees, officers
 
and directors
should seek to avoid acquiring any interests or participating
 
in any activities that would tend to:
(a)
 
deprive the Company of the time or attention required to perform
 
their duties properly; or
(b)
 
create an obligation or
 
distraction which would affect their judgement or
 
ability to act solely
 
in the Company’s best
interest.
Employees
 
charged
 
with
 
executive,
 
managerial
 
or
 
supervisory
 
responsibility
 
are
 
required
 
to
 
see
 
that
 
actions
 
taken
 
and
decisions made
 
within their
 
jurisdiction are
 
free from
 
the influence
 
of any
 
interests that
 
might reasonably
 
be regarded
 
as
conflicting with those of the Company.
Employees, officers and directors owe a duty to the Company to advance its legitimate interests when
 
the opportunity to do
so arises
 
and
 
to
 
refrain
 
from
 
activities
 
which
 
could
 
hinder
 
their
 
ability
 
to
 
act in
 
the
 
Company’s
 
best
 
interest
 
or have
 
the
potential or
 
could
 
be perceived
 
as doing
 
so. Employees
 
are required
 
to disclose
 
in writing
 
to the
 
Company
 
all business,
commercial
 
or
 
financial
 
interests
 
or
 
activities
 
that
 
might
 
reasonably
 
be
 
regarded
 
or
 
perceived
 
as
 
creating
 
an
 
actual
 
or
potential conflict with
 
such duties. In addition,
 
directors and officers are
 
required under corporate law
 
to disclose any
 
interest
in and
 
refrain from
 
voting on
 
any material
 
contracts or
 
transactions relating
 
to the
 
Company in
 
which they
 
are a
 
party or
have a material
 
interest.
A
senior officer must
 
be contacted in
 
advance to co-ordinate
 
the approval of
 
such material contracts
or transactions.
Outside Employment and Business Activities
Employees may take on employment
 
and engage in or otherwise
 
invest in business ventures,
 
partnerships or enterprises,
but
 
only
 
outside
 
their
 
working
 
hours
 
and
 
with
 
the
 
approval
 
of
 
a
 
senior
 
officer.
 
However,
 
employees
 
must
 
avoid
 
outside
employment, businesses and
 
other activities
 
which would impair
 
their effective performance
 
as a
 
Company employee, which
could have an
 
adverse impact
 
on the business
 
or reputation
 
of the Company
 
or which might
 
create or
 
appear to create
 
a
conflict with the best interests of the Company.
For
 
these
 
reasons,
 
it
 
is
 
important
 
for
 
there
 
to
 
be
 
current
 
and
 
complete
 
disclosure
 
of
 
any
 
such
 
outside
 
employment
 
or
business ventures, partnerships or enterprises
 
that any employee, officer or
 
director may have. Such disclosure
 
should be
made promptly
 
to a
 
senior officer and
 
should also
 
be listed
 
in any
 
acknowledgement of this
 
Code requested
 
by the
 
Company.
See also “Personal Gain”, “Company
 
Confidential Information”, “Intellectual
 
Property”, “Use of Company
 
Assets” and “Use
of Technology”
 
below.
Community Activities
Employees,
 
officers
 
and
 
directors
 
may,
 
and
 
are
 
encouraged
 
to,
 
engage
 
in
 
community
 
and
 
volunteer
 
work
 
and
 
activities
outside
 
their
 
working
 
hours,
 
and
 
to
 
uphold
 
a
 
commitment
 
to
 
community
 
in
 
all
 
their
 
activities.
 
Requests
 
for
 
donation
 
or
sponsorship by
 
the Company
 
or from
 
Company assets,
 
including employee
 
work time,
 
must be
 
made only in
 
accordance
with
 
the
 
Company’s
 
applicable
 
established
 
policies,
 
procedures,
 
codes,
 
rules and
 
standards
 
and
 
within
 
any
 
established
budget therefor or, alternatively,
 
may be submitted to a senior officer and, in such case, may only be approved by the Chief
Executive
 
Officer,
 
Chief
 
Financial
 
Officer
 
or
 
another
 
senior
 
officer
 
designated
 
by
 
the
 
Chief
 
Executive
 
Officer
 
or
 
Chief
Financial Officer for such purpose. See also “Lobbying
 
Activities and Political and Charitable Contributions” below.
Board Appointments
An employee may
 
not sit
 
on the board
 
of a
 
publicly-traded company or
 
other entity (other
 
than the Company
 
and its
 
affiliates)
without
 
the
 
permission
 
of
 
a senior
 
officer
 
or
 
in
 
the
 
case
 
of
 
a
 
senior
 
officer,
 
the
 
Chief
 
Executive
 
Officer.
 
Membership
 
on
charitable or community
 
boards does not
 
require pre-approval but such
 
activity must not interfere
 
with duties and
 
obligations
to the Company and must not reflect negatively on the Company.
An employee
 
who sits
 
on the board
 
of a company
 
or other
 
entity (other
 
than the
 
Company and
 
its affiliates)
 
must abstain
from voting on any matter that directly or indirectly concerns the Company or would be contrary to the Company’s interests
or would give the appearance or perception of a conflict of interest.
 
- 3 -
Personal Gain
Employees,
 
officers
 
and
 
directors
 
must
 
not
 
directly
 
or
 
indirectly
 
use
 
their
 
status
 
or
 
position
 
with
 
the
 
Company
 
to
 
obtain
personal
 
gain
 
in
 
any
 
manner,
 
including
 
from
 
those
 
doing
 
or
 
seeking
 
to
 
do
 
business
 
with
 
the
 
Company.
 
Applicable
 
law
provides that
 
if personal
 
financial benefit
 
is improperly
 
gained by
 
an employee,
 
officer or
 
director directly
 
or indirectly, through
a spouse or child or a relative sharing the same residence as the
 
individual, as a result of his employment or position or by
the
 
use or
 
misuse
 
of
 
the
 
Company’s
 
property
 
or
 
of
 
information
 
that
 
is confidential
 
to
 
the
 
Company’s
 
business,
 
then the
employee, officer or director must account to
 
the Company for any benefit received.
Company Confidential Information
Employees,
 
officers
 
and
 
directors
 
must
 
safeguard
 
the
 
Company’s
 
Confidential
 
Information.
 
“
Confidential
 
Information
”
includes, but is not limited
 
to, trade secrets, know
 
how, records,
 
data, plans, strategies, processes,
 
business opportunities
and ideas relating to present
 
and contemplated products and services
 
and financial affairs of the
 
Company,
 
its customers,
its suppliers and/or employees, as well as information relating
 
to cybersecurity risks and incidents, which information is not
generally known to the public.
Employees, officers
 
and directors
 
are prohibited
 
from disclosing Confidential
 
Information or
 
other information
 
which might
impair the Company’s competitive position or which might
 
violate the private rights of individuals, enterprises or
 
institutions
without
 
appropriate
 
authorization
 
in
 
accordance
 
with
 
the
 
Company’s
 
Disclosure,
 
Confidentiality
 
and
 
Trading
 
Policy,
 
and
must
 
take
 
the
 
appropriate
 
steps
 
to
 
protect
 
such
 
information.
 
The
 
above
 
rules also
 
apply
 
to
 
confidential
 
information
 
of
 
a
Company customer or
 
supplier (or prospective customer
 
or supplier). These confidentiality
 
obligations continue even
 
after
an individual’s service as an employee, officer
 
or director of the Company has ceased.
If
 
the
 
decision
 
is
 
made
 
to
 
disclose
 
Confidential
 
Information
 
to
 
any
 
person
 
or
 
entity
 
outside
 
of
 
the
 
Company
 
(such
 
as
 
a
potential
 
vendor
 
or
 
business
 
partner),
 
it
 
should
 
be
 
done
 
only
 
after
 
appropriate
 
confidentiality
 
agreements
 
are
 
executed.
These agreements must document the need to maintain confidentiality of the Confidential
 
Information that is disclosed and
copies of all
 
confidentiality agreements must be
 
forwarded to a
 
senior officer. The amount of
 
Confidential Information shared
with any
 
person or
 
entity outside
 
of the
 
Company should,
 
in any
 
case, be
 
kept to
 
the minimum
 
necessary to
 
address the
applicable business need.
All employees, officers and directors
 
must also adhere to the Company’s
 
policies, procedures, and rules on confidentiality,
disclosure and
 
insider trading
 
as set
 
out in
 
the Company’s
 
Disclosure, Confidentiality
 
and Trading
 
Policy.
 
A copy
 
of such
policy is
 
available on
 
the Company’s
 
intranet, but
 
it may
 
also be
 
obtained from
 
a senior
 
officer.
 
Nothing in
 
such policy
 
or
this
 
Code
 
restricts
 
an
 
employee
 
from
 
reporting
 
potential
 
violations
 
of
 
law
 
to
 
securities
 
regulators
 
or
 
other
 
governmental
agencies
 
or self-regulatory
 
authorities
 
without
 
notice
 
or permission
 
from
 
the
 
Company,
 
or providing
 
disclosures
 
that are
protected or required under
 
applicable whistleblower laws and
 
cooperating voluntarily with or responding
 
to any inquiry from
securities regulators or other governmental agencies or self-regulatory
 
organizations.
Intellectual Property
Intellectual property refers to any creations
 
of the mind, such as inventions, literary
 
or artistic works, programs, databases,
designs,
 
symbols,
 
names
 
and
 
images.
 
Intellectual
 
property
 
is
 
protected
 
in
 
law
 
by
 
rights
 
such
 
as
 
patents,
 
copyright
 
and
trademarks,
 
which
 
enable
 
the
 
creations
 
to
 
be
 
protection
 
from
 
unauthorized
 
use
 
by
 
third
 
parties.
 
All
 
intellectual
 
property
developed by an employee
 
in his or her role
 
during the course
 
of his or her
 
employment with the Company
 
belongs to the
Company
 
and
 
all
 
employees
 
assign
 
to
 
the
 
Company
 
all rights
 
the
 
employee
 
may
 
have
 
in
 
such
 
intellectual
 
property.
 
All
materials
 
documenting
 
intellectual
 
property
 
must
 
remain
 
with
 
the
 
Company
 
following
 
termination
 
of
 
employment
 
and
employees must
 
delete copies
 
from personal
 
devices.
 
Employees must
 
take such
 
reasonable steps
 
as requested
 
by the
Company to confirm ownership of any intellectual property
 
in the Company and assist the
 
Company to perfect and maintain
its title to such
 
intellectual property and
 
bring or defend
 
cases involving such
 
intellectual property.
 
All employees waive
 
all
authors’ and moral rights which they may have in such
 
intellectual property.
Use of Company Assets
Each employee,
 
officer
 
and director
 
has a
 
responsibility
 
to prevent
 
misuse, loss,
 
unauthorized destruction
 
or damage
 
or
theft of the Company’s assets. Reasonable precautions
 
should be taken to secure the Company premises and assets.
Company
 
assets
 
should
 
be
 
used
 
solely
 
for
 
the
 
benefit
 
of
 
the
 
Company.
 
Use
 
of
 
the
 
Company’s
 
funds
 
or
 
assets
 
for
 
any
unlawful or
 
improper purpose
 
is prohibited.
 
Claims for
 
business expenses
 
must be
 
made consistent
 
with the
 
Company’s
expense polices. Excessive, fictitious or unnecessary claims
 
are prohibited.
 
- 4 -
Use of Technology
Improper use
 
of the
 
Company’s
 
IT resources
 
can create
 
legal liability
 
and these
 
resources
 
should generally
 
be used
 
for
Company purposes only.
Information
 
transmitted
 
through
 
Company
 
resources
 
implies
 
affiliation
 
with
 
the
 
Company
 
and
 
should
 
therefore
 
reflect
positively upon
 
the Company.
 
Sending, receiving,
 
displaying, printing,
 
or otherwise
 
engaging in
 
any communications
 
that
are in violation
 
of applicable law
 
or this Code,
 
or any other
 
the Company policy, including, but not
 
limited to, communications
that are
 
unlawful, libellous,
 
invasive of
 
another’s privacy,
 
threatening, fraudulent,
 
harassing, sexually
 
explicit, defamatory,
or
 
otherwise
 
objectionable,
 
or
 
that
 
infringe
 
or
 
may
 
infringe
 
the
 
intellectual
 
property
 
or
 
other
 
rights
 
of
 
another
 
person
 
or
company, are prohibited.
 
Employees are expected to discourage others from transmitting
 
such information.
Subject
 
to
 
applicable
 
laws,
 
all
 
information
 
of
 
any
 
kind
 
(including
 
without
 
limitation
 
voice
 
communications
 
and
 
electronic
messages) stored or
 
transmitted on
 
Company systems
 
is the property
 
of the Company
 
and the Company
 
has the right
 
to
monitor,
 
inspect
 
and/or
 
audit
 
any
 
communication
 
or
 
material
 
stored,
 
downloaded,
 
accessed,
 
posted,
 
transmitted
 
or
distributed on
 
an employee’s computer, phone
 
or voicemail
 
at any
 
time for
 
any purpose, without
 
prior notice
 
to the
 
employee.
Communications of any nature on these systems should not
 
be considered private communications.
WORK ENVIRONMENT
The Company is
 
committed to respecting
 
human rights both
 
within the Company
 
and with those
 
with whom the
 
Company
does business and the Board oversees this commitment and
 
the Company policies in which it is reflected.
The Company
 
respects
 
human rights
 
by seeking
 
to avoid
 
infringing on
 
the rights
 
of others
 
and seeks
 
to address
 
adverse
human
 
rights
 
impacts
 
with
 
which
 
the
 
Company
 
may
 
become
 
involved.
 
The
 
Company
 
prohibit
 
the
 
use
 
of
 
any
 
forced,
compulsory or child labor.
The Company respects the rights
 
of Company employees and
 
seeks to provide fair and
 
safe working conditions, including
a work environment
 
that is free from
 
discrimination and harassment
 
and affords equal
 
opportunity to all.
 
This commitment
is supported by a
 
broad range of programs
 
for employees and their
 
family members, including
 
employee benefits focused
on health, personal wellness, parental leave, diversity
 
and inclusion, and education.
Discrimination-
 
and Harassment-Free Work Environment
The Company strives to maintain
 
a work environment free of
 
violence, discrimination against and harassment of employees
or non-employees with whom the Company has a business service
 
or professional relationship and in which individuals are
accorded
 
equality
 
of
 
employment
 
opportunity
 
based
 
upon
 
merit
 
and
 
ability.
 
Discriminatory
 
practices
 
based
 
on
 
race,
ancestry,
 
place of origin, color,
 
national or ethnic origin,
 
citizenship, creed, sex, sexual
 
orientation, gender identity,
 
gender
expression, religion,
 
marital status,
 
family status,
 
same-sex partnership
 
status, age,
 
record of
 
offenses, disability
 
or other
prohibited grounds of discrimination under applicable law will
 
not be tolerated.
It
 
is
 
the
 
responsibility
 
of
 
each
 
employee,
 
officer
 
and
 
director
 
of
 
the
 
Company
 
to
 
help
 
the
 
Company
 
provide
 
a
 
work
atmosphere free
 
of harassing
 
(sexual or
 
otherwise), abusive,
 
disrespectful, disorderly,
 
violent, hostile,
 
disruptive or
 
other
non-professional conduct. Harassment in
 
any form, verbal
 
or physical, by
 
any employee, will
 
not be tolerated.
 
The Company
requires every person to show sound judgment and respect
 
for the feelings and sensibilities of all other employees
 
.
If
 
an
 
employee
 
feels
 
that
 
another
 
employee’s
 
conduct
 
is
 
discriminatory,
 
harassing,
 
improper
 
or
 
offensive,
 
the
 
offended
employee should promptly
 
and firmly tell the
 
offender that his
 
or her behavior is
 
unwelcome.
 
Doing so places
 
the offender
on notice
 
that
 
his or
 
her conduct
 
is inappropriate
 
.
 
However,
 
any employee
 
who
 
believes
 
he
 
or she
 
has been
 
subject
 
to
harassment or offensive conduct, or who believes he or she has been a witness to such conduct, may report the offense to
the Human Resources Department or pursuant to the mechanisms for reporting suspected violations of
 
this Code set out in
“Compliance”.
Equal Opportunity
The
 
Company
 
is
 
committed
 
to
 
fair
 
employment
 
practices,
 
including
 
equal
 
treatment
 
in
 
hiring,
 
promotion,
 
training
 
and
compensation, termination, and disciplinary action.
Employee Privacy and Personal Information
The Company
 
believes in
 
taking steps
 
to protect
 
the privacy
 
of its
 
employees, officers,
 
directors, contractors,
 
agents and
other representatives.
 
The Company will not
 
interfere in the personal
 
lives of such individuals unless
 
their conduct impairs
their work performance or adversely affects the work environment or business or reputation of the
 
Company or is otherwise
a violation of this Code.
 
- 5 -
The
 
Company
 
limits
 
the
 
collection
 
of
 
personal
 
information
 
to
 
that
 
which
 
is
 
necessary
 
for
 
business,
 
legal,
 
security
 
or
contractual purposes and collection of personal information is to be conducted by fair
 
and lawful means with the knowledge
and consent
 
of the
 
individual from
 
whom the
 
information
 
is being
 
collected.
 
Access
 
to employee
 
personnel
 
and medical
records and
 
the information contained
 
therein must
 
be limited
 
to those
 
with a
 
need to
 
know for
 
a legitimate
 
business purpose.
All employees
 
have the
 
right to
 
see their
 
own personnel
 
record.
 
Personal
 
information
 
must not
 
be used
 
or disclosed
 
for
purposes other than those for
 
which it was collected, except
 
with the knowledge and consent of
 
the individual or as required
by law.
 
Personal information must
 
be retained only
 
as long as
 
necessary for the fulfilment
 
of those purposes
 
and must be
kept sufficiently
 
accurate, complete
 
and up-to-date
 
to minimize
 
the possibility
 
that inappropriate
 
information may
 
be used
or disclosed.
 
The Company
 
and its
 
employees must
 
observe obligations
 
of confidentiality
 
and non-disclosure
 
of personal
information, including
 
information of
 
its employees
 
and customers,
 
with the
 
same degree
 
of diligence
 
that employees
 
are
expected to use in protecting
 
Confidential Information. All
 
employees must adhere to
 
the Company’s policies,
 
procedures,
codes, rules and
 
standards in
 
place to
 
protect personal
 
information against
 
loss or
 
theft, as
 
well as
 
unauthorized access,
disclosure, copying,
 
use or
 
modification of
 
personal information
 
of others,
 
as the
 
Company is
 
responsible for
 
all personal
information
 
in
 
its
 
possession
 
or
 
custody.
 
The
 
Company
 
and
 
all
 
employees
 
shall
 
also
 
comply
 
with
 
all
 
applicable
 
laws
regulating the disclosure of personal information.
Substance and Alcohol Abuse
The
 
use,
 
possession,
 
sale,
 
purchase
 
and
 
the
 
negotiation
 
for
 
sale
 
or
 
purchase
 
of
 
illegal
 
substances
 
or
 
alcohol
 
in
 
the
workplace or
 
on
 
or through
 
Company
 
property
 
is prohibited
 
unless
 
otherwise
 
authorized. The
 
abuse
 
or improper
 
use of
prescription
 
or
 
over-the-counter
 
drugs
 
while
 
in
 
the
 
workplace
 
or
 
on
 
or
 
through
 
Company
 
property
 
is
 
also
 
prohibited.
Employees are
 
prohibited
 
against using
 
drugs or
 
alcohol in
 
a manner,
 
whether before,
 
during or
 
after work
 
hours, which
adversely affects job performance or customer
 
or supplier relations or compromises the safety of other persons.
HEALTH, SAFETY &
 
THE ENVIRONMENT
The health and safety of employees
 
is a vital concern for the
 
Company and all Company employees
 
share a responsibility
to promote a workplace free of preventable safety
 
and health hazards that complies with all applicable laws
 
and regulations
governing workplace health and
 
safety. This commitment encompasses all of the
 
Company’s facilities and operations. Each
employee must be proactive
 
and follow all of
 
the Company’s safety
 
and health rules and report
 
possible safety and
 
health
issues and concerns to appropriate management personnel.
The Company
 
is committed
 
to conducting
 
operations and
 
activities in
 
a manner
 
that protects
 
the environment.
 
Company
policy
 
is
 
that
 
no
 
employee
 
shall
 
engage
 
in
 
conduct
 
that
 
violates
 
environmental
 
laws
 
or
 
regulations
 
or
 
is
 
otherwise
inconsistent
 
with
 
the
 
health
 
and
 
safety
 
needs
 
of
 
our
 
employees
 
and
 
the
 
environmental
 
needs
 
of
 
our
 
communities.
 
The
Company’s
 
employees are
 
expected to
 
take steps
 
to conserve
 
energy resources
 
to the
 
fullest extent
 
possible consistent
with sound business operations and
 
the Company encourages its
 
offices, employees, suppliers
 
and vendors to participate
in energy and water conservation and recycling programs
 
.
The
 
Company
 
is
 
also
 
committed
 
to
 
the
 
continuous
 
improvement
 
of
 
its
 
environmental
 
management
 
systems,
 
its
environmental, health and safety programs, and to the
 
prevention of pollution.
ETHICAL BUSINESS PRACTICES
Compliance with Laws
The Company conducts
 
business in jurisdictions
 
where laws, customs
 
and social requirements
 
vary considerably.
 
It is the
Company’s policy to operate in material compliance with all applicable domestic and foreign laws, including applicable anti-
corruption
 
and
 
anti-bribery
 
laws.
 
Any
 
employee,
 
officer
 
or
 
director
 
becoming
 
aware
 
of
 
a
 
conflict
 
between
 
foreign
 
laws,
customs or social requirements and applicable domestic
 
or other laws should consult a senior officer
 
promptly.
 
If there is a
conflict between laws, customs or social requirements, employees, officers and directors should in all cases always comply
with all legal
 
requirements. If there
 
are no directly
 
applicable legal requirements,
 
employees, officers
 
and directors should
always comply with applicable Company policies, guidance and
 
expectations.
Gifts, Benefits and Entertainment
Except
 
as
 
set
 
forth
 
herein
 
and
 
in
 
accordance
 
herewith,
 
employees,
 
officers
 
and
 
directors
 
are
 
strictly
 
prohibited
 
from
furnishing
 
or
 
providing,
 
directly
 
or
 
indirectly
 
on
 
behalf
 
of
 
the
 
Company,
 
gifts,
 
entertainment
 
or
 
benefits
 
to
 
other
 
persons
including public
 
officials (as
 
defined below).
 
Similarly,
 
employees, officers
 
and directors
 
must not
 
accept or
 
give anything
that will
 
compromise,
 
or
 
be
 
seen to
 
compromise
 
their
 
judgement
 
or inappropriately
 
influence
 
themselves
 
or
 
others. Any
 
- 6 -
gifts, entertainment
 
or other
 
benefits offered
 
or received
 
that do not
 
comply with
 
these restrictions
 
must be
 
disclosed to
 
a
senior officer and should be declined or returned
 
,
 
if possible.
Those individuals whose duties permit
 
them to do so may
 
furnish or accept certain gifts,
 
favors and entertainment to or
 
from
persons, other than public officials (as defined below),
 
if all the following tests are met:
(a)
 
the gift or other benefit is not cash,
 
a gift certificate or other negotiable instrument;
(b)
 
the gift, other benefit or entertainment cannot
 
reasonably be interpreted as an improper payment or inducement
and is of nominal value;
(c)
 
the gift, other benefit or entertainment does
 
not contravene any law and, in addition,
 
is made in accordance with
generally-accepted local ethical practices;
(d)
 
the gift, other
 
benefit or entertainment
 
does not influence
 
Company business decisions
 
or impact independent
judgement;
(e)
 
the gift, other benefit or entertainment occurs or is given
 
or accepted infrequently;
(f)
 
the gift, other benefit or entertainment arises out of the
 
ordinary course of business;
(g)
 
the gift, other benefit, or entertainment involves reasonable
 
expenditures; and
(h)
 
if
 
subsequently
 
disclosed
 
to
 
the
 
public,
 
the
 
provision
 
or
 
acceptance
 
of
 
the
 
relevant
 
gift,
 
other
 
benefit
 
or
entertainment would not
 
in any
 
way embarrass the
 
Company, its employees, officers or
 
directors or the
 
recipient.
For the
 
avoidance
 
of doubt,
 
this section
 
is not
 
intended
 
to apply
 
to planned
 
promotional or
 
other similar
 
activities
 
of the
Company, including the offering of incentives to customers of the Company,
 
which have been approved in accordance with
the
 
Company’s
 
applicable
 
policies
 
and
 
procedures.
 
Any
 
questions
 
regarding
 
the
 
interpretation
 
of
 
this
 
section
 
and
 
its
requirements
 
should
 
be
 
directed
 
to
 
a
 
senior
 
officer
 
prior
 
to
 
accepting
 
or
 
giving
 
the
 
gift
 
or
 
other
 
benefit
 
to
 
the
 
extent
reasonably practicable.
Recording of Transactions and
 
Reporting of Financial Information
The integrity of the Company’s record keeping
 
and reporting systems shall be maintained at
 
all times, as these systems are
required for the Company to meet its financial, legal and other
 
business obligations.
Employees must document
 
and record all transactions
 
in accordance with
 
the Company’s
 
internal control procedures
 
and
in compliance
 
with all
 
applicable accounting
 
principles, laws,
 
rules and regulations,
 
and employees
 
with responsibility
 
for
reporting
 
financial
 
information
 
must provide
 
information
 
that is
 
accurate,
 
complete,
 
objective, timely
 
and
 
understandable
and that complies
 
with all applicable
 
laws relating to
 
the recording and
 
disclosure of financial
 
information. Employees
 
and
managers are
 
forbidden to
 
use, authorize,
 
or condone
 
the use
 
of "off-the-books"
 
record-keeping or
 
any other
 
device that
could be utilized
 
to distort records
 
or reports
 
of the Company’s
 
true operating results
 
and financial conditions.
 
Employees
must not fraudulently
 
influence, coerce,
 
manipulate or
 
mislead any
 
independent public
 
or certified
 
accountant engaged
 
in
the performance of an audit,
 
review, compilation or other service
 
with respect to the financial statements for the purpose of
rendering such financial statements misleading.
Use of Written Agreements; No Side Deals or Side
 
Letters
The
 
Company
 
documents
 
business
 
transactions
 
with
 
full
 
and
 
complete
 
written
 
agreements
 
that
 
set
 
out
 
the
 
terms
 
and
conditions of
 
the agreement
 
and understandings
 
between the
 
parties. No
 
new agreement
 
can be
 
created, or
 
an existing
agreement
 
modified,
 
without
 
approval
 
of
 
a
 
senior
 
officer.
 
All
 
new
 
agreements
 
should
 
also
 
be
 
reviewed
 
by
 
the
 
relevant
functional areas, including finance, as the terms and
 
conditions of the agreement may affect how the
 
Company records and
reports
 
the
 
transaction
 
for
 
accounting
 
or
 
other
 
purposes.
 
No
 
oral
 
contracts,
 
informal
 
letters
 
of
 
understanding
 
or
 
intent,
“handshake deals” or side
 
letters are permitted. Where
 
the Company has developed
 
standard written agreements and
 
other
provisions, schedules,
 
riders
 
and appendices,
 
Company employees
 
must use
 
these standard
 
forms except
 
to the
 
extent
that changes are authorized by a senior officer.
Records Retention and Destruction
Legal and regulatory practice requires
 
the retention of certain records, such
 
as certain tax, personnel health
 
and safety, and
financial records,
 
for various
 
periods of
 
time and
 
employees, officers
 
and directors
 
are required
 
to comply
 
with Company
 
- 7 -
controls for
 
the retention
 
and timely
 
destruction of
 
records. In
 
addition, when
 
litigation or
 
a governmental
 
investigation or
audit
 
is
 
pending
 
or
 
imminent,
 
relevant
 
records
 
must
 
not
 
be
 
altered
 
or
 
destroyed
 
until
 
the
 
matter
 
is
 
closed.
 
Alteration
 
or
destruction of records in a legal or governmental proceeding
 
may constitute a criminal offense.
A senior
 
officer
 
will notify
 
employees when
 
records have
 
been placed
 
on a
 
“legal hold”.
 
Such records
 
cannot be
 
altered,
destroyed,
 
deleted
 
or modified
 
in any
 
manner
 
for the
 
duration of
 
the “legal
 
hold”.
 
Questions regarding
 
records
 
retention
should be addressed
 
to a senior
 
officer,
 
particularly if any
 
litigation, investigation, inquiry
 
or administrative action
 
involving
the Company or any of its employees, suppliers or customers
 
is pending or threatened.
Cybersecurity
Cyber-attacks may be
 
carried out by
 
third parties or
 
insiders using
 
techniques that
 
range from highly
 
sophisticated efforts
to electronically
 
circumvent
 
network security
 
or overwhelm
 
websites
 
to
 
more traditional
 
intelligence
 
gathering
 
and social
engineering aimed at obtaining
 
information necessary to
 
gain access. In addition,
 
third parties may attempt
 
to fraudulently
induce employees
 
or customers
 
to, or
 
the
 
Company’s
 
employees
 
or customers
 
themselves
 
may,
 
disclose information
 
in
order
 
to
 
gain
 
access
 
to
 
the
 
Company’s
 
data
 
or
 
its
 
customers’
 
information
 
and
 
potentially
 
use
 
such
 
data
 
or
 
information
improperly.
Employees
 
must
 
not
 
engage
 
in
 
or
 
otherwise
 
aid,
 
assist
 
or
 
ignore
 
any
 
potential
 
or
 
actual
 
cyber-attacks
 
or
 
other
 
cyber
incidents
 
or
 
otherwise
 
exploit
 
any
 
cybersecurity
 
vulnerabilities
 
of
 
the
 
Company,
 
and
 
employees
 
must
 
report
 
any
 
such
threatened or actual cyber-attacks or cybersecurity vulnerabilities.
Ethical Competitive Practices and Third-Party Intellectual
 
Property
The Company competes vigorously and creatively in its business activities, but does so in a fair, lawful and ethical manner.
Employees must
 
not use
 
improper or
 
illegal means
 
of gathering
 
information about
 
competitors or
 
other third
 
parties, and
must not exchange information
 
or agree with competitors
 
in connection with pricing
 
or other matters that
 
are prohibited by
applicable law.
 
Theft
 
or illegal
 
entry
 
and electronic
 
eavesdropping
 
are unacceptable
 
means of
 
searching
 
for competitive
intelligence. Employees
 
must neither offer
 
a bribe or
 
a gift in
 
exchange for a
 
competitor’s information
 
nor otherwise solicit
information from current or former employees of a competitor. Employees, officers and directors of the Company must also
not knowingly use or bring onto
 
the Company’s computer systems intellectual property belonging to third parties
 
without the
applicable third party’s consent, a license or
 
other legal right.
Crime and Money-Laundering Prevention
The
 
Company
 
is
 
committed
 
to
 
comply
 
fully
 
with
 
all
 
applicable
 
anti-money
 
laundering
 
laws,
 
both
 
domestically
 
and
internationally.
 
The Company will conduct
 
business only with reputable customers
 
who are involved in legitimate
 
business
activities and whose funds
 
are derived from legitimate
 
sources. All employees
 
are to take reasonable
 
steps to ensure that
the Company does not aid
 
or take part in any
 
illegal activities or accept
 
payments that have been
 
identified as a means
 
of
laundering money.
DEALINGS WITH PERSONS OUTSIDE THE COMPANY
The
 
honesty
 
and
 
integrity
 
of
 
those
 
who
 
represent
 
the
 
Company
 
must
 
underlie
 
all
 
of
 
the
 
Company’s
 
relationships
 
with
persons outside the Company.
Dealing with Public Officials
As a general
 
matter, all
 
dealings between
 
employees, officers
 
and directors of
 
the Company and
 
public officials
 
are to be
conducted
 
in
 
a
 
manner
 
that
 
will
 
not
 
compromise
 
the
 
integrity
 
or
 
impugn
 
the
 
reputation
 
of
 
the
 
Company,
 
its
 
employees,
officers
 
or
 
directors
 
or
 
any
 
public
 
official.
 
The
 
Company
 
specifically
 
prohibits
 
bribery
 
of
 
public
 
officials
 
and
 
third
 
parties
anywhere
 
in
 
the
 
world
 
and
 
requires
 
compliance
 
with
 
all
 
applicable
 
laws
 
in
 
the
 
countries
 
in
 
which
 
the
 
Company
 
does
business, including, without limitation, Canada’s Corruption
 
of Foreign Public Officials Act (“
CFPOA
”) and the U.S. Foreign
Corrupt Practices
 
Act (“
FCPA
”), which prohibit
 
bribery and corruption.
 
This legislation
 
also requires
 
the Company to
 
keep
accurate books and records and maintain effective internal controls.
 
The CFPOA and the FCPA
 
each have a broad scope,
and apply to
 
the activities of
 
the Company and
 
activities carried out
 
through its subsidiaries
 
and affiliates
 
anywhere in the
world.
Even the appearance of impropriety in
 
dealing with public officials is improper and unacceptable. Any participation,
 
whether
directly or indirectly, in any bribes, kickbacks, improper profit-sharing arrangements, illegal gratuities, indirect contributions,
improper
 
inducements,
 
“facilitation
 
payments”
 
or
 
similar
 
payments
 
to
 
any
 
public
 
official
 
is
 
expressly
 
forbidden,
notwithstanding that they might further the business interests of the Company and notwithstanding that such practices may
 
- 8 -
be considered to be a way of “doing business” or necessary
 
in a particular country in question,
 
including where the making
small “facilitation
 
payments”
 
to foreign
 
public officials
 
to secure
 
a routine
 
business
 
service or
 
have routine
 
administrative
actions performed by public officials is local custom. Furthermore, certain
 
laws, such as the CFPOA, apply to dealings with
foreign public officials in Canada and in the official
 
’s own state.
It is the
 
Company’s policy that no payments
 
or offers to make payments
 
whatsoever, regardless of amount or purpose, shall
be
 
made
 
either
 
directly
 
or
 
through
 
third
 
parties
 
to
 
officials
 
or
 
employees
 
of
 
government
 
agencies
 
or
 
instrumentalities
(including government
 
monopolies) without
 
an express
 
authorization
 
from a
 
senior
 
officer
 
following consultation
 
with
 
the
appropriate
 
compliance
 
personnel.
 
Any
 
approved
 
arrangements
 
must
 
be
 
documented
 
in
 
accordance
 
with
 
the
 
Company
legal and accounting requirements and ethical business
 
practices.
The Company
 
may hire
 
former public
 
officials
 
from time
 
to time,
 
but because
 
of the
 
restrictions that
 
applicable laws
 
can
place on
 
such
 
arrangements
 
in certain
 
circumstances,
 
employees,
 
officers
 
and
 
directors
 
must first
 
consult
 
with a
 
senior
officer
 
prior to
 
hiring
 
a current
 
or former
 
public official,
 
or their
 
family
 
members
 
and the
 
Company
 
will
 
not
 
hire any
 
such
official if he or she is participating in a matter reasonably
 
regarded as involving the Company’s
 
interests.
For
 
purposes
 
of
 
this
 
Code,
 
a
 
“public
 
official”
 
should
 
be
 
interpreted
 
broadly
 
and
 
includes
 
any
 
official
 
or
 
employee
 
of
 
a
government
 
or
 
of
 
a
 
department,
 
organization
 
or
 
agency
 
of
 
a
 
government
 
(or
 
any
 
department,
 
organization
 
or
 
agency
thereof); any employee of any company owned or controlled by a
 
government; any official who holds a legislative or judicial
position; any official of a public
 
international organization; any political
 
party or official of a political
 
party; any candidate for
political office;
 
and any
 
person or
 
firm acting
 
in an
 
official
 
capacity,
 
including for,
 
or on
 
behalf of,
 
any of
 
the
 
following:
 
a
government, a
 
department
 
or agency
 
of a
 
government,
 
a company
 
owned or
 
controlled by
 
a government,
 
a legislator,
 
a
judicial officer, a public
 
international organization, or any political party.
The Company and
 
its representatives
 
will not engage
 
in or undertake
 
lobbying activities
 
as defined under
 
applicable laws
unless all requirements
 
under such
 
applicable laws
 
have been
 
satisfied and
 
the prior
 
express approval
 
of a
 
senior officer
has been obtained following consultation with appropriate
 
compliance personnel.
Dealing with the Media and Communications Generally
The Company is committed
 
to providing, as appropriate,
 
full and prompt disclosure
 
to the public of
 
material developments
and events. However,
 
all media, public and investor relations and
 
communications are to be co-ordinated
 
through a senior
officer and the Investor Relations, as applicable, in accordance with the Company’s Disclosure, Confidentiality and Trading
Policy and applicable
 
laws. Employees
 
should not comment
 
on any inquiry
 
from the media,
 
no matter
 
how innocuous the
inquiry may appear. Any employee who is asked by the media or otherwise for a statement or to give a
 
presentation should
explain that he or she is subject
 
to this Code and the Disclosure,
 
Confidentiality and Trading
 
Policy and refer the matter
 
to
a senior officer.
Dealings with Suppliers, Agents and Representatives
Selection of suppliers to the Company will be based on merit
 
after due consideration of alternatives. The Company will only
deal
 
with
 
suppliers
 
who
 
comply
 
with
 
applicable
 
legal
 
requirements
 
(including
 
any
 
applicable
 
regulations
 
requiring,
 
for
example, the conduct of background checks) and
 
the Company’s standards relating to, among other things,
 
labor, including
not
 
using
 
child
 
or
 
forced
 
labor,
 
environment,
 
health
 
and
 
safety,
 
intellectual
 
property
 
rights
 
and
 
refraining
 
from
 
improper
payments.
 
Confidential
 
information
 
received
 
from
 
a
 
supplier
 
shall
 
be
 
treated
 
as
 
if
 
it
 
were
 
the
 
Company’s
 
Confidential
Information (see “Conflicts of Interest and Disclosure Issues
 
– Company Confidential Information”).
The Company will
 
enter into representation
 
agreements only with
 
companies or persons
 
believed to have
 
a record of
 
and
commitment
 
to
 
integrity.
 
Efforts
 
will
 
be
 
taken
 
by
 
the
 
Company
 
and
 
its
 
employees
 
to
 
ensure
 
that
 
agents,
 
consultants,
independent contractors,
 
representatives and
 
suppliers are
 
aware of this
 
Code. A senior
 
officer should
 
be contacted
 
prior
to
 
retaining
 
any
 
individual
 
who
 
is
 
to
 
act
 
as
 
an
 
agent,
 
consultant,
 
independent
 
contractor
 
or
 
representative,
 
and
 
such
individual should be retained only pursuant to a written
 
contract that has been approved by a senior officer
 
.
In
 
cases
 
where
 
an
 
agent,
 
consultant,
 
independent
 
contractor,
 
or
 
a
 
representative
 
is
 
engaged
 
to
 
provide
 
services
 
to
 
the
Company and that individual deals on behalf of the Company with public officials,
 
has access to Confidential Information or
where the
 
Company
 
otherwise
 
determines
 
it is
 
necessary
 
or advisable,
 
such person
 
will be
 
provided with
 
a copy
 
of this
Code and be required to acknowledge the same and be
 
bound by its terms.
Political and Charitable Contributions
The use of the Company’s funds, goods or services as
 
contributions to political parties, candidates, campaigns or charities
is forbidden,
 
unless authorized by
 
a senior
 
officer, and the
 
contribution is in
 
accordance with any
 
approved political donations
 
- 9 -
or
 
charitable
 
donations
 
budget.
 
Contributions
 
include
 
money
 
or
 
anything
 
having
 
value,
 
such
 
as
 
loans,
 
services,
entertainment, trips, employee work time and the use
 
of the Company’s facilities or assets.
No
 
corporate
 
action,
 
direct
 
or
 
indirect,
 
will
 
be
 
allowed
 
that
 
infringes
 
on
 
the
 
right
 
of
 
any
 
employee
 
individually
 
to
 
decide
whether, to whom,
 
and in what amount, he
 
or she will make personal
 
political or charitable contributions.
 
The same is true
of volunteer political or charitable donations of personal service time, so
 
long as it does not interfere with the
 
working status
of
 
employees
 
and
 
is
 
not
 
during
 
employee
 
work
 
time.
 
Employees,
 
officers
 
and
 
directors
 
who
 
participate
 
in
 
political
 
or
charitable activities on
 
their own behalf
 
and on their
 
own time must
 
not purport to
 
speak or act
 
for the Company
 
or in any
way use Company property or assets. It
 
is illegal for the Company to
 
reimburse an employee for a contribution in the
 
nature
of those listed above.
Investigations
The Company
 
will fully
 
cooperate with
 
any appropriate
 
governmental or
 
regulatory
 
investigation. Any
 
time an
 
employee,
officer or director receives information about a new government, regulatory or other investigation or inquiry, this information
should be communicated immediately to a senior officer
 
.
Employees, officers and directors should never,
 
under any circumstances:
(a)
 
destroy or alter any
 
the Company documents
 
or records in anticipation
 
of a request
 
for those documents
 
from
any government agency or a court;
(b)
 
lie or
 
make any
 
misleading statements to
 
any governmental investigator
 
(including routine as
 
well as
 
non-routine
investigations); or
(c)
 
attempt
 
to
 
cause
 
the
 
Company,
 
any
 
employee
 
or
 
any
 
other
 
person,
 
to
 
fail
 
to
 
provide
 
information
 
to
 
any
government investigator or to provide any false or misleading
 
information.
(d)
 
Should any governmental, regulatory or other inquiry be made through the issuance of a written or oral request
for information, such request
 
should immediately,
 
and before any
 
action is taken
 
or promised, be submitted
 
to
a senior officer.
COMPLIANCE
This Code
 
will be
 
posted to
 
the Company’s
 
website and
 
filed under
 
the Company’s
 
profile at
 
www.sedar.com.
A
 
copy of
this Code will also be made available to each Company employee and made available to each director as part of his or her
orientation materials.
From time to time as
 
may be requested by the
 
Company, each employee, officer and director, as applicable, must complete
an
 
acknowledgement
 
and
 
disclosure
 
statement
 
attesting
 
to
 
that
 
individual’s
 
compliance
 
with
 
this
 
Code.
 
All
 
such
acknowledgements will be
 
retained by the Human
 
Resources Department for
 
purposes of confirming that
 
each employee,
officer and director has acknowledged this Code.
The Company reserves the right to audit
 
compliance with this Code. Accordingly, all employees, officers and directors must
afford any
 
external or
 
internal auditors
 
full, free
 
and unrestricted
 
access to
 
all the
 
Company operations,
 
records, facilities
and personnel and will take appropriate measures to safeguard
 
information obtained through the audit process.
An employee, officer or director or other representative who becomes aware of a violation or possible violation of this Code
or any of the Company’s statements and policies must report that information immediately to a senior officer or a director of
the
 
Company.
 
Senior
 
officers
 
and
 
directors
 
may
 
be
 
subject
 
to
 
disciplinary
 
action
 
if
 
they
 
condone
 
misconduct
 
or
 
do
 
not
demonstrate the appropriate leadership to ensure compliance
 
with this Code.
An employee may report questionable
 
accounting or auditing matters, on
 
an anonymous basis, by sending
 
a letter to “The
Board
 
of
 
Directors
 
of
 
PyroGenesis
 
Canada Inc.
 
c/o
 
Chair,
 
Audit
 
Committee,
 
1744
 
William
 
Street,
 
Suite
 
200,
 
Montréal,
Québec H3J 1R4, Canada”. Employees, officers and directors must cooperate fully in any
 
Company investigation and must
take all reasonably steps necessary to safeguard the
 
integrity of the investigation.
WAIVER, AMENDMENTS
 
AND INTERPRETATION
 
OF THIS CODE
The Company retains sole discretion in interpreting
 
and applying this Code. The Company will
 
periodically review this Code
and make
 
appropriate additions
 
or changes.
 
This Code
 
may be
 
updated, modified
 
or withdrawn
 
by the
 
Company
 
at any
time in
 
its sole discretion.
 
Any waiver
 
of this
 
Code for
 
executive officers
 
or directors
 
may be made
 
only by
 
the Board
 
and
will be publicly
 
disclosed, together
 
with the
 
reasons for
 
such waiver,
 
in accordance
 
with all applicable
 
securities laws
 
and
 
- 10 -
stock exchange rules. Any waivers of this Code will only
 
be granted where such waiver is both necessary
 
and appropriate,
and
 
it
 
will
 
be
 
qualified
 
in
 
scope
 
so
 
as
 
to
 
protect
 
the
 
Company
 
to
 
the
 
greatest
 
extent
 
practicable.
 
Amendments
 
or
 
other
modifications
 
of
 
this
 
Code
 
will
 
also
 
be
 
publicly
 
disclosed
 
in
 
accordance
 
with
 
all
 
applicable
 
securities
 
laws
 
and
 
stock
exchange rules.
 
 
pyrex99d9p1i0
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