Code of ethics for the members of the board of directors of the Fondation Ronald Denis M.D

This code of ethics for the members of the Board of Directors of the FONDATION RONALD DENIS M.D (the “Foundation”) determines the duties and obligations of directors while exercising their functions. It aims to favor transparency within the board and ensures the directors are accountable for their actions when fulfilling their obligations and duties arising from the mission of the Foundation, the purposes of which are as follows:

• Continually improve access to care and support any innovative medical approach in diagnosis, screening, treatments, equipment, research, training, and prevention.
• To fulfill the above-mentioned purposes, solicit financial contributions from the public and apply for and maintain the status of a registered charitable organization within the meaning of the provisions of the applicable Tax laws, from time to time in force.

All directors are required, in the exercise or in the course of their duties, to respect the ethical principles listed in this Code.

2. Duties and responsibilities of the administrators

2.1 Ethical principles

Directors of the Foundation must:

• Act within the boundaries of their functions and the authority they are given.
• Act with integrity, honesty, independence, loyalty and in good faith in the exercise of their duties, in the best interests of the Foundation.
• Actively participate with a team spirit in the development and implementation of the general orientations of the Foundation.
• Share their knowledge and their experience favoring best practices in the administration of the Foundation and contribute to the achievement of its mission.

3. Conflict of interest

3.1 The directors must avoid putting themselves in a situation of actual or potential conflict between their personal interest and their duties as director of the Foundation.

3.2 The directors may not request, accept, or demand, in their own interest or that of others, any advantage likely to influence them in the exercise of their duties.

3.3 The directors cannot use for their own benefit or that of a third party the information obtained during their duties.

3.4 When directors notice that they are or might be perceived as being in a situation of conflict of interest related to a question submitted to deliberations of advice, they must divulge their interest to the board of directors. This declaration must be recorded in the minutes of the meeting.

In similar circumstances, the directors must avoid influencing a related decision. They must then withdraw themselves from that decision for the duration of these discussions. They cannot participate in deliberations and must abstain from voting on this question.

The Chairman of the Board of Directors has the power to determine a director’s right to vote or be present on a particular matter and has the power to intervene to prevent them to vote or force them to withdraw during the deliberations of the board of directors.

4. End of mandate of one director

4.1 The mandate of a director ends at the end of their term or following their resignation.

4.2 Directors must, after the end of their term, respect the confidentiality of all information, exchange, and discussion of which they had had knowledge while in their functions.

4.3 Directors who have ended their term cannot behave in a way that would unduly benefit themselves or any other parties due to their previous functions as an administrator. Their participation in the various programs offered by the Foundation is not deemed an undue advantage if it occurs at least one year after the end of their mandate.

5. Application of code

5.1 Within sixty (60) days of its adoption, directors accept to recognize and fulfill their responsibilities as described in this Code of Ethics.

5.2 Any complaint relating to the application of this Code must be filed in writing to the head office address of the Foundation. The Board of Directors, excluding the director targeted by the complaint, determines the commissioner who will be responsible for the file.

5.3 The Ethics Commissioner has notably, for function:

• To decide the admissibility of a complaint.
• To dismiss at any time or during the investigation any complaints proving frivolous.
• To investigate any situation or allegation of behavior likely to deviate from this Code.
• To meet the person having filed a complaint or any other person concerned by the circumstances surrounding the incident.
• To meet the director in question who can then transmit their observations verbally or in writing.
• To decide if there has been derogation to the Code, and if needed, make recommendations to the Board of Directors regarding applicable sanctions.

5.4 The Board of Directors meets behind closed doors and without the presence of the director in question to decide the sanction to be imposed.

5.5 Depending on the nature, gravity and persistence of the breach or misconduct, the sanctions that may be taken are, reprimand, suspension, or dismissal. The affected director is informed in writing of the sanction imposed on them and the reasons justifying it.

5.6 This Code of Ethics comes into force as soon as its adoption by the Board of Directors is concluded. The Code of Ethics must be reviewed at least every four (4) years.

Adopted by the Board of Directors, February 6, 2024.