CytoDyn, Inc. (the “Company”) is committed to the highest standards of business conduct in our relationships with each other, its customers, advertisers, suppliers, stockholders and others. This requires that the Company conducts its business in accordance with all applicable laws and regulations and in accordance with the highest standards of business conduct. This Code of Business Conduct and Ethics (“Code”) helps the Company and its employees in this endeavor by providing a statement of the fundamental principles and key policies and procedures that govern the conduct of the Company's business.
The Company accepts the responsibility to create an environment in which compliance with federal and state laws and timely reporting of concerns and/or violations becomes the responsibility of every employee. The Company will conduct its business honestly and ethically wherever it operates. It will constantly seek to improve the quality of its services, products and operations and will create a reputation for honesty, fairness, integrity, trust and sound business judgment. No illegal or unethical conduct on the part of the directors, officers, employees or affiliates will be condoned or is in the Company's best interest. The Company will not compromise principles for short-term advantage. The ethical performance of this Company is the sum of the ethics of the people who work here. Thus, we are all expected to adhere to high standards of personal integrity.
This Code, which has been approved by the Company's Board of Directors, applies to all directors, officers and employees of the Company.
Unethical actions, or even the appearance of unethical actions, are unacceptable under any conditions. The Company's policies and its reputation depend to a very large extent on the following considerations. Officers, directors and employees of the Company must never permit their personal interests to conflict, or even appear to conflict, with the interests of the Company, its clients or affiliates. Officers, directors and/or employees of the Company must be particularly careful to avoid representing the Company in any transaction with others with whom there is an outside business affiliation or relationship and shall avoid using their Company contacts to advance their private business or personal interests at the expense of the Company, its clients or affiliates.
Each employee must apply his/her own sense of personal ethics, which should extend beyond compliance with applicable laws in business situations, to govern behavior where no existing regulation provides a guideline.
In determining compliance with this Code in specific situations, ask yourself the following questions:
You should be able to answer "yes" to all these questions before taking any action.
Each employee is responsible for his or her own ethical behavior. Each supervisor is responsible for guiding the ethical behavior of his/her group. Implementation of provisions of this Code is one of the standards by which the performance of all levels of supervision will be measured.
A conflict of interest occurs when your private interests interfere, or even appear to interfere, with the interests of the Company. A conflict situation can arise when you take actions or have interests that make it difficult, or even appear to make it difficult, for you to perform your Company work objectively and effectively. Your obligation to conduct the Company's business in an honest and ethical manner includes the ethical handling of actual, apparent and potential conflicts of interest between personal and business relationships. This includes full disclosure of any actual, apparent or potential conflicts of interest as set forth below.
Although we cannot list every conceivable conflict, what follows are some common examples of actual, apparent and potential conflicts of interest:
You must disclose any situation that would reasonably be expected to give rise to a conflict of interest. If you suspect that you have a conflict of interest, or something that others could reasonably perceive as a conflict of interest, it is your responsibility to notify your supervisor or the President of the Company so that it can be determined whether you have a conflict of interest and, if so, how best to address it.
Employees and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises. If you learn of a business or investment opportunity through the use of corporate property or information or your position at the Company, such as from a competitor or actual or potential customer, supplier, or business associate of the Company, you may not participate in the opportunity or make the investment without the prior written approval of the President.
Officers, directors and specified employees of the Company may not purchase or sell securities of any type at any time when they are in possession of material nonpublic information relating to the security or the company to which the security pertains, whether the issuer of such security is the Company or any other company. Officers, directors and specified employees may only trade securities of the Company during certain “window periods” and, even during such window periods, should not purchase or sell securities of the Company if they are then aware of inside information about the Company. Officers, directors and specified employees of the Company are also prohibited from “tipping” or furnishing inside information to others. These restrictions also apply to members of their immediate families (including parents, spouses, children, siblings or any other family members living in the same household) and entities within their control. For more information, please refer to the Company's Insider Trading Policy, which has been distributed to each employee and is available upon request.
The Company is in business to serve its clients. On occasions, an employee may be offered tips or other gratuities for services performed as part of the job. Whenever gifts or gratuities are offered in appreciation of service, they should be graciously declined. At holiday time, employees may accept token gifts or advertising material.
Employees may not under any circumstances accept gifts in the nature of payoffs, bribes or kickbacks of any type from customers, clients, or potential customers or clients. Violation of this rule will subject the employee to immediate discharge.
Employees are expected to exercise care in use of Company property and to use such property only for authorized purposes. Unauthorized personal use or removal of Company property from the premises is prohibited. Company property issued to an employee must be returned as requested or at the time of resignation or termination. The value of property issued and not returned may be deducted from an employee's paycheck or billed to the employee.
It is Company policy to make full, fair, accurate, timely and understandable disclosure in compliance with all applicable laws and regulations in all reports and documents that the Company files with, or submits to, the Securities and Exchange Commission and in all other public communications made by the Company.
You must complete all Company documents accurately, truthfully, and in a timely manner, including all timesheets, travel and expense reports. When applicable, you are responsible for ensuring that documents are properly authorized. You must record the Company's financial activities in compliance with all applicable laws and accounting practices, and fully reflect all Company transactions, as appropriate. In addition, the Company requires that you comply with all internal procedures established by the Company at all times. Making false, artificial or misleading entries, records or documentation is strictly prohibited. No undisclosed or unrecorded bank account, fund or asset may be established or maintained. You must never create a false or misleading report or request or make a payment or establish an account on behalf of the Company with the understanding that any part of the payment or account is to be used for a purpose other than as described by the supporting documents. You must never sign another's name or sign on behalf of anyone other than yourself, unless authorized to do so and only by properly indicating that you are signing on behalf of someone other than yourself. Violation of this policy will subject an employee to disciplinary action, up to and including termination.
You are expected to provide truthful, accurate and complete information, upon request, to the Company's attorneys, auditors and accountants (both internal and external). You must never make, or cause to be made, any false or misleading statement in connection with any examination or audit of the Company's books and records.
In the course of its business, the Company produces and receives large numbers of records. Numerous laws require the retention of certain Company records for various periods of time. The Company is committed to compliance with all applicable laws and regulations relating to the preservation of records. The Company's policy is to identify, maintain, safeguard and destroy or retain all records in the Company's possession on a systematic and regular basis. Under no circumstances are Company records to be destroyed selectively or to be maintained outside Company premises (other than Company designated storage facilities), except in those instances where Company records may be temporarily brought home by employees working from home in accordance with approvals from their supervisors or applicable policies about working from home or other remote locations.
If you learn of a subpoena, pending or contemplated litigation, or government investigation, you should immediately contact the Chief Executive Officer or Chief Financial Officer. You must retain and preserve ALL records that may be responsive to the subpoena or relevant to the litigation or that may pertain to the investigation until you are advised by your supervisor as to how to proceed. You must also affirmatively preserve from destruction all relevant records that, without intervention, would automatically be destroyed or erased (such as e-mails and voicemail messages). Destruction of such records, even if inadvertent, could seriously prejudice the Company. If you have any questions regarding whether a particular record pertains to a pending or contemplated investigation or litigation or may be responsive to a subpoena or regarding how to preserve particular types of records, you should preserve the records in question and ask your supervisor for advice.
Confidential information includes all non-public information that might be of use to competitors, or harmful to the Corporation, if disclosed, and any other confidential information or trade secrets. Company, customer, and vendor information is considered to be confidential and must be treated as such by employees of the Company. Employees should not discuss any business information with people outside the Company. Specifically, employees may not make public statements to the press or other news media that in any way involve the Company, its customers, vendors, and/or employees without the explicit consent of the Company's President or Chief Financial Officer.
Your obligation to treat information as confidential does not end when you leave the Company. Upon the termination of your employment, you must return everything that belongs to the Company, including all documents and other materials containing confidential information. You must not disclose confidential information to a new employer or to others after ceasing to be a Company employee.
It is the goal of the Company to promote a workplace that is free of harassment and discrimination of any kind. In furtherance of this commitment, the Company strictly prohibits all forms of unlawful harassment, which includes harassment on the basis of race, color, sex, national origin, religion, age, mental or physical disability or any other characteristic protected by applicable federal, state and local laws.
The Company's policy against harassment applies to all employees of the Company, including supervisors and managers. The Company prohibits managers, supervisors and employees from harassing co-workers as well as the Company's customers, vendors, suppliers, independent contractors and others doing business with the Company. In addition, the Company prohibits its customers, vendors, suppliers, independent contractors and others doing business with the Company from harassing our employees. Violation of this policy will subject an employee to disciplinary action, up to and including termination.
Furthermore, any retaliation against an individual who has shared concerns, observations or complaints about harassment, or retaliation against individuals for conducting or cooperating with an investigation of a harassment complaint, is similarly unlawful and will not be tolerated. To achieve our goal of providing a workplace free of harassment, including sexual harassment, the conduct that is described in this policy will not be tolerated.
Each employee, officer and director is expected to deal fairly with the Company's customers, suppliers, competitors, and employees. No one should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice.
It is the Company's policy to comply with all applicable local, national and international laws, rules and regulations. Violations of these laws can be extremely costly to the Company and subject the Company or the employee, officer or director to criminal or civil penalties. You are required to familiarize yourself with all of the laws and regulations that apply in the areas of your responsibilities. Certain laws demand the special attention of all employees, officers and directors, including environmental, health and safety laws, securities laws, employment laws, antitrust laws, and software licensing and copyright laws.
The various branches and levels of government have different laws restricting gifts, including meals, entertainment, transportation and lodging, which may be provided to government officials and government employees. You are prohibited from providing gifts, meals or anything of value to government officials or employees or members of their families without prior written approval from your supervisor.
Company policy, the U.S. Foreign Corrupt Practices Act (the “FCPA”), and the laws of many other countries prohibit the Company and its officers, employees and agents from giving or offering to give money or anything of value to a foreign official, a foreign political party, a party official or a candidate for political office in order to influence official acts or decisions of that person or entity, to obtain or retain business, or to secure any improper advantage. A foreign official is an officer or employee of a government or any department, agency, or instrumentality thereof, or of certain international agencies, such as the World Bank or the United Nations, or any person acting in an official capacity on behalf of one of those entities. Officials of government-owned corporations are considered to be foreign officials.
Payments need not be in cash to be illegal. The FCPA prohibits giving or offering to give “anything of value.” Over the years, many non-cash items have been the basis of bribery prosecutions, including travel expenses, golf outings, automobiles, and loans with favorable interest rates or repayment terms. Indirect payments made through agents, contractors, or other third parties are also prohibited. Employees may not avoid liability by “turning a blind eye” when circumstances indicate a potential violation of the FCPA.
The FCPA does allow for certain permissible payments to foreign officials. Specifically, the law permits “facilitating” payments, which are payments of small value to effect routine government actions such as obtaining permits, licenses, visas, mail, utilities hook-ups and the like. However, determining what is a permissible “facilitating” payment involves difficult legal judgments. Therefore, employees must obtain permission from the General Counsel before making any payment or gift thought to be exempt from the FCPA.
This Code cannot provide definitive answers to all questions. If you have questions regarding any of the policies discussed in this Code or if you are in doubt about the best course of action in a particular situation, you should seek guidance from your supervisor, manager, Human Resources or the other resources identified in this Code.
Our goal is to prevent, stop and discipline those who engage in illegal, dishonest, fraudulent, unethical or otherwise injurious-to-the Company behavior. Officers, directors and employees are obligated to disclose such behavior and/or violations of Company policies and procedures. Reporting may be directed to any individual listed below (together the “Ethics Review Team”). The following contacts and phone numbers with extensions are available to you. If you wish to be anonymous, the “compliance hotline” contact information is detailed below. To the extent feasible and allowable by law, reporting will be kept confidential and shared on a need-to-know basis.
813-382-4004kvanness@cytodyn.com
813-527-6969alibby@cytodyn.com
You may also contact the Ethics Review Team at 813 382 4004 or by regular US Mail by sending confidential correspondence to:
Subject to applicable law and agreements, violation of this Code may result in disciplinary action up to and including termination.
The Company will waive application of the policies set forth in this Code only where circumstances warrant granting a waiver. Waivers of the Code for directors and executive officers may be made only by the Board of Directors as a whole or the Audit Committee of the Board of Directors and must be promptly disclosed as required by law or regulation. Any waiver given shall not constitute a waiver for future purposes or bind the Company to give any such waiver in the future.
This Code is a statement of the fundamental principles and key policies and procedures that govern the conduct of the Company's business. It is not intended to and does not create any obligations to or rights in any employee, director, client, supplier, competitor, stockholder or any other person or entity.
