CytoDyn Inc. (the "Company") is committed to conducting our business in accordance with applicable laws, rules and regulations and the highest standards of business ethics, and to full and accurate financial disclosure in compliance with applicable law. To further that commitment and to try and help to ensure full, fair, accurate, timely and understandable disclosure in all reports and documents that the Company files with, or submits to, the Securities and Exchange Commission and in other public communications made by the Company, the Company has adopted this Code of Ethics (the �Code�) for the Company's principal executive officer, principal financial officer, principal accounting officer, principal operating officer, treasurer and controller (or persons performing similar functions) (each a �Senior Officer � and collectively, �Senior Officers�). The Senior Officers are expected to adhere to the Code in their professional conduct.
As a Senior Officer, in addition to complying with applicable law, you also must engage in and promote honest and ethical conduct and abide by the Code of Business Conduct and Ethics and other Company policies and procedures that govern the conduct of our business. Your leadership responsibilities include creating a culture of high ethical standards and commitment to compliance, maintaining a work environment that encourages employees to raise concerns, and promptly addressing employee compliance concerns.
In their professional conduct, the Senior Officers must:
1. Conduct themselves honestly and ethically and ethically handle all actual or apparent conflicts of interests between his or her personal and professional relationships. A potential conflict of interest is deemed to have occurred whenever the Senior Officer or a member of his/her immediate family or household has received personal financial or other benefit as the result of a contractual or business relationship of the Company. Reasonable and customary business entertainment activities shall not be considered a conflict under this Code. 2. Comply with any conflict of interest policies and guidelines set forth in any other code of ethics or similar code adopted by the Company. 3. Report potential or apparent conflicts of interest involving Senior Officers to the Audit Committee of the Company's Board of Directors, who will review the transaction or relationship and determine how the situation should be resolved. 4. Comply with all applicable laws, statutes, rules and regulations.
1. Conduct themselves honestly and ethically and ethically handle all actual or apparent conflicts of interests between his or her personal and professional relationships. A potential conflict of interest is deemed to have occurred whenever the Senior Officer or a member of his/her immediate family or household has received personal financial or other benefit as the result of a contractual or business relationship of the Company. Reasonable and customary business entertainment activities shall not be considered a conflict under this Code.
2. Comply with any conflict of interest policies and guidelines set forth in any other code of ethics or similar code adopted by the Company.
3. Report potential or apparent conflicts of interest involving Senior Officers to the Audit Committee of the Company's Board of Directors, who will review the transaction or relationship and determine how the situation should be resolved.
4. Comply with all applicable laws, statutes, rules and regulations.
Your obligation to conduct the Company's business in an honest and ethical manner includes the ethical handling of actual or apparent conflicts of interest between personal and professional relationships. No Senior Officer shall make any investment, accept any position or benefits, participate in any transaction or business arrangement or otherwise act in a manner that creates or appears to create a conflict of interest unless the Senior Officer makes full disclosure of all facts and circumstances to, and obtains the prior written approval of the Audit Committee.
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. As a Senior Officer, you are required to promote compliance with this policy by all employees and to abide by Company standards, policies and procedures designed to promote compliance with this policy.
If you know of or suspect a violation of applicable laws, rules or regulations or this Code, you must immediately report that information to any member of the Audit Committee. No one will be subject to retaliation because of a good faith report of a suspected violation.
Violations of this Code may result in disciplinary action by the Company, up to and including discharge, and other legal consequences. The Audit Committee is responsible for the enforcement of this Code and will take such actions in enforcing this Code as it determines are reasonably designed to deter wrongdoing and to promote adherence with the standards of this Code.
If you would like to seek a waiver of this Code, you must make full disclosure of your particular circumstances to the Audit Committee. Amendments to and waivers of this Code will be made only under exceptional circumstances and will be publicly disclosed as required by applicable law and regulations.
This Code is a statement of certain fundamental principles, policies and procedures that govern the Company's Senior Officers in the conduct of the Company's business. It is not intended to and does not create any rights in any employee, customer, tenant, landlord, supplier, competitor, stockholder or any other person or entity.
