Code of Ethics for Senior Financial Officers
Statement of Principle
Nymox is committed to maintaining the highest standard of moral and ethical behavior in
its relationships with its stockholders, customers, suppliers, and partners and with the
communities in which it conducts business. All employees, officers and directors are
expected to conduct themselves professionally and in a manner that will enhance the
reputation of the Company and its business and avoid even the appearance of improper
personal or business conduct.
This Code of Ethics for Senior Financial Officers, applies to the Company's chief
executive officer (CEO) and the chief financial officer (CFO) as well as other senior
officers of the Company and its subsidiaries who perform similar functions, and includes
officers acting as a head of a subsidiary or an affiliate or in the capacity as
comptroller or head of accounting (“Senior Financial Officers”). This Code of
Ethics for Senior Financial Officers supplements the Company's Code of Business Conduct,
which sets forth fundamental principles and key policies and procedures that govern the
conduct of all of the members of the Board of Directors, officers and employees of our
Company. Senior Financial Officers are bound by the requirements and guidelines set forth
in the Code of Business Conduct, this Code of Ethics for Senior Financial Officers and
other policies and procedures provided by the Company to its employees. For questions
about the provisions of this Code of Ethics for Senior Financial Officers, apparent
conflicts between this Code of Ethics for Senior Financial Officers and applicable law, or
your conduct or the conduct of others in a particular circumstance, the “Compliance
Procedures” at the end of this Code of Ethics for Senior Financial Officers should be
followed. Senior Financial Officers are expected to comply with this Code of Ethics for
Senior Financial Officers, except in cases where an applicable law conflicts with the Code
of Ethics for Senior Financial Officers. The provisions of this Code of Ethics for Senior
Financial Officers will be vigorously enforced and violators will be subject to
disciplinary action, up to and including termination of employment.
Honest and Ethical Conduct
1. Compliance with Laws, Rules and Regulations
Senior Financial Officers are expected to carry out their responsibilities in
compliance with all applicable laws, rules and regulations and in accordance with the
highest standards of business ethics. Senior Financial Officers are expected to remain
informed on laws and regulations applicable to their responsibilities and to ensure that
those reporting to them are also informed. Advice in this regard should be sought from the
Company's General Counsel and other sources whenever appropriate.
2. Full and Fair Disclosure
Senior Financial Officers are expected to provide and to promote the disclosure of
full, fair, accurate, timely and understandable Company information in compliance with all
applicable laws, rules and regulations in all reports and documents that the Company files
with, or submits to, the Securities and Exchange Commission, the NASDAQ Market, and other
federal, state and provincial government or market regulatory bodies and in all other
public communications made by the Company. In furtherance of the foregoing, Senior
Financial Officers are responsible for ensuring that the Company's books and records are
maintained in accordance with applicable accounting policies, laws, rules and regulations;
and establishing and maintaining internal controls and procedures and disclosure controls
and procedures designed to assure that financial information is recorded, processed and
transmitted to those responsible for preparing periodic reports and other public
communications containing financial information so that they are complete, accurate and
timely. No Senior Financial Officer shall take any action to unlawfully influence, coerce,
manipulate or mislead the Company's independent auditors for the purpose of rendering the
Company's audited financial statements materially misleading.
3. Conflicts of Interest
Senior Financial Officers are expected to avoid conflicts of interest situations. A
conflict of interest occurs when an individual's private interests interfere, or appear to
interfere or conflict, in any way, with the interests of the Company, such as when the
individual receives improper personal benefits as a result of his or her position with the
company, or when the individual has other duties, responsibilities or obligations that run
counter to his or her duty to the company. In addition to the conflicts of interest listed
in the Code of Business Conduct, Senior Financial Officers must avoid the following
actions that may give rise to a conflict of interest or the appearance of a conflict of
interest:
- accepting any benefits from the Company that have not been duly
authorized and approved pursuant to Company policy and procedure;
- participating in
a joint venture, partnership or other business arrangement with the Company or any of its
affiliates, without the prior written approval of the Board; and
- accepting,
directly or indirectly, money or benefits of any kind from a third party as compensation
or payment for any advice or services provided to a client, supplier or anyone else in
connection with its business with the Company.
Senior Financial Officers must disclose to the Board or General Counsel whenever a
spouse or significant other, children, parents, or in-laws, or anyone else with whom the
senior financial officer has a familial relationship, is an employee, officer, director,
principal or major shareholder of competitor, customer or supplier of the Company
(“Business Partner”). The Company will assess the extent of any conflict or
appearance of conflict and how that issue may be resolved. The Company will refer the
situation to the Audit Committee of the Board for review and approval, if appropriate.
Senior Financial Officers must carefully guard against inadvertently disclosing the
Company's confidential information to any Business Partner or being involved in decisions
on behalf of the Company concerning any such Business Partner.
Senior Financial Officers must disclose on an ongoing basis any existing, proposed or
potential related party transactions between the Company and themselves or a Business
Partner (or an enterprise controlled by either of them) to the Company for review for
potential conflict of interest situations and referral to the Audit Committee if so
required. All such transactions meeting the test of “related party transaction”
under the applicable SEC, NASDAQ or other securities law rules must be reviewed and
approved by the Audit Committee of the Board.
It is not possible to list all situations in which a conflict of interest may exist or
may appear to exist. The Company relies on the integrity and good judgment of Senior
Financial Officers in these matters. If questions arise, Senior Financial Officers should
consult with General Counsel. Any Senior Financial Officer who becomes aware of a conflict
or potential conflict must bring it to the attention of the General Counsel or the Board.
4. Corporate Opportunities
A Senior Financial Officer violates his or her duty of loyalty to the Company if he or
she personally profits from a business opportunity that rightfully belongs to the Company.
Senior Financial Officers are prohibited from taking for themselves personally
opportunities that are discovered through the use of corporate property, information or
position without the prior written consent of the Company and approval of the Board.
Senior Financial Officers may not use corporate property, information, or position for
improper personal gain, and may not compete with the Company. In addition, Senior
Financial Officers owe a duty to the Company to advance the Company's legitimate interests
when the opportunity to do so arises.
5. Confidentiality
Senior Financial Officers must maintain the confidentiality of non-public proprietary
information entrusted to them by the Company or its customers or other parties with whom
we do business, except when disclosure is authorized or legally required. The Company's
General Counsel or outside counsel can advise when disclosure is so authorized or
required. This principle applies to all communications, whether oral, written or
electronic. Examples of proprietary information are set forth in the Code of Business
Conduct. In addition, all Senior Financial Officers are expected to fully understand and
comply with the Company's policies on the protection of proprietary information as set out
in the Code of Business Conduct. It is important to remember that all employees, as a
condition to employment, signed an agreement to maintain the confidentiality of the
Company's proprietary information and to use such information only in the course of
employment. These obligations continue even after an employee leaves the Company.
6. Insider Trading
Senior Financial Officers who have access to material non-public information regarding
the Company or any other entity are not permitted to use or share that information for
purposes of trading securities of the Company or such other entity or for any other
purpose except for the conduct of our business. All material non-public information should
be considered confidential information. Senior Financial Officers must read and comply
with the Company's procedures and policies for trading in Company stock. In addition, all
Senior Financial Officers must report all their trades and holdings in Company stock to
the CFO and provide appropriate authorization for the reporting of such trades or holdings
to the appropriate regulatory authority on a timely basis.
7. Fair Dealing
Senior Financial Officers are expected to respect and protect any confidential or
proprietary information shared by customers, suppliers or others. No Senior Financial
Officer acting on behalf of the Company should take unfair advantage of others through
dishonest, unethical or illegal practices, including false or misleading statements.
8. Protection and Proper Use of Company Assets
All Senior Financial Officers should protect the Company's assets, including its
proprietary information, to ensure their efficient use. Theft, carelessness and waste have
a direct impact on the Company's profitability. All Company assets (including Company
equipment) should be used only for legitimate business purposes. Any suspected incident of
misuse of Company assets, fraud or theft should be immediately reported for investigation.
9. Loans, Expenses and Disbursements
Any proposed loans to a Senior Financial Officer must be vetted by the Audit Committee
of the Board for compliance with legal requirements and corporate policy and approval. Any
reimbursement of expenses or disbursements to a Senior Financial Officer or his or her
family member must be pre-approved by the CFO. A Senior Financial Officer with signing
authority over any of the accounts of the Company must get pre-approval from the CFO of
any significant disbursement of funds from that account.
10. Encouraging the Reporting of any Illegal or Unethical Behavior
Senior Financial Officers are expected to promote ethical behavior and create a culture
of compliance with all applicable laws, rules and regulations. Senior Financial Officers
should promote an environment in which the Company:
- encourages employees to communicate openly with supervisors, managers and other
appropriate personnel when in doubt about the best course of action in a particular
situation;
- encourages employees to report violations of laws, rules and regulations to appropriate
personnel; and
- informs employees that the Company will not allow retaliation for reports made in good
faith.
Compliance Procedures
1. Oversight
All employees, officers and directors must work to ensure compliance with this Code of
Ethics for Senior Financial Officers and prompt and consistent action against violations.
This Code of Ethics for Senior Financial Officers sets forth certain general guidelines,
and does not address every specific situation that may arise. General Counsel can provide
guidance on interpreting and applying this Code of Ethics for Senior Financial Officers as
well as the Code of Business Conduct when questions arise.
2. Reports of Noncompliance
Senior Financial Officers must report suspected instances of violations of this Code of
Ethics for Senior Financial Officers to the CEO, CFO or General Counsel, where
appropriate. Reports of serious violations of law, rules or regulations involving the
accounting or financial reporting of the Company, the trading in the Company's stock or
the safety of the Company's products shall be made in writing and may be made anonymously,
if necessary. If Senior Financial Officers are uncomfortable discussing these matters with
the above-mentioned persons, they may report directly to any member of the Audit Committee
of the Board.
Complaints regarding the Company's accounting, internal accounting controls or auditing
matters, including any questions concerning their integrity, accuracy, reliability and
honesty are governed by the Company's policies and procedures about handling complaints as
established by the Audit Committee of the Board.
The Company will not allow retaliation for reports of misconduct made in good faith by
Senior Financial Officers. In addition, Senior Financial Officers are free to speak to the
General Counsel about questions arising from the provisions of this Code of Ethics for
Senior Financial Officers, apparent conflicts between this Code of Ethics for Senior
Financial Officers and applicable law, or if in doubt about the best course of action to
take in a particular situation.
3. Accountability
All reported violations of this Code of Ethics for Senior Financial Officers will be
promptly investigated and dealt with. All such reports shall be treated confidentially to
the fullest extent possible. Senior Financial Officers are expected to cooperate fully in
any internal investigations of misconduct. Every reasonable effort will be made to prevent
the occurrence of conduct not in compliance with this Code of Ethics for Senior Financial
Officers and to halt and remediate any such conduct that may occur as soon as reasonably
possible after its discovery.
Senior Financial Officers who violate this Code of Ethics for Senior Financial
Officers, the Code of Business Conduct and/or other Company policies and procedures will
be subject to disciplinary actions, up to and including termination of employment. In
special cases, the Company may be obligated to refer violations of this Code of Ethics for
Senior Financial Officers to appropriate law enforcement officials. Senior Financial
Officers are expected to cooperate fully in any governmental investigation.
In addition, disciplinary measures, up to and including termination of employment, will
be taken against any Senior Financial Officer who directs or approves infractions or
violations of this Code of Ethics for Senior Financial Officers, the Code of Business
Conduct or other Company policies or procedures or has knowledge of them and does not
promptly report and correct them in accordance with this Code of Ethics for Senior
Financial Officers, the Code of Business Conduct or other applicable Company policies.
4. Amendments to and Waivers to the Code of Ethics for Senior Financial Officers
Only the Audit Committee of the Board of Directors shall have the authority to grant or
approve any waiver or substantive amendment of this Code of Ethics for Senior Financial
Officers. Waivers shall be granted only when truly necessary and warranted, and be subject
to limitations and qualifications designed as to protect the Company to the greatest
extent possible. Any such waiver along with the reasons for the waiver and any such
amendment to this Code of Ethics for Senior Financial Officers shall be disclosed promptly
to the shareholders and the public, as required by law or regulation.
