CODE OF CONDUCT

A message from Michel Nadeau, P.Eng., Founding President and CEO

To all CareSimple employees, customers, partners, suppliers, distributors, and any other person or organization we work with.

The work that we do matters. That is both a blessing and a responsibility. As engineers, payers, providers, and patients, we are every day contributing to the modernization of healthcare, to its shift from brick-and-mortar towards a not-too-distant future where medicine and telemedicine will be one.

Virtual Care opens an infinite number of business opportunities, which we can proudly pursue if we do so while keeping our mind and our hearts on the positive impact we can have for the greater good: better, more affordable, and universally accessible healthcare.

For CareSimple to both succeed as a business and improve our society, we all need to act not only by the highest professional standards but also by the greatest human standards. It isn’t possible to improve healthcare for all if we’re not the best persons we can be. Our Code of Conduct is what we are and what we’ll continue to be as we grow and evolve. Even though it won’t address every situation you might face, it serves as an important framework. I encourage you to read it carefully and believe in your inner good to apply it in your professional and personal lives and speak up if you feel or see anything that is not in line with it.

Michel Nadeau, P.Eng.
President, CEO, Founder

1. Introduction

1.1 Vision

Digital care and connectivity for every patient.

1.2 Mission

Our mission is to help healthcare providers expand their care services beyond brick-and-mortar, enabling hospitals and physician groups to remotely engage any patient. Our remote patient monitoring for post-episodic to chronic condition care can help patients live better, healthier and autonomous lives from the comfort and privacy of their homes.

1.3 Values

We first value respect, integrity and honesty in everything we do, at work and in life in general. We value the human spirit, intelligence and creativity, regardless of its ethnicity, gender identity, or religious beliefs. With these values deep rooted, we act as collaborative partners with our customers, cohorts and suppliers. We seek open, candid, direct relationships where listening to others is as important as expressing ourselves. We strongly believe in fair agreements where all parties gain from the collaboration and the resulting value is greater than the sum of the parts. We thrive to be responsible and accountable, earning our customer’s trust one week, one month and one year at a time. We trust and assume goodness in intentions. We seek to understand important knowledge and we value the importance of understanding the limits of our knowledge. We are continuous learners, always aiming to better understand in order to better help, support and service.

2. The Road to integrity

2.1 Why do we need a Code of conduct?

The Code of Conduct (the “Code”) is approved by the Board of Directors of the CareSimple (“CareSimple” or the “Group”). The Code applies to CareSimple and its subsidiaries and applies to all members of CareSimple worldwide.

As a member of CareSimple, the communities in which we do business are all affected by our actions and benefit when we do the right thing. Without guiding principles, it is not easy to always know how to identify the right path to take or, when it is identified, to follow it. That is why we need guiding principles.

Our Code describes its principles and is one of the means that enables CareSimple to develop an environment embodying the highest ethical standards in the conduct of business. Our Code establishes the foundations of the Group’s corporate governance and includes a critical framework of principles, practices and procedures that combine our corporate experience, up-to-date research on applicable laws and legal requirements and a continued willingness to adopt industry best practices.

The Code aims to ensure that all members of the Group act with the highest level of integrity, comply with applicable laws and build a better future for CareSimple and the communities in which we operate.

Faced with the inability to define all of the ethical and legal dilemmas you may face; the Code provides guidance that is meant to keep you on the right path and alert you when further guidance may be needed. Practices or Procedures are intended to help each of us to know what is expected of us as Group members to make sure we act knowingly and with integrity.

2.2 Who is governed by the code of conduct?

The Code applies to all board members and officers of CareSimple, as well as to full-time and part-time employees of the Group. The Code also applies to all temporary, contractual and to all other individuals and companies that act on behalf of CareSimple, wherever they are located in the world. We refer to this group collectively as our “workforce.”

CareSimple conducts business in many countries with varying legal requirements. Some of our members may be governed by additional policies. While we recognize the diversity and complexity of the rules that apply to the conduct of our workforce, we do not expect the Code to conflict with the expectations inherent in those rules. However, any questions regarding a potential conflict can be directed to one of the individuals or one of the many resources available (Code section: Where can I find additional resources and support?).

CareSimple strives to require that the companies in which it holds a stake adopt codes of conduct whose principles are inspired by or, in any case, are not inconsistent with those contained in this Code. The Group makes the best efforts to ensure that the Code is considered as an example of best practice of business and respected by third parties with whom it maintains commercial relationships of a lasting nature, such as consultants, subcontractors and other service providers. In addition, although the Code has been written specifically for CareSimple members and employees, we expect all third parties with whom we do business to comply with the Code. To this end, applicable provisions of this Code are included in third party contracts. Non-compliance with the Code by a third party may result in the immediate termination of their contract with CareSimple.

2.3 What are my responsibilities?

Whenever and wherever you work on behalf of CareSimple or interacting with others in the CareSimple community, you must abide by the code. All members must be aware that they represent CareSimple with their behavior, even outside working hours if their activity involves representing or may appear to represent CareSimple. Your conduct affects both the external reputation of CareSimple and its internal culture.

We seek to create an environment that promotes values, adheres to and rewards ethical conduct as practiced by all members of the Group resulting in a cooperative working environment in which the dignity of each individual is respected. We expect that you will always adhere and comply with all aspects of the Code, as well as applicable laws and regulations. All Group members are expected to treat others as they expect to be treated, including customers and other external parties doing business with CareSimple.

You are expected not only to know and follow the Code, but you are also strongly encouraged to uphold the Code by promptly reporting activities that are not in accordance with the letter or spirit of the Code, whether the conduct in question involves or not a violation of the law. You should also take swift and decisive action to remedy Code violations, ask questions and seek advice. If you feel that your concerns are not being properly resolved or addressed, in a timely manner, continue to insist and, if necessary, use one of the other channels to report the issue.

All members of CareSimple and other persons providing services to the Group are responsible for maintaining CareSimple’s property and records in accordance with applicable principle, practice or procedure. All members of the Group and other CareSimple service providers are required to cooperate with inquiries by providing accurate, timely and factual information. We hope that in such a situation you will always be transparent and honest.

You may be asked periodically to certify your understanding and compliance with the Code or any specific principle, practice or procedure. If required, such certification is mandatory.

2.4 What are the elements of the road to integrity?

CareSimple’s integrity system includes three principal elements:

Principles
Principles are overarching statements that reflect CareSimple’s commitment to important values in business and personal conduct.

Practices
Practices provide the specific conduct required of all of us to achieve our guiding principles. They serve as a roadmap, a way to navigate complexity and deliver desired results; they are the basic rules that must guide our daily behaviors. Such practices are an integral part of the Code.

Procedures
Where more detailed information is appropriate, procedures further articulate our specific operational approach to achieving compliance. Procedures may have specific application limited to certain geographical regions and/or businesses as appropriate.

The nature of some of CareSimple’s objectives may require more specific standards of conduct than those set forth in this Code. In those cases, additional standards for certain regions, companies or individual operations may be developed in specific procedures or other documents and materials. The Code requires that you also follow these additional standards applicable to your region, business or individual operation. However, compliance with all elements of the Code is obligatory for all members of the Group.

To ensure compliance with the Code, CareSimple’s internal audit function will examine compliance with the Code in its inspections and will include them in its audit criteria, along with any additional standards applicable to the scope of the activities being audited. Reports are presented to the Chairman, the Board of Directors and the Audit Committee of CareSimple, if applicable.

To support compliance with the Code, CareSimple conducts a variety of forms of
periodic training to ensure the workforce is well informed of the Code requirements.

2.5 How does the code of conduct fit with laws and regulations?

One of the key imperatives of the Code is the conduct of all CareSimple activities in full compliance with applicable laws and regulations. The applicable legal framework reflects the expectations of the communities in which we operate. In addition, non-compliance with laws or regulations may have a financial impact and / or could seriously damage the reputation of the Group. Non-compliance can also have serious potential repercussions for those involved even criminal ones. For these reasons, our principles, practices, and procedures place great emphasis on how to comply with the laws that govern our business. The Code is an essential element of the Group’s ethics and compliance program for assuring effective prevention and detection of violations of law and regulations applicable to its activities.

Of course, our activities and operations are subject to the laws of many different countries, and we each have an affirmative obligation to comply with the laws of the region where we do our work. If the Code and local law are consistent with each other, you are expected to comply with both. However, where the laws and regulations of a particular jurisdiction are more lenient than those contained in this Code, the Code shall prevail.

If you are unsure of your obligations, or if you believe that you cannot comply with local law without violating the Code, or vice versa, you must take immediate action to clarify your obligations, by contacting any individuals or one of the many resources available (Code section: Where can I find additional resources and support?).

2.6 Which behavior / conduct may be subject to discipline?

We expect the best from each of our members, especially when it comes to empowering themselves and others. Individuals who violate the Code, applicable laws or regulations, or who behave outside the spirit of the Code are subject to consequences which may include potential termination of service, dismissal and even legal action. Any violation of the Code will be reviewed in a fair and equitable manner by the appropriate department(s), professional(s) and applicable disciplinary action will be taken.

Examples of conduct that may result in disciplinary action include, but are not limited to, the following:

– Any violation of an applicable law or of the Code, directly or indirectly;
– Any form of help or encouragement of others to violate an applicable law or the Code;
– Providing false and / or misleading information to the Group or by intentionally withholding relevant information at any time, including during an investigation;
– Failing to manage or adequately supervise any member of CareSimple;
– Failing to take action in the event of a known or suspected violation of applicable law or the Code;
– Deliberately ignoring information which would allow you to become aware of known or suspected violations of applicable law or the Code;
– Any failure to comply or cooperate with internal audit investigative efforts, with human resources or compliance departments or other responsible department related to a concern about unlawful or contrary conduct ethics;
– All forms of retaliation or victimization against another person who has reported a problem of illegal or unethical conduct;
– Intentionally making false accusations of illegal or unethical conduct.

Any exception to what is prescribed by the Code, including partial exceptions and exceptions limited in time and nature, can only be authorized for serious and justified reasons. Any deviation from this Code must be approved in advance by the Board of Directors or by an authorized committee of CareSimple’s board of directors. We cannot predict in advance the circumstances under which such waivers might be granted.

2.7 How should I evaluate my conduct and that of others?

Given the complexity and hectic pace of today’s working world, there is always a possibility that you may encounter situations that seem unethical. Knowledge and understanding of the Code is therefore essential, as it can help guide your actions when faced with such situations.

Although the Code contains an overview of important behaviors and examples, you may be faced with a particular situation in which you feel the guidelines in the Code are not sufficiently clear or applicable.

To help you determine required actions, ask yourself the following questions:

– Is this activity legal?
– What are the potential consequences to my actions?
– Is the activity or the conduct consistent with the letter and the spirit of the Code?
– Is this making me uncomfortable?
– Could this seem inappropriate?
– How would I feel if I didn’t do anything at all?
– Is my manager aware of and approving?

Ethics violations are sometimes less obvious than one might expect, it may not be clear how the Code applies to a particular or unusual situation. For specific advice on how to apply the Code, you should refer to one or the other individual or one of the many resources available (Code section: Where can I find additional resources and support?).

2.8 What are the responsibilities of managers?

A “Manager” means any person responsible for leading, managing or supervising a member of CareSimple. In addition to the above responsibilities, a manager has a special role to play in establishing the trust, culture and working environment of his team. We believe that our success depends on the ability of each manager to establish a relationship of trust with all members of the Group and that the quality of this relationship is directly linked to the manager’s way of making decisions, responding to concerns and managing the various news; good or bad.

We believe that every manager must:

Set the bar high and lead by example
As a manager, we expect you to exhibit exemplary ethical behavior with your team members at all times and to consistently uphold ethical standards and place integrity at all times above needs or commercial results. We also expect you to help your team understand and adhere to the spirit of the Code, ensuring that each member has the time and can pass the required training. Your inability to supervise adequately may also constitute a violation of the Code. In certain circumstances, a manager’s failure to adequately assume his responsibilities may constitute a violation of the Code and subject a manager to disciplinary action, up to and including termination of employment and legal action.

Create a safe work environment and promote courteous and respectful exchanges
We expect all CareSimple managers to provide an environment where people feel comfortable and supported to discuss their concerns. As a manager, there may be situations that require you to change your priorities to give people time to discuss their concerns openly and safely. During these conversations, it is important that you assure the people you supervise that you will listen objectively and carefully to their concerns. If a member of your team chooses to share their concerns with another company executive, or a member of the Human Resources or Compliance Department, it is best that you honor that choice. People often fear that openly reporting ethical misconduct may somehow jeopardize their own careers or result in some form of retaliation. As a role model and team leader, you need to tell them that there will be absolutely no tolerance for retaliation in any form against a person who reports a problem in good faith and encourage everyone to report any suspected instances of retaliation if they occur. Similarly, if action is taken against a person whose conduct violates the Code, discourage speculation as to who reported the violation and any retaliation against the person suspected of reporting the incident. If a member of your team reports ethical misconduct, we expect you to continue to treat them with respect and fairness.

Know how and when to address concerns 
If you are approached about a situation involving ethical misconduct, we expect you to take immediate action to resolve the issue. It is important that you understand the spirit of the Code and that you are able to comfortably answer day-to-day questions. If you are asked to interpret or apply the Code or any of the applicable laws or regulations, and are unsure how to respond, immediately raise the issue by contacting one of the many resources available (Code section: Where can I find additional resources and support?). Under no circumstances should you independently investigate suspected or known violations of the Code. CareSimple has specialists and professionals available to conduct investigations, and all investigations have protocols and procedures that must be followed to protect the integrity of the investigation and to protect the Group in the event of subsequent legal action.

2.9 What happens once a concern is raised?

Reports of illegal or unethical conduct will be investigated
Within CareSimple, we are committed to exercising due diligence and investigating all concerns expressed by our members. Information regarding allegations of wrongdoing will be assessed by the appropriate management staff. Each expression of concern will be investigated, as appropriate, with qualified investigators or subject matter experts. If wrongdoing is discovered, appropriate corrective action will be taken regardless of the level or position of the person (s) involved. All cases will be followed until their final resolution.

Confidentiality is essential
Reports or inquiries can be conducted anonymously; however, it is helpful if you provide your name and contact information so that you can be contacted for further details and follow-up information. All information provided and your identity will only be shared on a “need to know” basis with those responsible for assessing and investigating the situation and empowered to take corrective action.

The most important thing to keep in mind is that you can always choose to remain anonymous and that you are strongly encouraged under the Code to report suspected illegal or unethical behavior.

Retaliates will not be tolerated
We take our commitment to our Code very seriously. Retaliation against anyone who raises an issue in good faith regarding a potential violation of the Code will not be tolerated. CareSimple does not tolerate any form of retaliation or victimization against individuals who have reported issues or concerns in good faith or who participate in an investigation regarding a potential violation of our Code, company policies and applicable laws and regulations. Anyone who retaliates against such a person will be subject to disciplinary action up to and including dismissal or may result in the immediate termination of their contract with CareSimple. No individual may be demoted, dismissed, suspended, threatened, harassed, coerced or intimidated as a result of reporting, in good faith, unethical behaviour or participating in an investigation of a matter reported under the Code. Furthermore, CareSimple does not tolerate frivolous, malicious or vexatious complaints. Members who make such complaints are also subject to disciplinary action. Victims of such allegations or complaints will receive appropriate advice, support and assistance. If you believe that you or someone you know is potentially the victim of retaliation in any way for reporting a violation or participating in an investigation, please speak up. We need your participation to ensure that CareSimple remains free from retaliation.

2.10 Where can I find additional resources and support?

Learning how to make your voice heard when something goes wrong in order to solve a problem is one of the key elements in building CareSimple’s culture of trust. In the event that you observe or become aware of conduct that is not consistent with the spirit of the Code, it is essential that you take ownership of the situation and take action. If you have concerns about the ethical or legal conduct of anyone within the Group, you have several options from which to choose from to raise your concerns.

Even if you are unsure, consider discussing your concerns openly with one of the following representatives or available resources:

– In general, your manager is the most immediate available resource to address your concerns.
– If you feel that the issue you wish to raise concerns your manager, you can also raise it with your manager’s supervisor.
– You can also contact:
– By phone to the Human Resources or Compliance department
– By electronic messaging: [email protected]
– By postal service: Human Resources or Compliance department(s)
3801 PGA Blvd, Suite 600
North Palm Beach, FL, USA 33410

– You don’t have to have all the elements in hand or the certainty that something is wrong to evoke an integrity problem.
– There may be times when you feel more comfortable talking to someone anonymously or assessing your situation with an observer or expert. Whichever method you choose, at your request, your confidentiality will be protected.

2.11 Can the code of conduct be modified?

The Code of Conduct is subject to review and approval by the Board of Directors CareSimple. The review takes into account, among other things, comments and suggestions received from directors, members of the Group and third parties, changes in law or best practices, as well as the experience gained in the application of the Code itself.
CareSimple is committed to reviewing the Code on an annual basis and ensure it is available at all times to all members of the Group CareSimple.
Any changes made to the Code as a result of review activities are published and made available promptly in accordance with applicable laws and regulations.

2.12 Effective date

This CareSimple Code of Conduct is effective as of January 1, 2021.

3. The guiding principles of the code

3.1 Respect for the person

CareSimple is committed to the principle of employment equity and believes that every person is entitled to fair treatment, courtesy and respect. We strongly believe that the way we interact with each other impacts our success. Building relationships based on trust and mutual respect is essential to the development of the Group and its culture.

Examples of expected behaviors include, but are not limited to, the following:

– We respect the individual, regardless of his or her origin, physical characteristics, sexual orientation, beliefs, opinions or social condition (or any other characteristic protected by applicable laws and regulations) and we do not tolerate any form of discrimination;
– We do not tolerate violence, harassment, intimidation or any other form of abusive behavior;
– We embrace diversity, actively promote inclusion and create an environment that fosters the individuality of each person for the benefit of the Group;
– We respect a person’s honor, dignity and reputation as well as their right to privacy;
– We protect the health and safety of individuals and take individual and collective responsibility to ensure that the workplace is healthy and safe;
– We collect, collate, process, use and safeguard personal information strictly in accordance with applicable laws and regulations;
– We refrain from being under the influence of alcohol, medication other than that prescribed by a health care professional, or drugs, both legal and illegal, in the performance of our duties;
– We are committed to providing a work environment in which human rights are respected.

Examples of prohibited behaviors include, but are not limited to, the following:

– Communicating or propagating or using the Group’s means of communication to communicate or propagate defamatory statements against an individual or damaging to a company’s reputation;
– Selling, offering, distributing, consuming, buying or having in our possession both legal and illegal drugs, illegal weapons or prohibited materials in the workplace or on the property of the Group;
– Recruiting, hiring, attempting to hire, compensating, evaluating, laying off, sanctioning or dismissing a person on the basis of discriminatory criteria;
– Committing, encouraging, condoning or concealing an act of violence, harassment, intimidation or indecency in or outside the workplace in the course of work;
– Disclosing or using personal information without right or for personal purposes;
– Tolerating any type of abuse of fundamental rights in the context of our operations or our relations with third parties.

What constitutes harassment?
Any conduct that is vexatious and repeated, manifested by behaviors, words, and/or acts that are hostile and unwanted and that violate the dignity of a person or his psychological or moral integrity. A single serious occurrence of such behavior that has a potential long-term harmful effect on a member of the Group may also constitute harassment. CareSimple declares that every member of the Group has the right to a work environment free of harassment and CareSimple ensures, as far as possible, that no member is subjected to harassment. It is also the responsibility of each member to report any situation of harassment or violence. CareSimple applies a “zero tolerance” approach whereby harassment in all its forms is not tolerated and may result in timely and appropriate disciplinary action, up to and including dismissal. A member who believes that he or she is being harassed should ask the person to stop immediately. If the behavior or actions persist, the member should report the situation using the most appropriate reporting method.

3.2 Respect for our clients and customers

Our clients are at the center of our daily activities and we are committed to providing them with exceptional service. We want to establish and maintain relationships with our clients that are based on clarity, honesty, integrity, attentiveness, quality of execution, efficiency and courtesy. We are also firmly committed to ethical sales practices as they are good for business and help develop and maintain long-term profitable relationships with our customers, while enhancing our culture and reputation.

Examples of expected behaviors include, but are not limited to, the following:

– We respect our customers both as individuals and as users of our products and services;
– We respect our commitments to our customers;
– Our advertising and promotions present our products and services in a fair and honest manner;
– Our communications and contacts with customers are always respectful and courteous, even in circumstances where the customer shows a lack of respect or courtesy towards us;
– We process and protect our customers’ personal information in accordance with the relevant regulations

Examples of prohibited behaviors include, but are not limited to, the following:

– Deliberately use deceptive or aggressive sales practices with customers;
– Insulting, harassing, intimidating or disparaging a customer or using abusive or coarse language when communicating with a customer;
– Obtaining, disclosing, using or retaining personal information about a customer without right or for personal purposes;
– Treating our clients according to discriminatory criteria;
– Offering considerations to a client that are not documented in the client’s file or that differ from duly authorized service offerings;
– Discussing, offering or accepting bribes from customers whether in monetary or other form.

3.3 Respect for the community

As we strive to outperform our competition, we do so honestly, openly, fairly and with integrity. We do not tolerate any form of dishonesty and are committed to treating our suppliers, shareholders, regulators and other stakeholders with whom we do business around the world fairly. We operate with “zero tolerance” for bribery and corruption and do not allow third parties representing us to engage in such conduct. Corruption is totally contrary to our mission and core values. CareSimple promotes and encourages ethical and socially responsible business conduct and wants to improve the quality of life in the communities in which it operates.

Examples of expected behaviors include, but are not limited to, the following:

– Any contribution of money, goods or services on behalf of or at the expense of the Group must be documented, comply with applicable rules and be duly authorized;
– In all our communications with institutions, regulatory bodies or companies, we ensure that our personal interests, if any, are clearly identified as such, are lawful, do not conflict with the Group’s objectives and are not of such a nature as to interfere with the conduct of the Group’s business;
– We interact with institutions, regulators and businesses in an open, efficient and courteous manner that respects democratic values, laws and regulations, and the common good;
– We embody the fundamental values of integrity, respect for others, listening and a sense of responsibility in our personal role within the Group;
– We support the economic, social and cultural development of the communities where the Group operates.

Examples of prohibited behaviors include, but are not limited to, the following:

– Deliberately misleading or willfully obstructing the activities or procedures of any institution, regulatory body or company in connection with CareSimple’s business;
– Accepting, authorizing, paying or concealing commissions, bribes or benefits in money, goods or services to any person or make political or other contributions in order to obtain, retain or influence business decisions or secure any other form of improper advantage;
– Soliciting a personal benefit from an institution, regulatory body or company in connection with our job duties, obligations or responsibilities;
– Falsely claiming or falsely suggesting that CareSimple supports, finances or endorses any activity, position or interest of a personal nature;
– Taking any form of “bribe” to a public official.

3.4 Respect for the environment

In all its activities and operations, CareSimple is concerned about and for the environment. We strive to conduct our activities in the most environmentally friendly manner possible. We are firmly committed to progressively reducing our environmental footprint.

Examples of expected behaviors include, but are not limited to, the following:

– We ensure that we comply with all applicable environmental laws and regulations;
– We promote ethical, fair and socially responsible purchasing for all types of purchases;
– We strive to reduce waste and ensure that it is properly recovered and destroyed, including electronic waste;
– We inform our managers of any change of activity or circumstance related to our activities that could generate a new environmental risk or increase an environmental risk;
– We use resources and energy economically and efficiently.

Examples of prohibited behaviors include, but are not limited to, the following:

– Hiding a situation of non-compliance with applicable environmental laws and regulations;
– Unloading or discarding waste in contravention of applicable rules;
– Polluting or causing an environmental risk on the Group’s premises or anywhere else.

3.5 Respect for the group and its interests

The continued success of CareSimple depends on the honest, transparent, loyal and effective relationships that our members maintain with the people and companies with which the Group does business. More specifically, for CareSimple, it is a question of preserving its reputation, its competitive position, its rights and its assets, to protect its confidential information and to ensure that there is no conflict of interest or insider trading.

Examples of expected behaviors include, but are not limited to, the following:

– We act with honesty, loyalty and transparency while performing our professional duties, obligations or responsibilities;
– We avoid acting in a way that could adversely affect the Group’s competitive position;
– We avoid situations of conflict of interest or situations where there is an appearance or perception of conflict of interest and report such situations immediately;
– We comply with the rules for disclosure of financial and other material information with the “Autorité des marchés financiers” of the securities regulatory authorities and ensure that any disclosure of such information is authorized;
– We respect and protect the privileged nature of any confidential information or professional secrets and acknowledge our obligations of discretion in this regard, subject to the terms or exceptions provided by applicable laws and regulations;
– We choose our partners on the basis of their merits, without bias or discrimination;
– We do not engage in insider trading;
– We exercise professionalism and judgment in our social media interactions in all their forms, whether we are at work or not. We ensure that our personal online activities do not interfere with our work or professional commitments and we respect our working relationship with the Group;
– We respect and preserve, in all respects, the intellectual property, assets and other property of the Group and do not use them for purposes unrelated to our employment;
– We pay our own travel, meal and accommodation expenses when we travel outside the office to meet with a supplier or potential supplier. These expenses are subsequently reimbursed to us by the Group;
– We ensure that the information and reports that we produce in the course of our professional functions, duties and responsibilities are true and do not contain any inaccuracies or comments that could be misleading with regard to the situation of the Group or the subject matter of the report.

Examples of prohibited behaviors include, but are not limited to, the following:

– Using the Group’s working time, resources, information, or any other Group assets or services for employment outside the Group;
– Competing with CareSimple, directly or indirectly, by providing services similar to those provided by the Group in any of its territories;
– Giving access, communicating or discussing confidential information such as protected health information, customer or supplier lists, sales strategies, marketing plans, sales and market share data or any other trade secret to persons who are not entitled to it, including a competitor or a person related to a competitor;
– Communicating with the media on behalf of or about the Group, without being an authorized spokesperson;
– Publishing any information that could harm the Group’s interests in our social media interactions, regardless of the platform used;
– Using the Group’s working time, premises or resources for purposes that are unlawful or contrary to the Group’s applicable policies and procedures;
– Personally benefiting or passing on insider information to another person;
– Accepting or soliciting a gift or other benefit from a third party, including in the form of entertainment or hospitality, except those of a modest and customary nature that do not compromise our integrity or independence or influence any decisions we may make on behalf of the Group and that are consistent with the Group’s Policy on Gifts and Entertainment;
– Entering into transactions with a company in which we or any member of our family have an interest that is material or exceeds 5%;
– Falsifying or approving the falsification of Group records, accounts, data or reports or conceal knowledge of such situations.

What is a conflict of interests?
A conflict of interest exists when a person’s personal or private interests conflict or appear to conflict with the interest of the Group. This is any situation in which an impartial observer might reasonably question whether an individual’s actions are influenced by private or personal considerations.

Why should we avoid conflict of interest situations?
CareSimple expects and requires its members to always act in the best interests of the Group. All our decisions must always be made exclusively on the basis of objective criteria and we must never allow ourselves to be biased by our personal interests or relationships. Members must not only avoid real situations of conflict of interest but also situations of apparent conflict of interest. We must all remember that perception is reality. All members have a responsibility to formally disclose any conflict of interest situation, real or perceived, through one of the many resources available (Code section: Where can I find additional resources and support?). CareSimple will work with the member to find a solution that is not detrimental to the interests of the Group. It is not possible to provide guidelines that cover all possible situations leading to a conflict of interest. The information presented below is intended to serve as a guide as to the most common situations where a conflict of interest may arise.

Personal relationships
A conflict of interest may arise when a member of CareSimple has the authority to enhance or promote the interests of a family member or close friend.

Examples of situations in this category include, but are not limited to, the following:

– A member who hires, or participates in a hiring decision of, a family member or someone with whom he or she has a personal relationship. A member who recommends the hiring of a family member or friend must disclose the relationship at the time of the recommendation;
– A member who supervises a family member or friend, directly or indirectly. Indirectly, CareSimple means a person who reports to one of our members or other subordinates. By supervision, CareSimple means a person who has the authority to make decisions regarding another member in terms of performance evaluation, work assignment, disciplinary measures, termination of employment, etc.;
– A member who processes transactions in his/her own account or in the account of a family member or friend.

External interests
A conflict of interest may arise when a member of the Group engages in business activities external to CareSimple, even when these activities are carried out during the member’s free time.

Examples of situations in this category include, but are not limited to, the following:

– A member who uses CareSimple equipment (such as tools, cell phones and computers) in order to carry out activities related to other employment / business activities outside of CareSimple;
– A member who carries out business activities external to CareSimple / who performs tasks associated with another job during CareSimple working hours;
– A member engaged in external business activities (e.g. a member who owns his own business or is employed by another organization) that offers products and/or services that may be considered in competition with CareSimple’s activities, even if these activities are carried out outside of CareSimple’s working hours;
– A member who has an external interest that requires so much time and energy that it interferes with their ability to meet their commitments to the Group.

Supplier relations
As a member of CareSimple, several situations may arise that represent a conflict of interest in relation to a third party such as a supplier.

Examples of situations in this category include, but are not limited to, the following:

– A member who engages CareSimple in a business relationship with a company he owns (in whole or in part) or which is managed by a member of his family or a personal relationship;
– A member who is in a position to influence CareSimple’s relationship with a supplier or to make decisions related to that supplier while a family member works for that supplier.

Receiving and Giving Gifts and Entertainment 

At CareSimple, we recognize the importance of nurturing healthy and lasting relationships with our customers, suppliers, and business partners. In our interactions, it’s sometimes customary to exchange gifts and entertainment. However, to maintain transparency and avoid conflicts of interest, we adhere to a clear policy on these exchanges.

• Universal Monetary Limit on Gifts and Entertainment: The total value of any gifts or entertainment provided or received, including meals and tangible gifts, should not exceed $100 per person each year. This limit is applicable to both the giving and receiving of gifts and entertainment.
• Acceptable Gifts: Only corporate-branded items, such as CareSimple t-shirts or similar merchandise, are acceptable as gifts. The value of these branded items must remain under the monetary limit. Unbranded gifts, regardless of value, are not permissible.
• Meals and Hospitality: Paying for or accepting meals as part of business interactions is allowed, provided the cost does not exceed the monetary limit, per person.
• Handling Excessive Gifts: If a gift exceeding the set limit is received, it should be politely declined. If declining is not feasible, the item should be reported to management for appropriate handling, which may include returning, donating, or otherwise ethically disposing of the gift.
• Prohibition on Solicitation: Soliciting gifts, hospitality, or entertainment for personal benefit is strictly prohibited at all times.

This policy ensures that our professional conduct remains above reproach, and that all gift and hospitality exchanges within our business relationships are modest, appropriate, and consistent with our company values.

3.6 Respect for the law and applicable rules

Around the world, we must comply with a vast array of laws and regulations imposed by federal, provincial, state and municipal governments. It is the policy of CareSimple to comply in all material respects with the laws and regulations that apply to its operations. It is never acceptable to violate laws and regulations, even if we believe we are acting for the good of the Group.

Examples of expected behaviors include, but are not limited to, the following:

– We ensure that the Group complies with all applicable securities laws and regulations, accounting standards, accounting controls and auditing practices. We ensure that all returns submitted to tax authorities and all information used for this purpose are complete, accurate and submitted on time;
– We comply with all applicable anti-bribery laws and regulations in the countries where we operate.

Examples of prohibited behaviors include, but are not limited to, the following:

– Tolerating activities, behaviors, actions or omissions that constitute a criminal offense or an obvious abuse of right or that are intended to knowingly cause harm and without right to an individual or company;
– Refusing to comply with any laws and regulations, decree or final judgment in the exercise of our professional duties and responsibilities;
– Making misleading or inaccurate statements about anything in our financial statements or financial reports;
– Engaging in activities involving fraud, embezzlement, misappropriation of funds or assets, extortion, theft or other intentional damage to the assets of the Group, our customers or any other third parties;
– Providing false or misleading information for the purpose of concealing an offence;
– Conspiring to fix the prices or other terms of the offer of a product or service or to restrict competition in the offer of a product or service;
– Downloading or transmitting pornographic material or any other illicit material using the Group’s means of communication.

3.7 Respect for commercial norms and trade standards

The members of CareSimple work tirelessly to achieve excellent results, which is the key to our success. While profits are undeniably important, they are not everything. How we generate them is also important. We thrive as a Group by setting high expectations and this goes beyond compliance with laws and regulations. Essentially, it is a commitment to comply with the business standards that apply to our work, duties, obligations and responsibilities and to adopt the best possible business practices.

Examples of expected behaviors include, but are not limited to, the following:

– We achieve success by demonstrating excellence, not by disparaging our competitors;
– We collect competitive information in an ethical, legitimate and respectful manner;
– We ensure that all of our activities, transactions and cash payments are clearly documented and properly recorded in accounting systems;
– Our business practices comply with regulatory standards applicable to our operations;
– We enter into contracts or commitments binding CareSimple only within the framework of our functions, duties, responsibilities and permitted levels of authorization, in accordance with the applicable policies and procedures;

Examples of prohibited behaviors include, but are not limited to, the following:

– Submitting or authorizing false or misleading reports to regulatory authorities;
– Using prohibited or unfair practices;
– Negotiating or entering into an undertaking on behalf of the Group on the basis of representations or warranties that are known to be false or misleading;
– Using blackmail or any other illegal means in our business dealings;
– Entering into engagements with consultants, suppliers or subcontractors in contravention of our applicable outsourcing policies and procedures or without prior verification of skills and abilities or for unlawful considerations.

3.8 Respect for the Group policies and procedures

We want to do business the right way, in a consistent, disciplined and rigorous manner. Accordingly, CareSimple has developed and implemented policies and procedures specific to its business units. These policies and procedures are the foundation on which we base our way of doing business and establish our expectations.

Examples of expected behaviors include, but are not limited to, the following:

– We ensure that we are aware of Group and business unit-specific policies and procedures that apply to our functions, duties or responsibilities;
– We ensure that any deviation or non-compliance with a policy or procedure is fully and honestly justified, is duly reported and is approved by the appropriate authority within the Group;
– We comply not only with the letter, but also with the spirit of Group and business unit policies and procedures so that their purpose is achieved in all respects and under all circumstances;
– We report to a manager any actual problem of interpretation or application relating to a practice, policy or procedure of the Group or a business unit, and we strive to find a solution in an honest and diligent manner.

Examples of prohibited behaviors include, but are not limited to, the following:

– Deliberately circumventing a rule or requirement contained in a Group or business unit policy or procedure;
– Disclosing an internal Group or business unit policy or procedure to a competitor, unless the policy or procedure is already public.

4. CLOSING THOUGHTS

Thank you for taking the time to read the CareSimple Code of Conduct. I sincerely hope that it will be useful to you and that you will have the reflex to use it when you have questions or when faced with difficult decisions regarding ethics and integrity.
You represent CareSimple and always keep in mind that the communities with which we do business are all affected by our actions and benefit when we do the right thing. We count on you to uphold our commitment to excellence and integrity by always respecting the spirit of the Code.
Remember that we’re a team and that there are many resources available to help you. If you have any concerns or questions on a specific topic or suggestions on how we can improve our Code or our ethics and integrity initiatives, talk to us!

Elliot Francoeur, CHRP
Director of Human Resources

5. APPENDICES

5.1 Checklist and list of references

Use the list below to express concerns and/or determine a plan of action to address the different types of problems and situations that may arise.