Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Exhibit 99.1
- 1 -
CARDIOL THERAPEUTICS INC.
(THE “CORPORATION”)
CODE OF CONDUCT AND ETHICS
The Corporation is committed to a culture
of honesty, integrity and accountability and strives to operate its business in accordance with the highest ethical standards and applicable
laws, rules and regulations. This Code of Business Conduct and Ethics (this “Code”) outlines the principles that
should guide all directors, officers and employees of the Corporation in the performance of their duties. For the purpose of this Code,
any reference to “employees” includes any director, officer or employee of the Corporation.
Employees of the Corporation must not
only comply with applicable laws, rules and regulations but also must engage in and promote honest and ethical conduct, including
the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, and abide by the policies
and procedures that govern the conduct of the business of the Corporation. The responsibilities of each employee include helping to create
and maintain a culture of high ethical standards and commitment to compliance and, in the case of directors and officers, maintaining
a work environment that encourages employees to raise concerns with management and promptly addressing employee compliance concerns.
Failure to comply with the Code, other
policies and procedures of the Corporation or applicable laws, rules and regulations may be grounds for disciplinary action up to
and including termination of employment, may require restitution and may lead to civil or criminal action against individual employees
and any company involved.
This Code is not meant to be a complete
list of all legal and ethical obligations of the employees of the Corporation. The Corporation provides this Code to its employees to
offer guidance in properly recognizing and resolving the legal and ethical issues that they may encounter while conducting the business
of the Corporation. Should an employee be confronted with a situation where further guidance is required, the matter should be discussed
with a member of management or the Audit Committee of the Corporation.
Employees are expected to promptly
report situations of non-compliance with respect to this Code to the Corporation in accordance with the procedures set out in the Corporation’s
Whistleblower Policy. No employee will be subject to retaliation by the Corporation for reporting, in good faith, a violation of this
Code.
It is the responsibility of each employee
to become familiar with the principles set out in this Code and to integrate them into every aspect of the business of the Corporation.
All employees will be required to personally certify that they understand the continuing obligation to comply with this Code and will
be required to sign an Annual Declaration of Compliance with the Code.
Employees have a duty of loyalty to
the Corporation and are expected to always act in the best interests of the Corporation. A conflict arises when the personal interests
or activities of an employee influence or have the potential to influence the exercise of his or her judgment in the performance of his
or her duties. Conflicts of interest and even the appearance of a conflict of interest may compromise the reputation of the Corporation
and must be avoided.
The Corporation respects its employees’
right to privacy in their personal activities and financial affairs. It is the responsibility of each employee to ensure that his or her
personal conduct complies with the following principles, which are not intended to address every potential conflict situation.
| (a) | Employment or Affiliation with a Competitor, Supplier or Customer: Full-time employees may not
act as directors, officers, employees, consultants or agents of entities that compete directly with the business of the Corporation or
do business with the Corporation (such as customers, suppliers or business partners of the Corporation) without the approval of the Corporate
Governance and Compensation Committee. In addition, employees may not own, directly or indirectly, a beneficial interest in any of these
entities, unless an employee is making an investment in securities that are listed on a national or international securities exchange
and the total value of the investment is less than five per cent of the aggregate value of the class of securities involved and the amount
of the investment is not so significant that it could affect the employee’s business judgement on behalf of the Corporation. |
| (b) | Independent Business Ventures: Employees may not engage in independent business ventures or agree
to perform services for other businesses if the activity will interfere with the employee’s devotion of time and effort to the conduct
of the business of the Corporation or otherwise affect his or her ability to work effectively. |
| (c) | Personal Benefits, Gifts, Bribes and Kickbacks: Employees may not use their position as an employee
of the Corporation to derive or secure any personal, financial or other benefit for themselves or their relatives. An employee may not
solicit and/or accept any gift or favour from any competitor, supplier or customer, except to the extent customary and reasonable in amount
and not in consideration for any improper action by the recipient. The offering or accepting of bribes, payoffs or kickbacks made directly
or indirectly to obtain an advantage in a commercial transaction are strictly prohibited. Employees are expected to comply with the principles
set out in this Code. |
| (d) | Reporting Conflict: Each employee is required to promptly disclose any actual or potential conflict
of interest to the Corporation. Any transaction, relationship or interest that reasonably could be expected to give rise to a conflict
of interest should be reported. Actual or potential conflicts of interest involving a director or executive officer should be disclosed
directly to the chair of the Board. |
Although the principles above refer
only to employees of the Corporation, employees should also exercise care to avoid actual or potential conflicts of interest that may
arise because of the activities of their immediate family members and other members of their household.
| 2. | PROTECTION AND PROPER USE OF CORPORATE ASSETS |
All employees
of the Corporation are expected to protect the assets of the Corporation and ensure they are used for legitimate business purposes only.
Theft, carelessness and waste have a direct impact on the business and profitability of the Corporation. Any suspected incidents of fraud
or theft should be immediately reported for investigation.
The assets of the Corporation include
information, equipment, office supplies, hardware, software, intellectual property and time. Such assets may not be used for personal
benefit, nor may they be sold, borrowed or given away without proper authorization. Occasional personal use of certain corporate resources
(e.g., computer, fax or e-mail) is acceptable where the interests of the Corporation are not adversely affected. However, employees are
expected to consult a member of management for approval if in doubt.
The Corporation
is legally entitled to all rights in ideas, inventions and works of authorship relating to its business that are made by any employee
during the scope of his or her employment with the Corporation or while using the Corporation’s resources.
| 4. | USE OF E-MAIL AND INTERNET SERVICES |
E-mail systems and Internet services
are provided to help employees perform their duties and responsibilities related to the Corporation. Incidental and occasional personal
use is permitted, but use for personal gain or any improper purpose is not permitted. Employees may not access, send or download any information
that could be insulting or offensive to another person, such as sexually explicit messages, cartoons, jokes, unwelcome propositions, ethnic
or racial slurs or any other message that could be viewed as harassment. “Flooding” the systems of the Corporation with junk
mail hampers the ability of the systems to handle legitimate corporate business and is prohibited.
Employees’ messages (including
voice mail) and computer information are considered corporate property. Unless prohibited by law, the Corporation reserves the right to
access and disclose this information as necessary for business purposes. Employees should use good judgment, and should not access, send
messages or store any information that he or she would not want to be seen or heard by other individuals.
It is the policy of the Corporation
to make full, fair, accurate, timely and understandable disclosure in compliance with all applicable laws, rules and regulations
in all reports and documents that the Corporation files with, or submits to, securities regulators and in all other public communications
made by the Corporation. The management of the Corporation has the general responsibility for preparing such filings and such other communications
and should ensure that such filings and communications comply in all material respects with all applicable laws, rules and regulations.
Employees must provide all necessary information to management when requested and must inform management if they become aware that any
information in any such filing or communication was untrue or misleading at the time such filing or communication was made or if they
have information that would affect any filings or communications to be made in the future.
The Corporation maintains accounting
and internal control systems designed to provide reasonable assurance that the assets of the Corporation are safeguarded against loss
and the financial records of the Corporation are reliable for preparing financial statements. No fraudulent or false entries should be
made for any reason in the books, records, or accounts of the Corporation.
| 6. | CORPORATE OPPORTUNITIES |
Employees owe a duty to the Corporation
to advance its legitimate interests when an opportunity to do so arises. In this regard, employees may not appropriate for their own use,
or that of another person or organization, the benefit of any business venture or opportunity which they learned about during the course
of their employment, unless it is first offered to the Corporation and the Corporation decides not to pursue it.
| 7. | CONFIDENTIALITY OF CORPORATE INFORMATION |
During the normal course of business,
employees may have access to, among other things, non-public information regarding the customers of the Corporation, suppliers, operations,
strategic plans, financial affairs, employees and proprietary technologies and processes. This information is a key corporate asset and
every employee has an obligation to protect it and keep it in the strictest confidence, except when disclosure is explicitly authorized
pursuant to the Corporation’s Confidentiality and Disclosure Policy or when disclosure is legally required. The unauthorized use
or disclosure of confidential information of the Corporation could destroy its value and give an unfair advantage to others. Care should
be taken in disposing of documents containing confidential information, such as shredding documents, before discarding. Confidential information
also includes any information relating to the business and affairs of the Corporation that results in or would reasonably be expected
to result in a significant change in the market price or value of any securities of the Corporation or any information a reasonable investor
would consider important in making an investment decision. Employees must not use confidential information for their own advantage or
profit.
An employee’s obligation to protect
the confidential information of the Corporation exists whether or not the information is explicitly labelled as being confidential and
the obligation continues even after leaving the employ of the Corporation.
Employees must adhere to the guidelines
and policies set out in the Corporation’s Confidentiality and Disclosure Policy.
The Corporation competes vigorously
in its business dealings but is committed to practices that are fair and honest. In this regard, employees are expected to respect the
rights of, and deal fairly with, the employees, customers, suppliers, shareholders, business partners, regulators and competitors of the
Corporation. No employee may take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation
of material facts, or any other intentional unfair dealing practice.
| 9. | COMPLIANCE WITH LAWS, RULES AND REGULATIONS |
The Corporation
is subject to a number of governmental laws, rules and regulations with respect to the conduct of its business. Employees are expected
to maintain compliance with the letter and spirit of all laws governing the jurisdictions in which they perform their duties. This Code
does not purport to address all areas of law that employees might encounter in the day-to-day business of the Corporation. The following
areas, however, should be specifically noted:
| (a) | Privacy Laws: The Corporation is committed to maintaining the accuracy, confidentiality,
security and privacy of the personal information of its customers, suppliers and employees. Employees who have access to personal
information are expected to support the efforts of the Corporation to develop, implement and maintain procedures and policies
designed to manage personal information. |
| (b) | Human Rights Laws: The Corporation values the diversity of its employees, customers and suppliers
and is committed to providing equal treatment in all aspects of the business. Abusive, harassing or offensive conduct is unacceptable,
whether verbal, physical, visual or otherwise. The Corporation will not tolerate any conduct that is discriminatory or harassing or otherwise
compromises an individual’s human rights. |
| (c) | Health and Safety Laws: The Corporation strives to comply with all applicable health and safety
laws and regulations as part of its commitment to providing employees with a safe and healthy work environment. Employees have a responsibility
to maintain this work environment. In this regard, employees are expected to work in a safe manner with due regard for their personal
safety as well as that of their co-workers and to report accidents, injuries, hazardous equipment and unsafe practices. Employees are
prohibited from engaging in the business of the Corporation while under the influence of alcohol or illegal drugs. |
| (d) | Environmental Laws: Cognizant of its responsibility to the environment, the Corporation strives
to comply with all applicable environmental laws and regulations. Employees are expected to support the efforts of the Corporation to
develop, implement and maintain procedures and programs designed to protect and preserve the environment. |
| (e) | Securities Laws: The Corporation is committed to protecting security holder investments and expects
all employees to comply with the applicable reporting obligations and trading restrictions imposed by the Corporation, any securities
commission or stock exchange. Employees who are in possession of material information about the Corporation must not trade in securities
of the Corporation until such information is generally publicly available. Providing inside information to others who then trade on such
information is also strictly prohibited. Employees should become familiar with, and must adhere to the guidelines and policies set out
in, the Insider Trading Policy and Confidentiality and Disclosure Policy. |
| (f) | Competition Laws: Competition laws are enacted to limit practices that are seen to impair the function
of a free and open marketplace. A complete description of these laws is beyond the scope of this Code; however, they include price fixing,
bid rigging, price discrimination, allocation of markets and boycotting of certain suppliers or customers. Employees having regular dealings
with customers and suppliers should become familiar with the laws applying to these practices as non-compliance can result in severe penalties
being imposed on both the Corporation and the individuals involved. |
Employees
who know of, or suspect, a violation of this Code or of any applicable law, rule or regulation have an obligation to
immediately report this information to a member of management or the Audit Committee. No one will be subject to retaliation because
of a good faith report of suspected misconduct: please refer to the Corporation’s Whistleblower Policy. All reported
violations will be promptly investigated and treated confidentially to the extent possible. Employees are expected to cooperate
fully in internal investigations of misconduct.
| 11. | ADMINISTRATION OF THIS CODE |
The directors of the Corporation are
responsible for monitoring compliance with this Code, for regularly assessing its adequacy, for interpreting this Code in any particular
situation and for approving any changes to this Code from time to time.
In order to seek a waiver of this Code,
full disclosure of the particular circumstance must be made to the Corporation’s Chief Executive Officer or the Chief Financial
Officer, in the case of employees who are not directors or officers of the Corporation, or the Audit Committee, in the case of directors
and officers of the Corporation. Amendments to and waivers of this Code will be publicly disclosed as required by applicable laws, rules and
regulations.
This Code is a statement of certain
fundamental principles, policies and procedures that govern the directors, officers and employees of the Corporation in the conduct of
the business of the Corporation. It is not intended to, and does not, create any rights in any employee, customer, supplier, competitor,
shareholder or any other person or entity.
| Issue Date: |
October 22, 2018 |
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Authorized By: |
Board of Directors |
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| Review: |
Annually |
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| Revised Date: |
July 28, 2021 |
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