Board of Directors Responsibilities and Composition

• The Board of Directors (the "Board") of the Corporation assumes stewardship of the Corporation’s overall administration and supervises the management of the Corporation's operations with the objective of increasing shareholder value. The Board is also responsible for taking all reasonable measures to satisfy itself as to the integrity of management and ensuring that management creates a culture of integrity throughout the Corporation.
   

• In December 2014 the Board adopted and approved the last revision of the mandate delineating its role and responsibilities.
   

• The Board is currently comprised of five (5) directors, four (4) of which are independent. In addition to the Board, two committees were formed to assist the Directors in their responsibilities: the Audit Committee and the Nominating, Governance and Compensation Committee.
   

Audit Committee

• The Audit Committee assists the Board by reviewing the financial reporting process, the system of internal control, the audit process as well as the Corporation's process for monitoring compliance with laws and regulations, and with the Code of Conduct and Business Ethics. The Audit Committee, which is formed of a minimum of three (3) independent directors, recommends the appointment of external auditors to the Board. 
   

• The Audit Committee Charter was revised and approved by the Board of Directors last in November 2014.
   

Nominating, Governance and Compensation Committee

• The Nominating, Governance and Compensation Committee (the "Governance Committee") assists the Board in developing the Corporation's approach to corporate governance issues, proposing new Board nominees, assessing the effectiveness of the Board and its committees, their respective chairs and individual directors. This committee also assists the Board in discharging its responsibilities relating to executive and other human resources hiring, assessment, compensation and succession planning. The Governance Committee is formed of a minimum of three (3) independent directors.
   

In August 2014, the Board adopted and approved last a restated written mandate delineating the NGCC's role and responsibilities.

Modern Slavery Report

• The COSCIENS Modern Slavery Report is made for the financial year ended December 31, 2023 . View the Modern Slavery Report here.

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Code of Ethics

• The Code of Conduct and Business Ethics was last amended by the Board of Directors in February 2023. View the Code of Conduct and Business Ethics here.
   

• In addition, the Board of Directors of COSCIENS has adopted the following Code of Business Conduct and Ethics for Members of the Board of Directors.  This Code of Business Conduct and Ethics was adopted and approved by the Board of Directors in December 2019.
  View the Code of Business Conduct and Ethics here.

• Our commitment: COSCIENS and its subsidiaries are committed to preserving the reputation of the Company for integrity and excellence and conducting the businesses and activities of the Company honestly and ethically and in compliance with applicable laws, rules and regulations.

• COSCIENS is responsible for and committed to providing accurate and reliable financial reporting. To support that goal, we have established this communication channel for employees and other stakeholders to report, on a voluntary basis, their concerns regarding the integrity of  COSCIENS accounting, internal accounting controls or auditing matters (Financial Matters).

Whistleblower Program

• Our commitment:

• COSCIENS and its subsidiaries are committed to preserving the reputation of the Company for integrity and excellence and conducting the businesses and activities of the Company honestly and ethically and in compliance with applicable laws, rules, and regulations.

• COSCIENS is responsible for and committed to provide accurate and reliable financial reporting. To support that goal, we have established this communication channel for employees and/or Contracted employees and other stakeholders to report, on a voluntary basis, their concerns regarding the integrity of COSCIENS accounting, internal accounting controls or auditing matters (Financial Matters)

• The Code of Ethical Conduct (attached) was adopted by the Board of Directors on March 29, 2004, and amended by the Board of Directors on November 3, 2004, December 13, 2005, March 2, 2007, March 10, 2009, December 2021.

• February 02, 2023., notification of new updated website and phone number information for reporting which goes live on February 10, 2023.

• The Policy dated December 13, 2024, updates the name of the corporation to Cosciens Biopharma Inc., replaces and supersedes the Code of Ethical Conduct that was previously approved on August 8, 2023.
   

Ethicspoint

• COSCIENS has selected EthicsPoint, an independent third-party supplier, to provide a confidential and anonymous communication channel for reporting concerns about possible violations to the COSCIENS Code of ethical conduct (the "Code") as well as financial and/or accounting irregularities or fraud. Internet Interface is available in French and English and EthicsPoint call center manages more than 100 languages.

• All inquiries will be handled promptly and discreetly. In order to make the process of inquiry handling easier, we encourage you to identify yourself. However, you have the right to remain anonymous, and confidentiality will be maintained insofar as is possible. COSCIENS employees and/or Contracted employees will not be penalized, dismissed, demoted, or suspended and no retaliatory action will be taken against them for reporting or not, inquiring in good faith about potential breaches of the Code, or for seeking guidance on how to handle suspected breaches.

To Make a Report

You may use either of the following methods:
 

1.   Canada and United States call – 1-844-539-2239

2.   Germany: Wählen Sie:0-800-225-5288 Wählen Sie dann: 844-539-2239

3.   Click here and go to https://secure.ethicspoint.com/domain/en/report_custom.asp?clientid=7829

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• The Company prefers that human resources issues be handled at the local level. Employees and/or Contracted employees are encouraged to speak with someone in their local management or Human Resources staff, if possible, to try to resolve their issues before filing a report. If the issue has not been addressed after a reasonable amount of time, employees and/or Contracted employees are encouraged to make a report..
   

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