Code of Conduct and Ethics Policy

Adopted by the Board of Directors on July 13th, 2026. Effective date: July 13th, 2026.

1. Purpose

Lanfrica Labs is committed to the highest standards of integrity, ethical conduct, accountability, and respect in all of its activities.

This Code of Conduct & Ethics Policy (“Code”) sets out the principles and standards of behavior expected of all Directors, officers, employees, contractors, volunteers, and representatives of Lanfrica Labs.

2. Scope

This Code applies to:

• members of the Board of Directors;
• the Executive Director;
• officers of the Corporation;
• employees and contractors;
• volunteers and representatives acting on behalf of Lanfrica Labs.

3. Core Ethical Principles

All persons covered by this Code shall act in accordance with the following principles:

3.1 Integrity and Honesty

Act honestly, in good faith, and in the best interests of Lanfrica Labs at all times.

3.2 Fiduciary Responsibility

Safeguard the assets, reputation, and mission of the Corporation and use its resources solely for authorized purposes.

3.3 Accountability and Transparency

Support accurate reporting, responsible decision-making, and transparency with stakeholders, funders, and partners.

3.4 Respect and Inclusion

Treat all individuals with dignity and respect, regardless of background, identity, or affiliation, and uphold inclusive and equitable practices.

4. Ethical Decision-Making

When faced with an ethical dilemma or a situation not clearly addressed by this Code, individuals are expected to:

1. act in good faith and in the best interests of the Corporation;
2. consider the Corporation’s mission, values, and reputational impact;
3. comply with applicable laws and funder requirements; and
4. seek guidance from the Executive Director or the Chair of the Board before acting.

Uncertainty does not excuse inaction where disclosure or consultation is appropriate.

5. Legal and Policy Compliance

All persons subject to this Code shall:

• comply with all applicable laws and regulations;
• adhere to the Corporation’s by-laws, policies, and agreements, including:
  • Conflict of Interest Policy;
  • Reserved Matters & Delegated Authority Policy;
  • Executive Director Appointment Agreement (where applicable).

6. Conflicts of Interest

Any actual, potential, or perceived conflict of interest must be:

• disclosed promptly;
• documented in accordance with the Conflict of Interest Policy; and
• managed through recusal or other appropriate safeguards.

Failure to disclose a conflict may constitute a breach of this Code.

7. Gifts, Benefits, and Gratuities

Directors, officers, staff, and representatives shall not accept gifts, favors, benefits, or entertainment that could reasonably be perceived as influencing—or appearing to influence—decision-making on behalf of the Corporation.

Nominal or customary tokens of appreciation with a value not exceeding $50 may be accepted, provided they do not create a real or perceived conflict of interest.

Any gift or benefit exceeding this threshold, or any situation of uncertainty, must be disclosed in accordance with the Conflict of Interest Policy.

8. Political Activity and Lobbying

Lanfrica Labs is a non-profit organization and does not engage in partisan political activity.

Directors, officers, staff, and representatives shall not:

1. engage in political campaigning on behalf of the Corporation;
2. use the Corporation’s resources, name, or funds for political purposes; or
3. represent personal political views as those of the Corporation.

Any permitted advocacy activities must comply with applicable laws and be expressly authorized by the Board.

9. Use of Organizational Resources

Lanfrica Labs resources—including funds, intellectual property, data, systems, and reputation—shall be used:

• only for authorized organizational purposes;
• in a responsible, lawful, and ethical manner.

Personal use of organizational resources is prohibited unless expressly authorized.

10. Confidentiality

All non-public information obtained through association with Lanfrica Labs shall be treated as confidential, unless disclosure is authorized or legally required.

Confidential obligations continue after an individual’s service or engagement ends.

11. Professional Conduct

Prohibited conduct includes, but is not limited to:

• harassment, discrimination, or abuse – harassment and discrimination shall be interpreted in accordance with applicable human rights and employment legislation;
• misrepresentation of the Corporation or its work;
• misuse of authority or position for personal gain;
• retaliation against individuals who raise concerns in good faith.

12. Reporting Concerns

Any person subject to this Code is required to report known or suspected violations of this Code, applicable law, or significant ethical concerns.

Reports may be made through the reporting channels set out in Section 12a.

Reports made in good faith shall not result in retaliation.

12a. Whistleblower Protection and Reporting Mechanism

Lanfrica Labs is committed to providing a safe, confidential, and effective mechanism for reporting concerns related to unethical conduct, legal violations, financial irregularities, misuse of funds, safety risks, or breaches of this Code.

Reporting Channels

Concerns may be reported through any of the following channels:

1. the Executive Director;
2. the Chair of the Board;
3. any member of the Board of Directors; or
4. an external reporting channel designated by the Board, where available.

Anonymous Reporting

Reports may be made anonymously where feasible. Anonymous reports will be reviewed and investigated to the extent practicable.

Investigation Process

All reports will be acknowledged promptly and reviewed in good faith. The Corporation shall conduct a timely, impartial, and confidential investigation appropriate to the nature of the concern. Individuals who are the subject of a report shall be provided an opportunity to respond, except where doing so would compromise the investigation.

Anti-Retaliation

Retaliation against any individual who reports a concern in good faith, or who participates in an investigation, is strictly prohibited. Retaliation constitutes a serious violation of this Code and may result in disciplinary action, up to and including removal or termination.

False or Bad-Faith Reports

This policy does not protect individuals who knowingly make false or malicious reports.

13. Data Protection, Privacy, and Research Ethics

Lanfrica Labs is committed to responsible data stewardship, including the ethical collection, use, storage, and sharing of data.

All directors, staff, and representatives shall:

1. handle personal and sensitive data with care and confidentiality;
2. comply with applicable data protection and privacy laws, including, where relevant, GDPR and applicable African data protection frameworks;
3. respect community, cultural, and research ethics standards applicable to language and AI-related data;
4. use data only for authorized organizational purposes.

Any suspected data breach or misuse of data must be reported promptly in accordance with the Whistleblower and Reporting provisions of this Code.

14. Enforcement and Due Process

Violations of this Code will be addressed fairly, consistently, and in accordance with due process.

Authority and Responsibility

1. Alleged violations by staff or contractors shall be reviewed and addressed by the Executive Director.
2. Alleged violations by the Executive Director or members of the Board shall be reviewed and addressed by the Board of Directors.

Process

The enforcement process shall include, as appropriate:

1. prompt review of the alleged violation;
2. an impartial investigation;
3. notice to the individual concerned;
4. an opportunity to respond before a final determination is made.

Disciplinary Measures

Disciplinary action may include warnings, suspension, termination, removal from office, or other remedies permitted under the by-laws and applicable law.

Board Member Removal

Any removal of a director shall be conducted strictly in accordance with the Corporation’s by-laws and applicable governance policies.

15. Acknowledgment and Training

All directors, officers, staff, and representatives shall acknowledge this Code in writing on appointment and annually thereafter.

New directors and staff shall receive onboarding orientation regarding this Code and related governance policies.

Acknowledgment records shall be retained by the Corporation as part of its governance and compliance records.

16. Review and Amendment

This Code shall be reviewed periodically by the Board and may be amended by Board resolution.

17. Document Control

This Code is reviewed periodically by the Board. Below is a table outlining the history of the document.

18. Governing Law

This Code shall be governed by and interpreted in accordance with the laws of the Province of Québec and the laws of Canada applicable therein.