Exhibit 14.1

Code of Business
Conduct and Ethics

1

---



CODE OF BUSINESS CONDUCT AND ETHICS

INTRODUCTION

Our
Company is committed to operating in accordance with the highest ethical standards and applicable laws, rules and regulations. We place the highest value on the integrity of each employee and
Company representative. Our Company expects not only compliance with applicable laws, rules and regulations, but also responsible and ethical behavior and compliance with this Code of Business Conduct
and Ethics (the "Code") as well as the Policies related to the Code which are set out in the Company's Policy Manual.

This
Code applies to all officers (including senior financial and executive officers), directors and employees of Alderwoods Group Inc., including its affiliates and subsidiaries
(the "Company"). Throughout this Code and the Policies related to the Code, the term "employee" refers to all officers, directors and employees of the Company unless otherwise indicated.

The
Company's Nominating and Corporate Governance Committee of the Board of Directors (the "Corporate Governance Committee") shall be responsible for monitoring compliance with this Code. The
Corporate Governance Committee shall assess the adequacy of the Code periodically and approve any changes to the Code.

In
the event that employees encounter an ethical issue where this Code or other Company policies do not expressly provide an answer, or in the event that employees encounter a situation where they
believe a law, rule or regulation is unclear or conflicts with a provision of the Code, they should feel comfortable contacting a manager or supervisor, a member of the Legal and Compliance
Department; the Human Resources Department; or using one of the other resources described in this section.

No
Code or set of values can address every ethical choice we face in business. Each of us must use good common sense and judgment in our personal conduct and must seek to act in accordance with the
ethical standards described in this Code.

EMPLOYEE RESPONSIBILITIES



2

---





Reporting Suspected Non-Compliance / Whistleblower Hotline



|Ellen Neeman
Senior Vice President, Legal and Compliance
259 Yorkland Road
Toronto, Ontario
M2J 5B2 |  | Aaron Stevenson
Director, Internal Audit
259 Yorkland Road
Toronto, Ontario
M2J 5B2
|--------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------
|Telephone: (416) 498-2460
Fax: (416) 498-2466
Email: ellen.neeman@alderwoods.com                    |  | Telephone: (416) 498-2469
Fax: (416) 498-2466
Email: aaron.stevenson@alderwoods.com



3

---





Olivia
F. Kirtley
Chair, Audit Committee
47 Harwood Road
Louisville, Kentucky
40222

Telephone:
(502) 426-6470
Fax: (502) 412-3277
Email: okirtley@aol.com



4

---





ADDITIONAL RESPONSIBILITIES FOR MANAGERS

Managers and supervisors are expected to demonstrate their personal commitment to the Company's standards of ethics and conduct and to manage their employees
accordingly.



INTERPRETATION/WAIVERS

The Corporate Governance Committee will review any waivers of this Code for Executive Officers and Directors and will make recommendations of any such waivers to
the Board for approval. Any waiver approved by the Board for Executive Officers and Directors will be promptly disclosed to the Company's stockholders, in accordance with applicable laws, rules and
regulations (including the rules of NASDAQ or any stock exchange on which the Company's shares may be listed or traded). Waivers of this Code for any other employee may be made by the Senior
Vice-President Legal and Compliance and then only under special circumstances. Any such waiver will be promptly reported to the CEO and to the Corporate Governance Committee of the Board
at the next scheduled meeting of the Committee.

The
Corporate Governance Committee is responsible for applying this Code to specific situations in which questions are presented to it and has the authority to interpret this Code in any
particular situation.

RELATIONSHIP WITH CUSTOMERS

At the core of the business relationship with customers is the fact that the Company provides services to customers in a time of great personal need.

Obey all laws and regulations

Customer relationships are critical to the success of the Company. In meeting customers' needs, the Company is committed to conducting business with integrity and
according to all applicable laws, rules and regulations.

5

---



Seek business openly and honestly

The Company is committed to marketing products and services fairly and vigorously.



6

---





RELATIONSHIP WITH EMPLOYEES

The Company's most important resource is its employees  the men and women whose skills, energy and commitment to excellence
are the source of the Company's character and central to its market leadership.

Honor the Individual

The Company recognizes the dignity of the individual, respects and trusts each employee, promotes self-development through training that broadens
work-related skills, and values different perspectives and ideas.

Live Our Values

As representatives of the Company to the outside world, and regardless of the pressures inherent in conducting business, employees are expected to act responsibly
and in a manner that will reflect favorably upon the Company as a whole. All employees are expected to carry out their assignments guided by the principles set forth in our Vision, Mission and Values,
this Code and our Company policies.



Avoid Conflicts of Interest

Employees are expected to avoid any situation that may create, seem to create, or be perceived to create a conflict between an employee's personal interests and
the interests of the Company.

Each
employee is expected to read and comply with the Conflicts of Interest Policy. If an employee feels that he or she may have a conflict of interest or a potential conflict of
interest, the Company encourages such employee to disclose the situation to, and obtain approval from, the Senior Vice President, Legal and Compliance.

7

---



Prohibition of Loans

The Company is prohibited from, directly or indirectly, making a loan to an executive officer or director of the Company or guaranteeing any loan or obligation on
behalf of an executive officer or director.

Participation in Company

The Company is committed to an all-inclusive work culture. All people are unique and valuable, and should be respected for their individual abilities
and contributions. The Company aims to provide challenging, meaningful and rewarding opportunities for personal and professional growth of all employees without regard to gender, race, ethnicity,
sexual orientation, physical or mental disability, age, pregnancy, religion, veteran status, national origin or any other legally protected status.

This
policy applies to all phases of the employment relationship, including promotions, demotions, transfers, layoffs or terminations, compensation, use of facilities and selection for
training or related programs.

Positive Work Environment

The Company endeavors to provide all employees an environment that is conducive to conducting business and allows individuals to excel, be creative, take
initiatives, and seek new ways to solve problems, generate opportunities and be accountable for our actions. The Company also encourages teamwork in order to leverage our diverse talents and expertise
through effective collaboration and cooperation.



8

---





Workplace Safety

The Company promotes and maintains a safe and healthy work environment and management of its business in ways that are sensitive to the environment. The Company
will provide a workplace that is free from safety or health hazards or will control such hazards to acceptable levels.

Safeguard Company Property

Safeguarding Company assets is the responsibility of all employees and Company representatives. The Company's ability to serve its customers requires the
efficient and appropriate use of the Company's assets and resources, including information systems resources, land, buildings, equipment, inventory and cash. Employees are expected to:



9

---





Report with Integrity

The Company has an obligation to make and keep books, records and accounts that, in reasonable detail, accurately and fairly reflect the Company's transactions
and to maintain tax records and prepare tax returns that comply with applicable laws, rules and regulations. The Company must also maintain a system of internal accounting controls that meet
applicable laws, rules and regulations, and prepare financial statements in accordance with generally accepted accounting principles and applicable laws, rules and regulations. All employees who are
responsible for any aspect of the Company's internal accounting controls and financial and tax reporting systems (including but not limited to, the chief executive officer, senior financial officers
such as the chief financial officer, principal accounting officers, the controller, comptrollers and persons performing similar functions) must conduct themselves using high ethical standards of
integrity and honesty, in a manner that allows the Company to meet accounting and legal requirements and to prepare financial reports and financial statements that are not false or misleading, and
that present full, fair, accurate, timely and understandable disclosure in the Company's periodic reports and other public communications.

All
employees must conduct themselves using high ethical standards in a manner that allows the Company to prepare financial accounts, other reports and records that are fair, accurate
and appropriately authorized.



Any
uncertainty by an employee about judgments concerning accounting or tax matters should be discussed with a superior or directed to the Legal and Compliance Department; when in doubt,
ask for guidance.

No
one shall take any action to fraudulently influence, coerce, manipulate or mislead any internal or external auditor engaged in the performance of an audit of the Company's financial
statements.

10

---



RELATIONSHIP WITH OUR COMMUNITY

As a corporate citizen in many communities, the Company encourages support of civic organizations and employee involvement in worthwhile causes.

Bribes,
kickbacks, unauthorized rebates or any other form of improper payment, gift, favor or consideration to any Government or Regulatory Official is strictly prohibited.

The
Company abides by all applicable health, safety and environmental laws, rules and regulations in those communities in which we operate.

Our Corporate Compliance Program

A Corporate Compliance Program has been established to coordinate, implement and oversee compliance with the Code and with the Company corporate policies,
procedures and standards.

Compliance
is, first and foremost, the individual responsibility of every employee. The Company fosters an environment in which ethical issues and concerns may be raised and discussed
with supervisors or with others without the fear of retaliation.

THE CORPORATE COMPLIANCE COMMITTEE

The Corporate Compliance Committee shall report to the Company's Corporate Governance Committee. Responsibilities of the Corporate Compliance Committee include:



The
Company's Compliance Department shall be responsible for the operational management of the Corporate Compliance Program. The department will also serve as a resource for the Company
by providing training materials, communications, advice and guidance on matters related to the integrity of the Company and this Code, and support for investigations of allegations of misconduct.

11

---



CONCLUSION

The Company's name and reputation depend, to a large extent, upon employees taking a personal responsibility for maintaining and adhering to this Code as well as
related policies and procedures. All employees are expected to be vigilant to avoid instances of unethical or illegal behavior and the Company has established a system where employees may report
suspected instances of such behavior in a confidential and anonymous manner without fear of retaliation. If any employee has a reason to believe that their concerns have not been addressed, they may
seek advice from any member of the Legal and Compliance Department or the Human Resources Department. In addition, the Employee Handbook can be consulted for information regarding reporting concerns.

12

---