Corporate Governance
Statement of Corporate Governance Practices
The Board of Directors of DRAXIS Health Inc. believes that sound corporate governance practices are essential to the well-being of the Company and its shareholders, and that these practices should be reviewed regularly to ensure that they are appropriate. The Board has carefully considered and reviewed the series of guidelines for effective corporate governance issued by The Toronto Stock Exchange (the "TSX Guidelines"), the corporate governance requirements of the U.S. Sarbanes-Oxley Act of 2002 (the "SOX Requirements") and the corporate governance reforms of the NASDAQ Stockmarket, Inc. (the "NASDAQ Rules"). The Board of Directors believes that the Company's corporate governance practices satisfy the recommendations and rules contained in these various guidelines and regulations. The Board of Directors is also reviewing the proposed corporate governance reforms contained in Multilateral Policy 58-201 entitled "Effective Corporate Governance" recently proposed by the Canadian securities regulators.
Mandate of the Board
The mandate of the Board of Directors is to supervise the management of the business and affairs of the Company. In light of that responsibility, the Board of Directors reviews, discusses and approves various matters related to the Company's operations, strategic direction and organizational structure where required and involves itself jointly with management in ensuring the creation of shareholder value and in serving the best interests of the Company. In April 2004, the Board of Directors adopted a detailed Charter. The Charter specifies that the Board of Directors is responsible for:
- Adopting a strategic planning process for the Company;
- Adopting a communications policy for the Company;
- Overseeing the financial integrity of the Company;
- Monitoring compliance with the corporate objectives of the Company;
- Approving and ascertaining that the Company monitor adherence to its Code of Ethics and Business Conduct;
- Appointing the Chief Executive Officer ("CEO"), monitoring his performance and ascertaining that succession plans are in place with respect to the CEO and senior management;
- Ensuring that appropriate structures and procedures are in place so that the Board can function independently from management;
- Establishing performance measures for the Company and its management;
- Monitoring compliance with legal requirements and ascertaining that the Company has procedures concerning the proper preparation, approval and maintenance of documents and records;
- Approving changes in the By-laws and Articles of Incorporation and agendas for shareholder meetings;
- Approving the Company's legal structure, name and logo; and
- Performing such functions as it reserves to itself or which cannot, by law, be delegated to Committees of the Board of Directors or to management.
Charters
In April 2004, the Board of Directors adopted detailed Charters for the Board of Directors and its Committees.
Charter of the Board of Directors
Charter of the Audit Committee