Board Mandate
Purpose
The board of directors (the “Board”) of Pacgen Biopharmaceuticals Corporation (the “Corporation”) is responsible for the proper stewardship of the Corporation. The Board is mandated to represent the shareholders to select the appropriate Chief Executive Officer (“CEO”), assess and approve the strategic direction of the Corporation, ensure that appropriate processes for risk assessment, management and internal control are in place, monitor management performance against agreed bench marks, and assure the integrity of financial reports.
Membership and Reporting
- The Board will be comprised of a majority of independent directors and will have a minimum of three members.
- Appointments to the Board will be reviewed on an annual basis. The Corporate Governance and Nominating Committee, in consultation with the CEO, is responsible for identifying and recommending new nominees with appropriate skills to the Board.
- The chairman of the Board (the “Chairman”) will be a non-management director and will be appointed by a vote of the Board on an annual basis.
- The Board will report to the shareholders of the Corporation.
Terms of Reference
Meetings
- The Board will meet as required, but at least once quarterly.
- The independent directors will meet as required, without the non-independent directors and members of management, but at least once quarterly.
Meeting Preparation and Attendance
- In connection with each meeting of the Board and each meeting of a committee of the Board of which a director is a member, each director will:
- review thoroughly the materials provided to the directors in connection with the meeting and be adequately prepared for the meeting; and
- attend each meeting, in person, by phone or by video-conference depending on the format of the meeting, to the extent practicable.
Corporate Planning
The Board will:
- adopt a strategic planning process and approve a strategic plan each year; and
- approve and monitor the operational plans and budgets of the Corporation submitted by management at the beginning of each fiscal year.
Risk Management and Ethics
The Board will:
- ensure that the business of the Corporation is conducted in compliance with applicable laws and regulations and according to the highest ethical standards;
- identify and document the financial risks and other risks that the Corporation must face in the course of its business and ensure that such risks are appropriately managed; and
- adopt a disclosure policy.
Supervision of Management
The Board will:
- to the extent feasible, satisfy itself as to the integrity of the CEO and other executive officers and that all such officers are creating a culture of integrity throughout the Corporation;
- ensure that the CEO is appropriately managing the business of the Corporation;
- ensure appropriate succession planning is in place;
- establish corporate objectives for CEO annually and evaluate the performance of CEO against these corporate objectives;
- consider and approve major business initiatives and corporate transactions proposed by management; and
- ensure the Corporation has internal control and management information systems in place.
Management of Board Affairs
The Board will:
- develop a process for the orientation and education of new members of the Board;
- support continuing education opportunities for all members of the Board;
- in conjunction with the Corporate Governance and Nominating Committee, assess the participation, contributions and effectiveness of the Chairman, and individual board members on an annual basis;
- monitor the effectiveness of the Board and its committees and the actions of the Board as viewed by the individual directors and senior management;
- establish the committees of the Board it deems necessary to assist it in the fulfillment of its mandate; and
- disclose on an annual basis the mandate, composition of the board and its committees.