Corporate Governance and Nominating Committee Mandate
The corporate governance and nominating committee (the “Committee”) of Pacgen Biopharmaceuticals Corporation (the “Corporation”) is responsible for ensuring the integrity of the corporate governance process, board performance, disclosure policy, ombudsman activity, environmental impact, health and safety oversight, material information disclosure, identifying and recommending candidates to the board of directors of the Corporation (the “Board”), ensuring appropriate skill sets are maintained on the Board, and assessing the effectiveness of the individual directors.
Membership and Reporting
- The Committee will be comprised of independent directors and will have a minimum of three members.
- Appointments and replacements to the Committee will be made by the Board and will be reviewed on an annual basis. The Board will provide for continuity of membership, while at the same time allowing fresh perspectives to be added. Each member of the Committee will automatically cease to be a member if he or she ceases to be an independent director.
- The Committee may form and delegate authority to subcommittees if deemed appropriate by the Committee.
- The chairman of the Committee will be appointed by a vote of the Board on an annual basis.
- The Committee will report to the Board, at the next scheduled meeting of the Board, the proceedings of the Committee and any recommendations made by the Committee.
Terms of Reference
- The Committee will meet as required, but not less than twice annually of which one of these meetings must be held prior to the annual general meeting to review and recommend to the Board the new director nominees for such annual general meeting.
- The Committee will develop and revise as necessary, for the review of the Board, the Corporation’s approach to corporate governance issues, including developing a set of corporate governance principles and guidelines that are specifically applicable to the Corporation.
- The Committee will establish systems to monitor for the Board the ongoing application of the corporate governance principles established by the Committee and to prepare and deliver to the Board an annual report on the Corporation’s approach to corporate governance.
- The Committee will establish systems to evaluate the performance of the Board and its committees.
- The Committee will review the existence, terms of coverage and adequacy of directors’ and officers’ insurance maintained by the Corporation.
- The Committee will act as a forum for the concerns of individual directors, employees, or shareholders that may not be addressed at meetings of the Board.
- The Committee will ensure the clear separation of the responsibilities of the Board, the committees of the Board, the Chief Executive Officer, and officers of the Corporation are defined and maintained.
- The Committee will ensure that systems are developed and reviewed at least annually regarding the responsiveness of the Corporation to environmental impact, health and safety, and other regulatory standards.
- The Committee will ensure that a process is established for the orientation and education of new directors, to both the nature and operation of the Corporation’s business and their responsibilities and duties as directors (including the contribution individual directors are expected to make and the commitment of time and resources that the Corporation expects from its directors).
- The Committee will ensure that the directors receive adequate information and continuing education opportunities on an on-going basis to enable them to maintain their skills and abilities as directors and to ensure their knowledge and understanding of the Corporation’s business remains current.
- The Committee will identify, in consultation with the CEO, and recommend new directors with appropriate skills to the Board. The Committee must assess whether each of the candidates so identified will be an independent director. In making its recommendations, the Committee will consider:
(a) the competencies and skills considered necessary for the Board as a whole to possess;
(b) the competencies and skills that each existing director possesses; and
(c) the competencies and skills each new nominee will bring to the Board.
In addition, the Committee will consider whether each new nominee can devote sufficient time and resources to his or her duties as a member of the Board. - The Committee will assess the “participation, contribution, and effectiveness” of the Chairman and all other individual directors on an annual basis.
- The Committee will review and reassess the adequacy of this mandate annually.
- The Committee has the authority, to the extent it deems necessary or appropriate, to retain independent legal or other advisors. The Corporation will provide appropriate funding, as determined by the Committee, for payment of compensation to the advisors employed by the Committee.