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Board of Directors' Mandate
The Board of Directors (the “Board) of Medicure Inc. (the “Company”) is responsible for the stewardship of the Company and for supervising the management of the business and affairs of the Company, in accordance with applicable law, the Company’s Bylaws and applicable rules and regulations of the Toronto Stock Exchange and the American Stock Exchange.
The Board is elected by the shareholders and represents all shareholders’ interests in continuously creating shareholder value. The following is the mandate of the Board.
- Advocate and support the best interests of the Company.
- Review and approve strategic, business and capital plans for the Company and monitor management’s execution of such plans.
- Review whether specific and relevant corporate measurements are developed and adequate controls and information systems are in place with regard to business performance.
- Review the principal risks of the Company’s business and pursue the implementation by management of appropriate systems to manage such risks.
- Monitor progress and efficiency of strategic, business, and capital plans and require appropriate action to be taken if performance falls short of goals.
- Review measures implemented and maintained by the Company to ensure compliance with statutory and regulatory requirements.
- Select, evaluate, and compensate the President and Chief Executive Officer (“CEO”).
- Annually review appropriate senior management compensation programs.
- Adopt a disclosure policy for the Company and monitor the practices of management against the Company’s disclosure policy to ensure appropriate and timely communication to shareholders of material information concerning the Company.
- Monitor safety and environmental programs.
- Monitor the development and implementation of programs for management succession and development (including appointing, training and monitoring senior management).
- Approve selection criteria for new candidates for directorship.
- Provide new directors with a comprehensive orientation, and provide all directors with continuing education opportunities.
- Assure shareholders of conformity with applicable statutes, regulations and standards (for example, environmental risks and liabilities, and conformity with financial statements).
- Regularly conduct assessments of the effectiveness of the Board, as well as the effectiveness and contribution of each Board committee and each individual director.
- Establish the necessary committees to monitor the Company.
- Provide advice to and act as a sounding board for the President and CEO.
- Discharge such other duties as may be required in the good stewardship of the Company.
- To the extent feasible, ensure that the President and CEO and other executive officers create a culture of integrity throughout the Company.
- Adopt a strategic planning process and approve, on at least an annual basis, a strategic plan, which takes into account, among other things, the opportunities and risks of the business.
- Develop the Company's internal control and management information systems.
- Develop the Company's approach to corporate governance, including the development of a set of corporate governance principles and guidelines that are specifically applicable to the Company.
- Permit stakeholders to provide feedback to at least one independent Director annually at the Company’s Annual General Meeting.
Members of the Board of Directors are expected to review available meeting materials in advance, to attend all regularly scheduled Board meetings, and Committee meetings of which they are a member, whenever possible, and to devote the necessary time and attention to effectively carry out their responsibilities as directors.
The Board shall review and reassess the adequacy of this Mandate at least annually and otherwise, as it deems appropriate. The performance of the Board shall be evaluated with reference to this Mandate annually.
The Board shall ensure that this Mandate is disclosed on the Company’s website (www.medicure.com) and that this Mandate or a summary of it which has been approved by the Board is disclosed in accordance with all applicable securities laws or regulatory requirements.
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Management Team 
Analyst Coverage 