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Corporate Governance
The Board of Directors of the Corporation believes that a clearly defined system of corporate governance is essential to the effective and efficient operation of the Corporation. The system of corporate governance should reflect the Corporation's particular circumstance, having always as its ultimate objective, the best long-term interests of the Corporation and the enhancement of value for all Shareholders. Since the Corporation is listed on the TSX and Amex, the Corporation is also required to comply with the corporate governance rules and guidelines of both the TSX and Amex, as well as the rules of both Canadian and U.S. securities regulators.
The Sarbanes-Oxley Act of 2002, as amended ("Sarbanes-Oxley") introduced extensive corporate governance and disclosure reforms in the United States. These also apply to the Corporation as its securities are subject to the reporting requirements of the U.S. Securities Exchange Act of 1934, as amended, and are listed on a United States stock exchange.
Based on its review of corporate governance requirements, the Corporation believes that it complies with all corporate governance rules now applicable to it and intends to comply with any new or additional corporate governance standards that will be applicable to the Corporation in the future.
Independence of Board of Directors
Each of the TSX Guidelines, the Amex Requirements and Sarbanes-Oxley requirements contain provisions respecting the independence of the boards of directors of companies. Under the TSX Guidelines, an "unrelated" director is a director who is independent of management and is free from any interest and any business or other relationship which could, or could reasonably be perceived to materially interfere with the directors' ability to act with a view to the best interests of the Corporation, other than interests that arise as a result of shareholdings. The TSX Guidelines also make a distinction between inside directors (directors who are also members of management) and outside directors.
Four out of five of the Corporation's directors would be considered unrelated under the TSX Guidelines.
Charters and Guidelines
Medicure's Corporate Governance & Compliance Program has been, and continues to remain, a priority for executives, senior management and Medicure's board of directors. All of our directors and employees are required to comply with stringent standards for ethical and responsible business conduct.
- All of our board members are independent with the exception of the company's Chief Executive Officer.
- Our Audit and Finance, and Executive Compensation and Corporate Governance Committees are comprised solely of independent directors.
- Our independent auditors, KPMG, LLP, report directly to the Audit Committee.
- We maintain a business code of ethics that is communicated to all directors and employees.
We would encourage our stockholders to view the various charters and guidelines contained in this website.
For a complete discussion of Medicure's corporate governance practices, please refer to the Company's Management Proxy Circular.
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