Zalicus
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Highlights
Highlights | Board of Directors | Executive Management | Committee Composition | Guidelines | Code of Conduct | Board of Directors Selection

Our Commitment to Good Corporate Governance

In any business, long-term success is predicated on trust and respect. In the pharmaceutical business that confidence is perhaps more essential. The only reliable path to trust and respect is absolute integrity in everything we do.

At Zalicus, company policies and procedures provide structure for our operation, and ensure that we base our decisions on our shareholders' best interests. We are diligent about meeting requirements of the law, and we adhere to rigorous standards of corporate oversight. We hold ourselves and our colleagues to the highest moral and ethical principles. In short, we manage our affairs honestly and ethically, and we are committed to deserving the trust and respect of our shareholders, academic and commercial collaborators, regulators, employees and other business partners.

On this Corporate Governance page, we have posted our Corporate Governance Guidelines, Code of Ethics and Conduct, and information about our Board of Directors, its committees and their written charters.

Board Committees

Our Board of Directors has established an audit committee, a compensation committee and a nominating and corporate governance committee. The members of each committee are appointed by the Board of Directors.

Audit Committee

Frank Haydu, Chairperson
Michael Kauffman, M.D., Ph.D.
W. James O'Shea

The Audit Committee assists our Board of Directors in its oversight of:

  • the integrity of our financial statements
  • the independent auditor's qualifications and independence
  • the performance of our independent auditors
The Audit Committee has direct responsibility for the appointment, compensation, retention and oversight of the work of our independent auditors, Ernst & Young LLP. We believe that each member of the audit committee satisfies the requirements for membership established by the Nasdaq Global Market and the SEC. The Board of Directors has determined that Mr. Frank Haydu is a “Financial Expert” within the meaning of the rules and regulations of the SEC.

Compensation Committee

Sally Crawford, Chairperson
Michael Kauffman
W. James O'Shea

The Compensation Committee reviews, and makes recommendations to the Board of Directors regarding the compensation and benefits of our executive officers and key managers. The Compensation Committee also administers the issuance of stock options and other awards under our stock plans and establishes and reviews policies relating to the compensation and benefits of our employees and consultants. We believe that each member of the compensation committee satisfies the requirements for membership established by the Nasdaq Global Market and the SEC.

Nominating and Corporate Governance Committee

Sally Crawford
Frank Haydu
Bill Hunter, M.D., Chairperson

The purpose of the Nominating and Corporate Governance Committee is to:

  • identify and nominate members of the Board of Directors
  • develop and recommend to the Board of Directors a set of corporate governance principles applicable to the Company
  • oversee the evaluation of the Board of Directors and management.
We believe that each member of the Compensation Committee satisfies the requirements for membership established by the NASDAQ National Market and the SEC.
Committee Charters
Download Corporate Governance DocumentationAudit Committee
Download Corporate Governance DocumentationCompensation Committee
Download Corporate Governance DocumentationNominating and Corporate Governance Committee