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.
