Board of Directors Responsibilities and Composition
The Board of Directors (the "Board") of the Corporation assumes stewardship of the Corporation’s overall administration and supervises the management of the Corporation's operations with the objective of increasing shareholder value. The Board is also responsible for taking all reasonable measures to satisfy itself as to the integrity of management and ensuring that management creates a culture of integrity throughout the Corporation.
On December 4, 2014 the Board adopted and approved a written mandate delineating its role and responsibilities.
The Board is currently comprised of seven (7) directors, six (6) of which are independent. In addition to the Board, two committees were formed to assist the Directors in their responsibilities; the Audit Committee and the Nominating, Governance and Compensation Committee.
The Audit Committee assists the Board by reviewing the financial reporting process, the system of internal control, the audit process as well as the Corporation's process for monitoring compliance with laws and regulations, and with the Code of Ethical Conduct. The Audit Committee, which is formed of a minimum of three (3) independent directors, recommends the appointment of external auditors to the Board.
The Audit Committee Charter was revised and approved by the Board of Directors on March 23, 2010.
Nominating, Governance and Compensation Committee
The Nominating, Governance and Compensation Committee (the "Governance Committee") assists the Board in developing the Corporation's approach to corporate governance issues, proposing new Board nominees, assessing the effectiveness of the Board and its committees, their respective chairs and individual directors. This committee also assists the Board in discharging its responsibilities relating to executive and other human resources hiring, assessment, compensation and succession planning. The Governance Committee is formed of a minimum of three (3) independent directors.
On March 23, 2010, the Board adopted and approved a written mandate delineating its role and responsibilities.
Code of Ethics
The Code of ethical conduct (PDF-240K) was adopted by the Board of Directors on March 29, 2004 and amended by the Board of Directors on November 3, 2004, December 13, 2005, March 2, 2007, March 10, 2009 and January 24, 2018. View the Code of ethical conduct here.
In addition, the Board of Directors of Aeterna Zentaris Inc. has adopted the following Code of Business Conduct and Ethics for Directors of the Corporation. This Code of Business Conduct and Ethics was adopted and approved by the Board of Directors on August 7, 2014 and amended by the Board of Directors on December 4, 2014. View the Code of Business Conduct and Ethics here.
Our commitment: Aeterna Zentaris and its subsidiaries are committed to preserving the reputation of the Company for integrity and excellence and conducting the businesses and activities of the Company honestly and ethically and in compliance with applicable laws, rules and regulations.
Aeterna Zentaris is responsible for and committed to providing accurate and reliable financial reporting. To support that goal, we have established this communication channel for employees and other stakeholders to report, on a voluntary basis, their concerns regarding the integrity of Aeterna Zentaris accounting, internal accounting controls or auditing matters (Financial Matters).
Aeterna Zentaris has selected EthicsPoint, an independent third-party supplier, to provide a confidential and anonymous communication channel for reporting concerns about possible violations to the Aeterna Zentaris Code of ethical conduct (the "Code") as well as financial and/or accounting irregularities or fraud. Internet Interface is available in French and English and EthicsPoint call center manages more than 100 languages.
All inquiries will be handled promptly and discreetly. In order to make the process of inquiry handling easier, we encourage you to identify yourself. However, you have the right to remain anonymous, and confidentiality will be maintained insofar as is possible. Aeterna Zentaris employees will not be penalized, dismissed, demoted or suspended and no retaliatory action will be taken against them for reporting or not, inquiring in good faith about potential breaches of the Code, or for seeking guidance on how to handle suspected breaches.
To make a report
The Company prefers that human resources issues be handled at the local level. Employees are encouraged to speak with someone in their local management or Human Resources staff, if possible, to try to resolve their issues before filing a report. If the issue has not been addressed after a reasonable amount of time, employees are encouraged to make a report.