| |
Committee Charters
Audit
Committee
Committee
on Directors and Corporate Governance
Compensation
and Management Development Committee
Science
and Technology Committee Charter
Science
and Technology Committee
Charter
[Download as PDF >>]
Purpose
The
Science and Technology Committee (“Committee”) is
appointed by and acts on behalf of the Board of Directors (“Board”).
It is responsible for periodically reviewing and advising the
Board on the Company’s strategic direction and investment
in research and development and technology (“R&D”).
Such oversight shall include all aspects of R&D as well as
internal and external investments. The Committee is also responsible
for identifying and discussing significant emerging trends and
issues in science and technology and considering the potential
impact of such on the Company.
The
Committee shall have the resources and authority appropriate
to discharge its responsibilities including
the authority to obtain
advice and assistance from consultants to advise the Committee
and free access to members of management.
Composition
The
Committee shall consist of three or more directors
designated by the directors of the Company and approved by a
majority of the whole Board by resolution or resolutions and
the Company’s Chief Scientific Officer. At least one independent
director member of the Committee shall, in the judgment of the
Board of Directors, have scientific research expertise.
The
members of the Committee shall serve one-year terms. The members
of the
Committee shall serve until their resignation, retirement,
or removal by the Board or until their successors shall be appointed.
No member of the Committee shall be removed except by majority
vote of the independent directors of the full Board then in office.
Meetings
The
Committee shall meet at least twice annually, or more frequently
as circumstances dictate.
| Responsibilities
and Duties
The
Committee shall:
|
| 1. |
|
identify
and discuss new and emerging trends in pharmaceutical science,
technology and regulation and assure the Company
makes well-informed choices in the investment of its R&D
resources.
|
| 2. |
|
review,
evaluate and advise the Board regarding the quality, direction
and competitiveness of the Company’s R&
programs.
|
| 3. |
|
review,
evaluate and advise the Board regarding the Company’s
progress in achieving its long-term strategic R&D goals
and objectives.
|
| 4. |
|
review
and make recommendations to the Board on the Company’s
internal and external investments in science and technology.
For any external investments in R&D (e.g., potential
acquisitions, alliances, collaborations, equity investments,
contracts and grants) that require approval by the full
Board, the Committee shall provide the Board with its recommendation
prior to Board action.
|
| 5. |
|
evaluate
its own performance annually.
|
| 6. |
|
review
and reassess the adequacy of this Charter annually and
recommend any proposed changes to the Board for its
approval.
|
|
