Committee Composition


Audit Committee Compensation Committee Corporate Governance &
Nomination Committee
Horst G. Zerbe


J. Bernard Boudreau


John S. Marinucci


Bernd J. Melchers


John (Ian) Troup


Clemens Mayr


    Member          Chair

Audit Committee
John S. Marinucci
Bernd J. Melchers
Clemens Mayr
Compensation Committee
J. Bernard Boudreau
John S. Marinucci
John (Ian) Troup
Clemens Mayr
Corporate Governance & Nomination Committee
Horst G. Zerbe
J. Bernard Boudreau
John S. Marinucci

Charter of the Board of Directors

This Charter applies to IntelGenx Technologies Corp. and all its subsidiaries and affiliates.

A. RESPONSIBILITIES OF THE BOARD

The board of directors (the “Board”) of IntelGenx Technologies Corp. (the “Corporation”), subject to the Corporation’s articles and by-laws, any contractual obligations of the Corporation, as a whole and through its committees acting honestly and in good faith in the best interest of the Corporation, is responsible for the stewardship and oversight of the affairs, business and effective management of the Corporation including:

  1. Corporate Strategy and Risk Management
    1. a) Approve the Corporation’s strategic direction, including adoption of a strategic planning process and approving, on an annual basis, the Corporation’s strategic plan which addresses the opportunities and principal risks of the Corporation’s business and appropriate systems to manage these risks.
    2. b) Monitor implementation of the Corporation’s strategic plan and risk management.
    3. c) Approve acquisitions, divestitures, partnerships, joint ventures and strategic alliances that can be expected to have a material impact on the Corporation
  2. Management and Compensation
    1. a) Approve the job description of the CEO, which includes defining management’s responsibilities, and approve the recruitment, appointment, and if necessary, replacement of the CEO.
    2. b) Approve the corporate goals and objectives that the CEO is responsible for meeting relevant to the CEO’s compensation as well as the performance evaluation process, succession plan and development plan for the CEO.
    3. c) Monitor the appointment, allocation of responsibilities and succession planning for other executive officers of the Corporation.
    4. d) Approve:
      1. the framework for compensation of CEO and other executive officers, including material incentive compensation plans (long-term and short-term incentive plans);
      2. any equity-based compensation plans of the Corporation.
      3. any grants to be made under any established equity-based compensation plans.
      4. on an annual basis:
        1. The compensation package for the directors of the Corporation, and
        2. The total compensation for the CEO.
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      1. Financial Accountability, Corporate Performance and Internal Controls
        1. a) Approve the Corporation’s key financial performance targets and metrics.
        2. b) Approve Annual and Quarterly Financial Statements and notes hereto.
        3. c) Approve Annual and Quarterly Management’s Discussion and Analysis of financial results and operations.
        4. d) Approve the annual information form (Form 10-k) and the management proxy circular.
        5. e) Approve changes in authorized capital, issuance and repurchase of shares and issuance of debt securities.
        6. f) Approve significant contracts, transactions and other arrangements that may be expected to have a material impact on the Corporation.
        7. g) Monitor and approve, on an annual basis, the nomination of external auditors for approval by the Corporation’s shareholders at the annual shareholder’s meeting and the fees paid to the external auditor.
        8. h) Monitor implementation of the Corporation’s internal controls.
      2. Organizational Governance and Corporate Communications
        1. a) Approve and monitor compliance with significant corporate policies, including policy addressing communication, disclosure and confidentiality of corporate or material information
          1. Ensure that the Corporation has established effective communication processes with shareholders, the investing public, and with financial, regulatory and other institutions as appropriate.
          2. Implement measures to receive feedback from stakeholders, and
          3. Ensure timely and non-selective disclosure by Management of any developments that have a significant and material impact on the Corporation and approve the content of the Corporation’s major communications to shareholders and the investing public.
        2. b) Report annually to the shareholders on the Board’s stewardship for the preceding year.
      3. Board Governance
        1. a) Approve and monitor compliance with the Corporation’s policies, principles and guidelines relating to corporate governance.
        2. b) Approve required capabilities, expectations and responsibilities of directors, including duties and responsibilities with respect to attendance of Board meetings and advance review of meeting materials.

      2

      c) Approve the proposed candidates for nomination for election to the Board at the next annual general meeting of the shareholders of the Corporation or for appointment to fill any vacancy that has arisen at the Board.

      1. d) Determine the “independence” of directors of the Corporation in accordance with applicable independence standards.
      2. e) Approve the size and membership criteria of the Board.
      3. f) Approve the creation, size, disbanding and composition criteria of Board Committees. g) Approve annually the appointment of the Board Chair and Committee Chairs and the appointment of directors as members of Committees.

      6. Integrity

      1. a) Reasonably satisfy itself as to the integrity of the CEO and other executive officers, including being satisfied that the CEO and other executive officers are creating a culture of integrity throughout the Corporation.
      2. b) Approve any policy and its disclosure addressing corporate integrity and ethical standards, including the Corporation’s code of ethics, and take reasonable steps to monitor compliance.
      3. c) The Board shall have a it’s own written code of conduct and ethics, and review its performance on an annual basis.

      B. MEETINGS

      C.

      1. The Board shall meet at least four times per year.
      2. The independent directors should hold regularly scheduled meetings at least once a year at which the non-independent directors and members of Management are not present.
      3. If and when matters are arising at the meetings of the Board which require decision making and evaluation independent of Management and interested directors, the Board may hold an in-camera session attended only by the independent and non-interested directors, without Management present at such meetings.

      COMMITTEES AND DELEGATION

      1. The Board has the authority to appoint any Board Committees that it considers necessary for the efficient conduct of the business and affairs of the Corporation. Subject to applicable laws, the Board may delegate certain responsibilities and authority to one or more Board members or to a Board Committee but remains accountable for the decisions of such Board member(s) or Board Committee. Authority and functional responsibilities are delegated as reflected in the Charter for each Board Committee.
      2. The Board may create from time to time as required ad hoc Board Committees with finite duration for specific issues.

      3

      D.

      3. The Board may invite Management or others to attend any Board meeting as may be appropriate as non-voting participant.

      BOARD COMPOSITION AND CRITERIA FOR MEMBERSHIP

      1. The Board shall be comprised of a minimum of five (5) and a maximum of ten (10) directors and have a majority of independent directors according to the independence standards as per all applicable corporate and security laws.
      2. Chairman and Vice-Chairman

        1. The Board shall appoint an independent director to act as Chair, or alternatively, shall appoint a director who is not independent to act as Chair and shall also appoint an independent director to act as Vice Chair and Lead Director.
        2. The Chairman is responsible for the activities of the Board and its Committees. The Chair shall act as the spokesman for the Board and is the principal contact for the chief executive officer. The CEO and the Chairman shall meet regularly.
        3. In addition, the Chairman is responsible for:
          1. Ensuring the Board meets its duties;
          2. Determining the agenda of board meetings, chairing such meetings and ensuring that minutes are kept of such meetings.
        4. The Chair and Vice-Chair/Lead Director may serve ex officio on all Committees of the Board, except where such participation is prohibited by regulation or by- law, without additional remuneration.
      3. Corporate Secretary
        1. The Corporate Secretary assists the Board.
        2. The Corporate Secretary sees to it that the Board follows correct procedures and that the Board complies with its obligations under applicable laws and the Corporation’s articles of incorporation.
        3. The Corporate Secretary shall assist the Chairman of the Board in organizing the Board’s activities, including the preparation of the meeting agenda, providing meeting materials and reporting of meetings.

Mandate of the Lead Director/Vice Chair of the Board

  1. Assume the Chair of the Board under any of the following circumstances:
    1. When the Chair is not present
    2. During the Governance portion of the Board Meeting Agenda
    3. When the Chair may be in a real, apparent or perceived situation of conflict of interest in relation to a subject matter before the Board for  discussion and/or decision
    4. Any time at there quest of the Chair or the Board.
  2. Prepare with the Chair the Board Agenda and related materials, with a particular responsibility for the governance portion of the meeting.
  3. Monitor the Board membership with respect to ensuring that the requisite skills and experience are present, and participate in the selection process for new Board Members.
  4. Serve,on governance matters, as a communication link between senior management and the independent Board Members.
  5. Serve ex officio on all Standing Board Committees, with an ongoing responsibility for monitoring the effectiveness of those Committees.
  6. Serve as a resource for special assignments by the Board or any of its Committees.
  7. Perform such other duties of the Chair as may be directed from time to time by the Board.

Code of Ethics

1. Purpose.

The Board of Directors (the “Board”, and each member of the Board, a “Director”) of IntelGenx Technologies Corp., a Delaware corporation (the “Company”) has adopted the following Code of Ethics (the “Code”) to apply to the Chief Executive Officer, each other principal executive officer, the Chief Financial Officer, and Chief Accounting Officer and Corporate Controller, if any, (the Chief Financial Officer, Chief Accounting Officer and Controllers are hereinafter referred to as the “Senior Financial Officers”), as well as to each Director of the Company. The Controllers include higher ranking accounting personnel such as the Corporate Controller, Director of Accounting and Assistant Controller (or their equivalents), if any. The Code is intended to promote ethical conduct and compliance with laws and regulations, to provide guidance with respect to the handling of ethical issues, to implement mechanisms to report unethical conduct, to foster a culture of honesty and accountability, to deter wrongdoing and to ensure fair and accurate financial reporting.

No code or policy can anticipate every situation that may arise. Accordingly, this Code is intended to serve as a source of guiding principles. You are encouraged to bring questions about particular circumstances that may involve one or more of the provisions of this Code to the attention of the Chair of the Audit Committee, who may consult with the Company’s outside legal counsel as appropriate.

2. Introduction.

The Chief Executive Officer, principal executive officers, Senior Financial Officers and Directors are expected to adhere to a high standard of ethical conduct. The reputation and good standing of the Company depend on how the Company’s business is conducted and how the public perceives that conduct. Unethical actions, or the appearance of unethical actions, are not acceptable. In addition to each of the directives set forth below, the Chief Executive Officer, each principal executive officer, each Senior Financial Officer and Director shall be guided by the following principles in carrying out their duties and responsibilities on behalf of the Company:

  • Loyalty, Honesty and Integrity. You must not be, or appear to be, subject to influences, interests or relationships that conflict with the best interests of the Company.
  • Observance of Ethical Standards. When carrying out your duties and responsibilities on behalf of the Company, you must adhere to the high ethical standards described in this Code.
  • Accountability. You are responsible for your own adherence and the adherence of the other officers and Directors to whom this Code applies. Familiarize yourself with each provision of this Code.

3. Integrity of Records and Financial Reporting.

The Chief Executive Officer and Senior Financial Officers are responsible for the accurate and reliable preparation and maintenance of the Company’s financial records. Accurate and reliable preparation of financial records is of critical importance to proper management decisions and the fulfillment of the Company’s financial, legal and reporting obligations. As a public company, the Company files annual and periodic reports and makes other filings with the Securities and Exchange Commission (the “SEC”). It is critical that these reports be timely and accurate. The Company expects those officers who have a role in the preparation and/or review of information included in the Company’s SEC filings to report such information accurately and honestly. Reports and documents the Company files with or submits to the SEC, as well as other public communications made by the Company, should contain full, fair, accurate, timely and understandable disclosure.

The Chief Executive Officer and Senior Financial Officers are responsible for establishing, and together with the Directors or the members of the Company’s Audit Committee, as the case may be, overseeing adequate disclosure controls and procedures and internal controls and procedures, including procedures which are designed to enable the Company to: (a) accurately document and account for transactions on the books and records of the Company and its subsidiaries; and (b) maintain reports, vouchers, bills, invoices, payroll and service records, performance records and other essential data with care and honesty.

To report complaint about our accounting, internal accounting controls or auditing matters or other concerns to the board of directors or the Audit Committee, you may communicate with any of our outside directors as a group or individually.

4. Conflicts of Interest.

You must not participate in any activity that could conflict with your duties and responsibilities to the Company. A “conflict of interest” arises when one’s personal interests or activities appear to or may influence that person’s ability to act in the best interests of the Company. Any material transaction or relationship that reasonably could be expected to give rise to a conflict of interest should be disclosed to the Chair of the Audit Committee. In addition, because conflicts of interest are not always obvious, you are encouraged to bring questions about particular situations to the attention of the Chair of the Audit Committee.

This Code does not describe all possible conflicts of interest that could develop.

Some of the more common conflicts from which you must refrain are set forth below:

  • Family members. You may encounter a conflict of interest when doing business with or competing with organizations in which you have an ownership interest or your family member has an ownership or employment interest. “Family members” include a spouse, parents, children, siblings and in-laws. You must not conduct business on behalf of the Company with family members or an organization with which your family member is associated, unless such business relationship has been disclosed and authorized by the Chair of the Audit Committee.
  • Improper conduct and activities. You may not engage in any conduct or activities that are inconsistent with the Company’s best interests or that disrupt or impair the Company’s relationship with any person or entity with which the Company has or proposes to enter into a business or contractual relationship.
  • Compensation from non-Company sources. You may not accept compensation in any form for services performed for the Company from any source other than the Company.
  • Gifts. You and members of your immediate family may not accept gifts from persons or entities if such gifts are being made in order to influence you in your capacity as an employee or Director of the Company, or if acceptance of such gifts could create the appearance of a conflict of interest.
  • Personal use of Company assets. You may not use Company assets, labor or information for personal use, other than incidental personal use, unless approved by the Chair of the Audit Committee or as part of a compensation or expense reimbursement program.

5. Corporate Opportunities.

The Chief Executive Officer, principal executive officers, Senior Financial Officers and Directors are prohibited from: (a) taking for themselves personally opportunities related to the Company’s business; (b) using the Company’s property, information, or position for personal gain; or (c) competing with the Company for business opportunities; provided, however, if the Company’s disinterested Directors determine the Company will not pursue such opportunity, after disclosure of all material facts by the individual seeking to pursue the opportunity, the individual may do so.

6. Compliance with Laws, Rules and Regulations.

It is the policy of the Company to comply with all applicable laws, rules and regulations, and the Company expects its Chief Executive Officer, principal executive officers, Senior Financial Officers and Directors shall carry out their responsibilities on behalf of the Company in accordance with such laws, rules and regulations and to refrain from illegal conduct.

7. Encouraging the Reporting of any Illegal or Unethical Behavior.

The Company is committed to operating according to the highest standards of business conduct and ethics and to maintaining a culture of ethical compliance. The Chief Executive Officer, principal executive officers, Senior Financial Officers and Directors should promote an environment in which the Company: (a) encourages employees to talk to supervisors, managers and other appropriate personnel when in doubt about the best course of action in a particular situation; (b) encourages employees to report violations of laws, rules and regulations to appropriate personnel; and (c) informs employees that the Company will not allow retaliation for reports made in good faith.

8. Fair Dealing.

The Chief Executive Officer, principal executive officers, Senior Financial Officers and Directors should deal fairly with the Company’s customers, suppliers, competitors and employees. It is the policy of the Company to prohibit any person from taking unfair advantage of another through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice.

9. Waivers.

It is the Company’s policy that waivers of this Code will not be granted except in exigent circumstances. Any waivers of this Code may only be granted by a majority of the Board after disclosure of all material facts by the individual seeking the waiver. Any waiver of this Code will be promptly disclosed as required by law or stock exchange regulation.

10. Conclusion.

You should communicate any suspected violations of this Code, or any unethical behavior encompassed by this Code, promptly to the Chair of the Audit Committee. Violations will be taken seriously and investigated by the Board or by a person or persons designated by the Board and appropriate disciplinary action will be taken in the event of any violations of the Code.

If there are any questions involving application of this Code, guidance should be sought from the Chair of the Audit Committee.

It shall also be the policy of the Company that the Chief Executive Officer, principal executive officers, each Director, the Chief Financial Officer, Chief Accounting Officer and Corporate Controller acknowledge receipt of and certify their willingness to adhere to the foregoing annually and file a copy of such certification with the Audit Committee of the Board.

Audit Committee Charter

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF INTELGENX TECHNOLOGIES CORP.

I. Purpose

The primary function of the Audit Committee is to assist the Board of Directors (the “Board”) of IntelGenx Technologies Corp. (the “Corporation”) in fulfilling its oversight responsibilities by reviewing (i) the financial disclosure of the Corporation, including the Corporation’s financial statements provided to shareholders and the public, (ii) the Corporation’s systems of internal controls regarding finance, accounting, legal compliance and ethical behavior, and (iii) the Corporation’s auditing, accounting and financial reporting processes generally. Consistent with this function, the Audit Committee will encourage continuous improvement of, and foster adherence to, the Corporation’s policies, procedures and practices at all levels.

II. Composition and Quorum

  1. The Audit Committee must be constituted as required under Multilateral Instrument 52-110 – Audit Committees, as it may be amended from time to time (“MI 52-110”) and as required by the rules of any U.S. stock exchange on which any securities of the Corporation are listed.
  2. All members of the Audit Committee must (except to the extent permitted by MI 52-110) be financially literate (which is defined as the ability to read and understand a set of financial statements that present a breadth and level of complexity of the issues that can reasonably be expected to be raised by the Corporation's financial statements); and at least one member of the Audit Committee shall be an “audit committee financial expert” as such term is defined in Item 407(5)(ii) of Regulation S-K, as adopted by the U.S. Securities and Exchange Commission.
  3. The members of the Audit Committee shall be elected by the Board on an annual basis or until their successors shall be duly appointed. Unless a Chair is elected by the full Board, the members of the Audit Committee may designate a Chair by majority vote of the full Audit Committee membership.
  4. Any member of the Audit Committee may be removed or replaced at any time by the Board and shall cease to be a member of the Audit Committee on ceasing to be a Director. The Board may fill vacancies on the Audit Committee by election from among the Board. If and whenever a vacancy shall exist on the Audit Committee, the remaining members may exercise all of its powers so long as a quorum remains.
  5. Quorum for the transaction of business at any meeting of the Audit Committee shall be a majority of the number of members of the Audit Committee or such greater number as the Audit Committee shall determine by resolution.

III. Responsibilities

The responsibilities of the Audit Committee include the following:

Overseeing financial reporting

  1. Review with financial management and the Corporation’s outside auditors all financial statements and related disclosure documents, and obtain explanations from management on all significant variances with comparative periods, before recommending their approval by the Board and their release.
  2. Reviewing with management and the external auditors the quality, and not just the acceptability, of the Corporation’s accounting policies and any changes that are proposed to be made thereto, including (i) all critical accounting policies and practices used, (ii) any alternative treatments of financial information that have been discussed with management, the ramification of their use and the external auditors’ preferred treatment, and (iii) any other material communications with management with respect thereto, and reviewing the disclosure and impact of contingencies and the reasonableness of the provisions, reserves and estimates that may have a material impact on financial reporting.
  3. Reviewing with the external auditors any audit problems or difficulties and management’s response thereto and resolving any disagreement between management and the external auditors regarding financial reporting.
  4. Based on the review of the financial statements and its discussions with management and the external auditors, recommend to the board of directors whether the audited financial statements be included in the Corporation's annual report on Form 10-K filed with the U.S. Securities and Exchange Commission.

Monitoring risk management and internal controls

  1. Monitoring the quality and integrity of the Corporation’s internal control and management information systems, through discussions with management and the auditors.
  2. Overseeing management’s reporting on internal control.
  3. Reviewing on a regular basis and monitoring the Corporation’s risk assessment and management policies.
  4. At least annually, reviewing a report of the external auditors describing the Corporation’s internal quality-control procedures, any material issues raised by the most recent reviews of internal controls and management information systems or by any inquiry or investigation by governmental or professional authorities and any recommendations made and steps take to deal with any such issues.
  5. Assisting the Board with the oversight of the Corporation’s compliance with applicable legal and regulatory requirements.
  6. Establishing procedures for the receipt, retention and treatment of complaints or concerns received by the Corporation regarding accounting, internal accounting controls, or auditing matters, including the anonymous submission by employees of concerns respecting accounting or auditing matters.

Monitoring external auditors

  1. Reviewing the annual written statement of the external auditors regarding all their relationships with the Corporation and discussing any relationships or services that may impact on their objectivity or independence, including the written disclosures and the letter from the external auditor required by applicable requirements of the Public Company Accounting Oversight Board regarding the external auditor's communications with the audit committee concerning independence.
  2. Discussing with the independent auditors the matters required to be discussed under Statement on Auditing Standards (SAS) No. 61, as amended.
  3. Approving the appointment and, if appropriate, the termination (both subject to shareholder approval) of the external auditors and monitoring their qualifications, performance and independence.
  4. Approving any use of that external auditor engaged by the Corporation to examine the financial statements to provide non-audit services prior to its engagement. It is the Committee’s practice to restrict the non-audit services that may be provided by the external auditor in order to eliminate relationships that could appear to impair the objectivity of the external auditor and to eliminate the auditors’ provision of non-audit services that are incompatible with the auditors’ independence.
  5. Approving the basis and amount of the external auditor’s fees for both audit and authorized non-audit services.
  6. Reviewing the audit plan with the external auditors and management and approving the scope, extent and schedule of such audit plan.
  7. Reviewing the Corporation’s hiring policies for employees or former employees of the external auditors.
  8. Ensuring that the external auditors are always accountable to the Audit Committee and the Board and that the Audit Committee has proper and regular access to the external auditors.
  9. Making arrangements for sufficient funds to be available to effect payment of the fees of the external auditors and of any advisors or experts retained by the Audit Committee.

IV. Method of operation

  1. Meetings of the Audit Committee are held on a regular basis, and as required.
  2. The Chair of the Audit Committee develops the agenda for each meeting of the committee in consultation with the Chief Financial Officer. The agenda and the appropriate material are provided to members of the Audit Committee on a timely basis prior to any meeting of the Audit Committee.
  3. The Chair of the Audit Committee reports regularly to the Board on the business of the Committee.
  4. The Audit Committee has at all times a direct line of communication with the external auditors.
  5. The Audit Committee meets on a regular basis without management or the external auditors.
  6. The Audit Committee meets separately with management, the internal and external auditors at least annually, and more frequently as required.
  7. The Audit Committee may, in appropriate circumstances, engage external advisors, subject to advising the Chairman of the Board thereof, and the Audit Committee has the authority to set up and pay the compensation for any advisors engaged by the Audit Committee.
  8. The Audit Committee annually reviews its mandate and reports to the Board on its adequacy and publication requirements.

Nothing contained in this mandate is intended to expand applicable standards of conduct under statutory or regulatory requirements for the directors of the Corporation or the members of the Audit Committee. Members of the Audit Committee are entitled to rely, absent knowledge to the contrary, on (i) the integrity of the persons and organizations from whom they receive information, (ii) the accuracy and completeness of the information provided, and (iii) representations made by management as to the non-audit services provided to the Corporation by the external auditor. The Audit Committee’s oversight responsibilities are not established to provide an independent basis to determine that (i) management has maintained appropriate accounting and financial reporting principles or appropriate internal controls and procedures, or (ii) the Corporation’s financial statements have been prepared and, if applicable, audited in accordance with generally accepted accounting principles.

While the Audit Committee has the responsibilities and authority set forth in this Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Corporation’s financial statements are complete and accurate and are in accordance with generally accepted accounting principles. This is the responsibility of management and the independent auditors. Nor is it the duty of the Audit Committee to conduct investigations, to resolve disagreements, if any, between management and the external auditor or to assure compliance with laws and regulations.

Compensation Committee Charter

Overview and Purpose

The Compensation Committee (the “Committee”) is responsible for performing the duties set out in this Charter to enable the Board of Directors (the “Board”, and each Director, a “Director”) to discharge its responsibilities and obligations with respect to:

  • developing and reviewing compensation plans, particularly those relating to executive officers, Board members and Committee members, as well as providing guidance on the Corporation’s overall compensation structure;
  • managing compensation related risk.
Committee Membership

The Committee will be comprised of a minimum of three independent Directors provided that a majority of the Directors of the Committee shall meet the independence requirements of applicable securities laws, the U.S. Security Exchange Commission and the listing standards of the Toronto Venture Exchange (an “Independent Member”). A Chair of the Committee will be appointed.

The Board will appoint the members of the Committee and the Chair annually following the annual general meeting. The independent Directors of the Board may appoint a member to fill a vacancy or remove and/or replace a member at any time.

Attendance at Meetings

The Committee shall meet as frequently as it determines necessary but not less frequently than three times each year. Meetings may be called by the Chair or by a majority of members. At least forty-eight hours prior notice of such meetings will be given to Committee members, unless otherwise agreed to by all members of the Committee.

Meetings are chaired by the Chair or, in the Chair’s absence, by a member chosen by the Committee. The Chair may establish rules and procedures to be followed at meetings of the Committee. The Committee shall produce written minutes of its meetings and shall provide the Board with a report of its activities and proceedings.
A quorum for the transaction of business at any meeting of the Committee is a majority of members and the vote of a majority of the members present will be an act of the Committee. Meetings may be conducted with members physically present, or by telephone or other communication facilities which permit all persons participating in the meeting to hear or communicate with each other. A written resolution signed by all Committee members is as valid as one passed at a Committee meeting.

Directors not on the Committee may attend meetings at the invitation of the Chair. Members of the Committee may invite members of management or other outside consultants to attend Committee meetings as determined necessary or desirable.

Responsibilities and Duties

The responsibilities and duties of the Committee with respect to its mandate are set forth below. In addition, the Committee may perform such other duties as may be necessary or appropriate under applicable law, the U.S. Security Exchange Commission, the Toronto Venture Exchange regulations or as may be delegated to the Committee by the Board from time to time.

The Committee has the authority to delegate some or all of its responsibilities to a subcommittee from time to time, provided that the subcommittee is comprised of Independent Members.

Compensation
  • Reviewing the Corporation’s compensation plans, particularly those relating to executive officers including in respect of salary and salary structure for executives, bonus awards, stock option grants, incentive plans and policies and making recommendations in connection therewith to the Board for approval.
  • Annually reviewing the adequacy and form of compensation of the Directors and Committee members to ensure it realistically reflects the responsibilities and risks involved and making appropriate recommendations to the Board for approval.
  • Conducting periodic reviews of the Corporation’s compensation philosophy (including the retention of outside consultants as deemed appropriate), as well as developing and fostering a compensation policy that rewards the creation of shareholder value and reflects an appropriate balance between short and long-term performance.
  • Reviewing and recommending to the Board for approval a compensation report for inclusion in the Corporation’s annual report on Form 10K.
  • Annually meeting with the Audit Committee to consider the Corporation’s key business risks and how the Corporation’s compensation policies and programs mitigate or promote excessive risk.
  • Annually reviewing the Corporation’s compensation policies and programs to ensure that they motivate an appropriate level of risk-taking and implementing and/or amending the Corporation’s policies and programs to ensure that they mitigate or do not promote excessive risk-taking.

Corporate Governance and Nominating Committee Charter

Overview and Purpose

The Corporate Governance and Nominating Committee (the “Committee”) is responsible for performing the duties set out in this Charter to enable the board of directors (the “Board”, and each director, a “Director”) to discharge its responsibilities and obligations with respect to identifying and recommending candidates for election to the Board and all committees of the Board; The Corporate Governance and Nominating Committee (the “Committee”) is responsible for performing the duties set out in this Charter to enable the board of directors (the “Board”), and each Director to discharge its responsibilities and obligations with respect to:

  • developing an effective corporate governance system for IntelgenX Technologies Corp. (the “Corporation”);
  • reviewing and assessing on an ongoing basis the Corporation’s corporate governance and public disclosure;
  • identifying and recommending candidates for election to the Board and all committees of the Board;

Committee Membership

The Committee will be comprised of a minimum of three Directors provided that a majority of the Directors of the Committee shall meet the independence requirements of applicable securities laws and the listing standards of the Toronto Stock Exchange (an “Independent Member”). A Chair of the Committee will be appointed.

The Board will appoint the members of the Committee and the Chair annually following the annual general meeting. The independent Directors of the Board may appoint a member to fill a vacancy or remove and/or replace a member at any time.

Attendance at Meetings

The Committee shall meet as frequently as it determines necessary but not less frequently than twice each year. Meetings may be called by the Chair or by a majority of members. At least forty-eight hours prior notice of such meetings will be given to Committee members, unless otherwise agreed to by all members of the Committee.

Meetings are chaired by the Chair or, in the Chair’s absence, by a member chosen by the Committee. The Chair may establish rules and procedures to be followed at meetings of the Committee. The Committee shall produce written minutes of its meetings and shall provide the Board with a report of its activities and proceedings.

A quorum for the transaction of business at any meeting of the Committee is a majority of members and the vote of a majority of the members present will be an act of the Committee. Meetings may be conducted with members physically present, or by telephone or other communication facilities which permit all persons participating in the meeting to hear or communicate with each other. A written resolution signed by all Committee members is as valid as one passed at a Committee meeting.

Directors not on the Committee may attend meetings at the invitation of the Chair. Members of the Committee may invite members of management or other outside consultants to attend Committee meetings as determined necessary or desirable.

Responsibilities and Duties

The responsibilities and duties of the Committee with respect to its mandate are set forth below. In addition, the Committee may perform such other duties as may be necessary or appropriate under applicable law, Toronto Stock Exchange regulations or as may be delegated to the Committee by the Board from time to time. The Committee has the authority to delegate some or all of its responsibilities to a subcommittee from time to time, provided that the subcommittee is comprised of Independent Members.

Corporate Governance

  • Developing appropriate corporate governance principles and practices.
  • Reviewing the corporate governance principles of the Corporation from time to time to ensure compliance with changing regulatory requirements and best practices.
  • Providing continuing education of corporate governance issues, legal requirements and trends.
  • Reviewing the Corporation’s key public disclosure documents including its annual report and all proxy materials.
  • Ensuring that Directors and committee members can engage special advisors, from time to time, at the expense of the Corporation.
  • Reviewing the size, duties and responsibilities of the Board, all Board committees and all position descriptions from time to time.
  • Reviewing the duties and responsibilities of the CEO from time to time and to the extent necessary commending changes for approval of the Board.

Nomination of Directors

The Committee is responsible for identifying and recommending candidates for election to the Board and all committees of the Board. As part of its mandate with respect to nominating functions, the NC is responsible for:

  1. developing the criteria, profile and qualifications for new nominees to fill vacancies on the Board and recommending same for approval of the Board;
  2. identifying, interviewing and recruiting new nominees to fill vacancies on the Board as may be required;
  3. recommending for the approval of the Board the nominees to stand for election as directors at each annual meeting of Shareholders or otherwise to be appointed by the Board to fill any vacancy on the Board from time to time;
  4. reviewing and recommending to the Board for approval, the need, composition, membership and chairmanship of all committees of the Board, ensuring they are comprised of members consistent with our Charter;
  5. establishing an orientation program for new Board members.

In considering a potential candidate, the Nomination Committee considers both the qualities and skills that the Board, considered in its entirety, currently possesses and that the Board should possess. Based on the skills and experiences already represented on the Board, the NC will consider the experience, personal attributes and qualities that a candidate should possess in light of the anticipated growth and development of the Corporation. Moreover, the Nomination Committee recognizes the benefits of promoting diversity at the Board level. Diverse perspectives linked in common purpose contribute to innovation and growth of the Corporation. In considering candidates and selecting nominees for the Board, diversity, including gender diversity, is an important factor considered by the Nomination Committee. In assessing a candidate’s suitability, the NC also takes into consideration the existing commitments of the individual to ensure that each member has sufficient time to discharge such member’s duties.

Notwithstanding that the Nomination Committee is charged with the responsibility of identifying potential new Board members, all members of the Board are eligible to put forth candidates for the CGNC Committee to consider. Additionally, the Board may engaged recruiting firms to assist with identifying qualified candidates. Once candidates have been approved by the CGNC Committee and their interest level gauged, the entire Board discusses, both formally and informally, the suitability of a particular candidate.