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Corporate governance is the system of rules, relationships, practices, and processes that directs and controls the actions of an issuer. It covers the relationships among an issuer’s board of directors, its executive officers, its shareholders and other stakeholders, and the mechanisms for holding the board and executive officers accountable. The Board of Directors (“the Board”) of Antibe Therapeutics Inc. (“the Corporation”) is committed to maintaining sound corporate governance practices that are in the interests of its shareholders and that contribute to effective and efficient decision-making. Set out below is a description of the Corporation’s system of corporate governance as required by National Instrument 58-101 – Disclosure of Corporate Governance Practices (“NI 58-101”).
Pursuant to NI 58-101, a director is independent if he or she has no direct or indirect material relationship with the issuer that could, in the view of the issuer’s board of directors, be reasonably expected to interfere with the exercise of a member’s independent judgment. Certain directors are deemed to have a material relationship with the issuer by virtue of their position or relationship with the Corporation.
The Board is comprised of Walt Macnee (Chair), Roderick Flower, Robert Hoffman, Amal Khouri, Dan Legault, Jennifer McNealey, John Wallace and Yung Wu. The independent directors are Walt Macnee, Roderick Flower, Robert Hoffman, Amal Khouri, Jennifer McNealey and Yung Wu. Dan Legault and John Wallace are not considered independent directors as they both hold positions as executive officers of the Corporation.
The members of the Board have been elected by the shareholders to oversee the management of the business and affairs of the Corporation and are mandated to act with a view to the best interests of the Corporation as a whole at all times. The Board reviews its procedures on an ongoing basis to ensure that it can function independently of management. Currently, the Board is satisfied that it discharges its responsibility for independent oversight of management given that the majority of the Board is independent, the requirement for directors to disclose any conflicts of interest, and the ability of the independent directors to hold in camera meetings and to form ad hoc independent board committees as deemed necessary.
Orientation and Education
The Corporation does not have a formal program for the orientation of new directors or for the continuing education of current directors. However, as part of its written mandate, the Board is responsible for ensuring that directors receive a comprehensive orientation and ongoing education. Accordingly, prior to each Board meeting there is a general discussion of the business of the Corporation, which provides new and existing directors with a reasonable overview of current operations. In addition, legal, financial and industry experts are invited to attend Board meetings from time to time to discuss matters within their particular areas of expertise, which serves to provide continuing education opportunities for the directors. Given the current size and composition of the Board, the Board considers these informal measures to be appropriate for the Corporation at this time.
Ethical Business Conduct
The Board has adopted a formal written Code of Business Conduct and Ethics to assist all directors, officers, employees, consultants, and contractors in maintaining the highest standard of ethical conduct in corporate affairs. The purpose of the Corporation’s Code of Business Conduct and Ethics is to promote a culture of honesty, courtesy, professionalism, accountability, and fair business practice.
Nomination of Directors
The Governance and Nomination Committee is responsible for establishing the selection criteria for new directors and for recommending candidates for directorship to the Board. Responsibility for the selection of candidates for nomination or appointment falls to the Board as a whole. In connection with the recommendation and selection of a candidate, the Governance and Nomination Committee and the Board may take into consideration: (i) the competencies and skills necessary for the Board as a whole, and for each individual director, to possess; (ii) the competencies and skills of the current directors and of each nominee; (iii) the ability of each nominee to devote sufficient time and resources to his or her duties as a member of the Board, (iv) the recommendations of the chairperson of the Board, as appropriate, and (v) any other information deemed relevant.
The Corporation does not have a formal process in place for assessing the effectiveness of the Board, the chairperson of the Board, each committee of the Board and their respective chairperson, or individual directors. Given the Corporation’s size, its stage of development, and the size and composition of the Board, the Board does not consider a formal assessment process to be necessary at this time.
The Board has three (3) standing committees: the Audit Committee, the Governance and Nomination Committee, and the HR and Compensation Committee.
Antibe is relying on Section 6.1 of National Instrument 52-110 – Audit Committees (“NI 52-110”) with respect to the exemption from Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of NI 52-110. The Audit Committee is governed by its charter. A copy of the text of the Audit Committee’s charter, established in accordance with NI 52-110, is set out in Schedule B of its latest Information Circular.
The Audit Committee is comprised of Robert Hoffman (Chair), Rod Flower and Jennifer McNealey. All members of the Audit Committee are considered independent as defined in NI 58-101. All members of the Audit Committee are financially literate within the meaning of NI 52-110.
Each of the above-noted individuals has acted as a senior officer, director, or audit committee member of other public issuers or financially regulated corporations in the past and as such has obtained experience in performing responsibilities as a member of the Audit Committee. In such capacity, each of the above-noted individuals has experience in the preparation, analysis and/or evaluation of financial statements generally and an understanding of internal controls and procedures for financial reporting. Based on the foregoing, it is the Board’s conclusion that each of the members of the Audit Committee has an understanding of the accounting principles used by the Corporation to prepare its financial statements, the ability to assess the general application of such accounting principles in connection with the accounting for estimates, accruals and reserves and experience in evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Corporation’s financial statements.
In the event that the Corporation wishes to retain the services of the Corporation’s external auditors for tax compliance, tax advice, tax planning or other non-audit services, such services must be pre-approved by the Audit Committee.
Governance and Nomination Committee
The Governance and Nomination Committee is comprised of Jennifer McNealey (Chair), Walt Macnee and Yung Wu. All members of the Governance and Nomination Committee are considered independent as defined in NI 58-101.
The Governance and Nomination Committee is committed to maintaining sound corporate governance practices that promote the interests of stakeholders while supporting ethical conduct, sound decision-making and compliance with applicable laws and standards.
HR and Compensation Committee
The HR and Compensation Committee is comprised of Roderick Flower (Chair), Robert Hoffman and Amal Khouri. All members of the HR and Compensation Committee are considered independent as defined in NI 58-101.
The HR and Compensation Committee is committed to ensuring fair and equitable compensation practices and maintaining a competitive compensation program that aligns with stakeholder interests, reinforces a culture based on the highest ethical standards, and attracts and retains the diverse workforce needed to fulfill the Corporation’s mission and strategic goals.
The HR and Compensation Committee is primarily responsible for administering the Corporation’s compensation plans and for assessing the compensation packages for the directors and executive officers, including the Chief Executive Officer.
1. Certificate of Incorporation and Amendments (PDF)
2. Majority Voting Policy (PDF)
3. Advance Notice By-law (PDF)
4. Position Description for the Chairperson of the Board (PDF)
5. Board Mandate (PDF)
6. Board Committee Charters
a) Audit Committee (PDF)
b) Governance and Nomination Committee (PDF)
c) HR and Compensation Committee (PDF)