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Overview
Patheon’s Board of Directors has stewardship and responsibility, on behalf of Patheon’s shareholders, for overseeing the proper and effective management of the Company. In fulfilling its mandate, the Board reviews and approves governance principles and guidelines which are consistent with Patheon’s core principles of integrity, respect and excellence.
Board Composition and Responsibilities
Since 1996, the role of Chair of the Board of Directors has been separate from that of the Chief Executive Officer. Currently there are nine Directors on the Patheon Inc. Board of Directors, including Patheon’s CEO, and four nominees of JLL Partners, Inc. (the holder of over 57% of the restricted voting shares of Patheon Inc.).
Among the Board’s principal responsibilities are the following:
- developing and monitoring Patheon's approach to corporate governance
- responsibilities relating to management, including:
- satisfying itself as to the integrity of executive and senior management and the fostering of a culture of integrity throughout the organization
- succession planning
- reviewing executive compensation and that of senior management
- oversight of the operation of the business, including:
- identifying the principal risks of Patheon’s business and satisfying itself as to the implementation of appropriate risk management systems
- strategic planning
- ensuring the integrity of Patheon's internal control and management information systems
- reviewing Patheon’s corporate disclosure policy
- overseeing pension plan administration and related matters
- monitoring compliance with the Code of Business Conduct.
Generally, at the end of each formal meeting of the Board, the non-management directors meet without management present. In addition, independent directors meet at least once per year without any management directors or any other non-independent directors present.
Board members are able to engage special advisors or consultants, such as independent legal counsel or other professionals, as the Board considers appropriate.
Board of Directors
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Ramsey A. Frank |
Mr. Frank is Chairman of the Board of Patheon Inc. Mr. Frank is a Managing Director of JLL Partners, which he joined in 1999. Prior to joining JLL, Mr. Frank served as Managing Director of Donaldson, Lufkin & Jenrette Securities Corporation, and was also a Managing Director of Smith Barney & Co. and a Vice President at Drexel Burnham Lambert. Mr. Frank holds a bachelor of science degree from Indiana University and a master of business administration with high honours from the University of Chicago. He joined Patheon’s Board of Directors in April 2007. |
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Wesley P. Wheeler
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Mr. Wheeler joined Patheon as Chief Executive Officer in December 2007. Mr. Wheeler also served on the Board of Patheon from December 2007 to April 29, 2009 and re-joined the Board on December 4, 2009. Mr. Wheeler’s 29-year career includes multinational experience in pharmaceutical manufacturing, sales and marketing, R&D and engineering with three global pharmaceutical companies. He joined Patheon from Valeant Pharmaceuticals International, a California-based global specialty pharmaceutical company, where he served most recently as President, North America, R&D and Global Manufacturing. Prior to joining Valeant in 2003, Mr. Wheeler served as President and Chief Executive Officer of DSM Pharmaceuticals Inc., a contract pharmaceutical manufacturer, where he led the organization through a business turnaround, significantly increasing new business, compliance and profitability. Prior to DSM, Mr. Wheeler was Senior Vice-President of Logistics and Strategy for GlaxoSmithKline plc, where he managed the manufacturing rationalization of Glaxo Wellcome and SmithKline Beecham, which included a supply network of over 100 plants in 41 countries. Previous to his manufacturing role, Mr. Wheeler was Vice President of Marketing for Glaxo Wellcome, where he was responsible for antibiotic, antiviral, gastrointestinal and metabolic products, and was instrumental in developing the marketing services infrastructure. Mr. Wheeler joined Glaxo in 1989 after a 12-year career at Exxon Research & Engineering Co. Mr. Wheeler holds a bachelor of science degree in mechanical engineering from Worcester Polytechnic Institute and a master of business administration degree from California Lutheran University. |
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Joaquin Viso |
Mr. Viso founded MOVA Pharmaceutical Corporation in 1986, serving as its President and CEO until August 1, 2005 and as its Chairman until December 31, 2006. Prior to founding MOVA, he was with SmithKline (now GlaxoSmithKline), where he held various senior management positions, including President and General Manager of SmithKline’s operations in Puerto Rico. Mr. Viso holds a Bachelor of Science in Mechanical Engineering from the University of Puerto Rico and a Master of Science in Engineering from the University of Michigan. He is also Chairman of MC-21 Corporation, Alara Pharmaceutical Corporation and Grupo VL, Inc. Mr. Viso served on the Board of Patheon from December 23, 2004 to April 29, 2009 and re-joined the Board on December 4, 2009. |
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Paul S. Levy |
Paul Levy is a Managing Director of JLL Partners, which he founded in 1988. Prior to that, he served as a Managing Director of Drexel Burnham Lambert and as a Chief Executive Officer of Yves Saint Laurent, Inc. He has also worked as Vice President of Administration & General Counsel of Quality Care, Inc. and as an attorney at Stroock & Stroock & Lavan LLP. Mr. Levy holds a bachelor of arts degree from Lehigh University, where he graduated summa cum laude and Phi Beta Kappa, and a J.D. from the University of Pennsylvania Law School. Mr. Levy joined Patheon’s Board of Directors in April 2007. |
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Thomas S. Taylor |
Mr. Taylor is a Managing Director of JLL Partners, which he joined in 2005 after serving as Business Strategy Consultant at The Hartford. Previously, Mr. Taylor was President and CEO of EPIX Holdings, a human resource outsourcer. Prior to that, he served as Vice President and Chief Financial Officer of Colorado Prime Corporation. He also has held various positions at Kraft Foods and PriceWaterhouse. Mr. Taylor holds a bachelor of science degree from Miami University of Ohio and a master of business administration from University of Notre Dame, where he was class valedictorian. He joined Patheon’s Board of Directors in April 2007. |
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Roy T. Graydon |
Mr. Graydon is President, CEO and a Director of Aeroquest International Limited, positions he has held since 2005. From 2003 until 2005, Mr. Graydon was Executive Vice President and Chief Financial Officer of Call-Net Enterprises Inc., a TSX-listed company, and from 2002 until 2003 was Managing Partner of VGC Capital Partners. From 1995 to 2001, Mr. Graydon was Portfolio Manager and then Vice President of Relationship Investing at the Ontario Teachers’ Pension Plan Board where he oversaw the corporate governance activities of the Plan. Mr. Graydon also spent from 1988 to 1995 with TD Securities Inc. in the fields of Mergers & Acquisitions and Corporate Finance. Mr. Graydon is a geophysicist by training and holds an MBA from the University of Western Ontario (1988). Mr. Graydon joined the Board in April 2009. |
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Derek J. Watchorn |
Mr. Watchorn was President, Chief Executive Officer and a director of Revera Inc., a private, wholly owned subsidiary of a Canadian crown corporation. Revera acquired Retirement Residences Real Estate Investment Trust, then a publicly traded issuer, in January 2007. Mr. Watchorn was President, Chief Executive Officer and a trustee of Retirement Residences Real Estate Investment Trust, and a trustee of IPC US Investment Trust, from October 2004 until December 2007. He served in London, England as Executive Vice-President, Strategic Initiatives, of Canary Wharf Group plc from January 2003 until June 2004 and as Executive Director of TrizecHahn Europe from 1999 until 2001. Before and after his senior management roles in Europe, Mr. Watchorn was a senior partner of the law firm Davies Ward Phillips & Vineberg LLP, which he joined in 1968. Mr. Watchorn holds an LL.B. from the University of Toronto and has been a Director of Patheon since 1998. |
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Daniel Agroskin
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Mr. Agroskin is a Principal at JLL Partners, Inc., which he joined in 2005. Prior to joining JLL, he worked at JP Morgan Partners and in Merrill Lynch’s Mergers and Acquisitions Group. Mr. Agroskin is a graduate of Stanford University and the Wharton School of the University of Pennsylvania. Mr. Agroskin joined Patheon’s Board of Directors in December 2009. |
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Brian G. Shaw |
Mr. Shaw is an experienced financial industry executive with particular expertise in capital markets and investing activities. He currently resides in Toronto and is a private investor and corporate advisor. Mr. Shaw is an alumni of CIBC World Markets (and its predecessor firm Wood Gundy) where he was employed for 23 years. He was the Chairman and Chief Executive Officer of CIBC World Markets from 2005- 2008 and prior to that managed the Global Equities Division for a number of years. Mr. Shaw is a CFA, MBA and is currently a Director of the Toronto CFA Society. Mr. Shaw joined Patheon’s Board of Directors in December 2009.
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Committees
The Board’s principal responsibilities are managed by three standing committees of the Board: Audit Committee, Corporate Governance Committee, and Compensation and Human Resources Committee.
The following summarizes the principal duties and responsibilities of these committees, as reflected in their respective charters: |
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| Audit Committee |
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Fulfills responsibilities relating to: |
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reviewing Patheon's financial information, including financial statements and management's discussion and analysis thereof, |
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monitoring adequacy of internal accounting controls and management information systems, |
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overseeing the annual independent audit of Patheon’s financial statements, and |
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establishing procedures relating to complaints and anonymous concerns regarding accounting or auditing matters | |
| Members: |
Brian G. Shaw, Chairman
Thomas S. Taylor
Joaquin B. Viso | |
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| Compensation and Human Resources Committee |
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Reviews and makes recommendations to the Board for purposes of ensuring that policies and programs relating to executive and director compensation: (a) are appropriate in light of individual executive responsibility and performance and the achievement of Patheon’s objectives; and (b) will permit Patheon to attract and retain the services of experienced and highly qualified executives and members of the Board |
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Reviews and makes recommendations to the Board about (a) the specific employment contract and compensation arrangement with Patheon’s Chief Executive Officer and (b) the compensation and incentive programs for the executive officers and senior management of Patheon |
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Ensures that there are effective succession plans in place for the Chief Executive Officer and other senior executives of Patheon |
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Administers Patheon’s Incentive Stock Option Plan as well as Patheon’s other compensation plans, and approves the grant of options or units there under |
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| Members: |
Thomas S. Taylor, Chairman
Joaquin B. Viso
Daniel Agroskin |
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| Corporate Governance Committee |
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Monitors and evaluates Patheon’s corporate governance policies and procedures and proposes improvements as appropriate |
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Acts as a forum for the concerns of individual directors of Patheon about matters which may not be appropriate for discussion in full meetings of the Board, including the performance of management or individual members of management or the performance of the Board or individual directors |
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Recommends candidates for election to the Board
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| Members: |
Ramsey A. Frank, Chairman
Joaquin B. Viso
Thomas S. Taylor |
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Disclosure Policy
Patheon’s Corporate Disclosure Policy guides Patheon in its interactions with shareholders, financial analysts and the public. It reflects the underlying principles that disclosure about material facts and material information about the company should be: (i) timely, factual, accurate and balanced; and (ii) broadly disseminated in accordance with all applicable legal and regulatory requirements. The Policy also reflects "best practices" recommended by the Canadian Investor Relations Institute.
The complete Disclosure Policy is available by clicking on the link below:
 Patheon Inc. Corporate Disclosure Policy (43kb) |
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Insider Trading Policies
Patheon’s Insider Trading Policies are described in general terms in the Company’s Code of Business Conduct, available in the “Overview of Patheon” section of this web site, and the complete policies are available by clicking on the links below. The “Insider Trading Policy for All Personnel” prohibits trading in shares of Patheon securities based on undisclosed material information, prohibits trading during quarterly blackout periods and prohibits short-selling of the Company’s securities. The “Trading Policy for Directors and Senior Officers” includes all of the above plus several additional requirements, including notifying and receiving the approval of the CEO or the General Counsel of any proposed purchase or sale of Patheon’s securities, including the exercise of options granted under Patheon’s Incentive Stock Option Plan.
The complete Insider Trading Policies are available by clicking on the links below:
Patheon Inc. Insider Trading Policy for All Personnel (16kb)
Patheon Inc. Trading Policy for Directors and Senior Officers (17kb)
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Code of Business Conduct
For a full description of Patheon’s Code of Business Conduct please see under About Patheon on the home page.
Please click on the flags below to select a language for the Code of Business Conduct document:
Further Information
Further details of Patheon's approach to corporate governance matters are contained in our Proxy Circular for the most recently completed Annual Shareholders Meeting. |
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