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.

Since 1996, the role of Chair of the Board of Directors has been separate from that of the Chief Executive Officer. There were six directors elected by the holders of Patheon’s restricted voting shares at the 2008 annual shareholders meeting on March 27, 2008.  In addition to these six directors, three nominees of JLL Partners, Inc. were elected to the Board as per the terms of the US$150 million convertible preferred share investment in Patheon by JLL Partners in April 2007. 

The Chief Executive Officer of Patheon is a member of the Board of Directors. The Board believes that its current composition allows for a constructive exchange of opinions leading to reasoned and informed decision-making on behalf of Patheon’s shareholders.

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

Peter A.W. Green	Mr. Green is currently Chair of the Board of Patheon Inc. and has held that position since 1996. He is also Lead Director of Superior Plus Inc. and a Director of Gore Mutual Insurance Company. He is a Chartered Accountant.
Wesley P. Wheeler	Mr. Wheeler joined Patheon as Chief Executive Officer on December 3, 2007 and joined the Board of Patheon effective the same date. 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, 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, before which he was Vice President of Marketing for Glaxo Wellcome. 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.
Ramsey A. Frank	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.
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.
Thomas S. Taylor	Mr. Taylor is a Senior Principal 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.
Joaquín B. Viso	Mr. Viso joined the Board of Patheon on December 23, 2004. 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, and a Director of Universidad Central del Caribe and of Scotiabank of Puerto Rico.
Derek J. Watchorn	Mr. Watchorn is 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.
Paul W. Currie	Mr. Currie is Managing Partner of Currie & Co., a strategic advisory firm, which he founded in 1999. From April 2006 to September 2007 Mr. Currie was Executive Vice-President, Corporate Development and Strategy of Electronic Data Systems. Prior to that, Mr. Currie was CEO of Symcor Inc., a provider of business process outsourcing services, from 2000 to 2003. He also held senior positions with Newcourt Credit Group, Inc from 1998 to 1999. Mr. Currie also held a number of accounting management positions from 1985-1998 and was a partner with the accounting firm Coopers & Lybrand between September 1988 and 1997. Mr. Currie received a Bachelor of Business Administration with honours from York University and subsequently became a Chartered Accountant.
Claudio F. Bussandri	Mr. Bussandri was President and CEO of McKesson Canada, a healthcare services company, from 1995 to 2007. Prior to that, Mr. Bussandri was President and CEO of Lantic Sugar Limited, a Canadian sugar refiner, from 1987 to 1995. He also served as Executive Chairman of Lantic’s U.S. subsidiary, Refined Sugar Inc. (RSI), and Executive Chairman of Lantic’s Barbados sugar trading company. Mr. Bussandri has also held senior positions at Nabisco Brands Limited of Canada from 1974 to 1987, including President of the Food Service Division and held management positions with Gillette of Canada from 1969 to 1974. Currently, Mr. Bussandri serves on the Board of Adherex Technologies Inc., is Vice-Chairman of the Board of the McGill University Health Centre (“MUHC”), and is Chairman of MUHC’s Human Resource Committee. He was previously an Executive Board member and former Chairman of the Canadian Association for Pharmacy Distribution Management. Mr. Bussandri received a Bachelor of Engineering (Mechanical) with honours from McGill University and an M.B.A. from the same university.