Corporate Governance

Lorus firmly believes in responsible and accountable corporate governance. To that end, the Company has established a variety of Board of Directors sub committees to address critical areas of corporate governance; these include:

In addition, Lorus’ management and Board of Directors are committed to ensuring that the Company and its employees operate in an ethical manner, that material information is appropriately disclosed to the public on a timely basis and that every reasonable attempt is made to ensure that trading in its shares is fair and equitable to all current and prospective shareholders. All employees are encouraged to report what they believe to be unethical or questionable practices, without fear of reprisal. The Company also provides employees with access to an anonymous whistleblower hotline.

The following policies mandate business practices at Lorus that are provided to all employees at the time of hire and are re-circulated to each year for review.

  • Code of Business Conduct and Ethics
  • Disclosure and Insider Trading Policy

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is appointed by the Board of Directors of Lorus Therapeutics Inc. to assist the Board in carrying out its responsibilities by reviewing corporate governance and Board nominee issues and making recommendations to the Board as appropriate. In particular, the Committee is responsible for identifying qualified individuals to become Board members, consistent with any criteria approved by the Board, recommending to the Board proposed nominees for election to the Board at the next annual meeting of shareholders, and developing and recommending to the Board corporate governance principles applicable to the Corporation.

Audit Committee

The Audit Committee is a committee of the Board of Directors of the Company. The primary function of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities. The Audit Committee’s primary duties and responsibilities are to:

  1. serve as an independent and objective party to monitor the integrity of the Company’s financial reporting process and systems of internal controls regarding finance, accounting, and legal compliance;
  2. identify and monitor the management of the principal risks that could impact the financial reporting of the Company;
  3. monitor the independence and performance of the Company’s independent auditors;
  4. provide an avenue of communication among the independent auditors, management, and the Board; and
  5. encourage continuous improvement of, and foster adherence to, the Company’s policies, procedures and practices at all levels.

The Audit Committee has the authority to conduct any investigation appropriate to fulfilling its responsibilities, and it has direct access to the independent auditors as well as anyone in the Company. The Audit Committee has the ability to retain, at the Company’s expense, special legal, accounting, or other consultants or experts it deems necessary in the performance of its duties. To view a complete copy of the Audit Committee Charter click here (PDF).

Compensation and Human Resources Committee

The Compensation Committee is appointed by the Board of Directors of Lorus Therapeutics Inc. to assist the Board in carrying out its responsibilities by reviewing management resources and compensation issues and making recommendations to the Board as appropriate.

The Compensation Committee's mandate is to review, and advise the Board of Directors on the recruitment, appointment, performance, compensation, benefits and termination of Executive Officers. The Compensation Committee also administers and reviews procedures and policies with respect to Lorus' Stock Option Plan, employee benefit programs, pay equity and employment equity. The philosophy of the Compensation Committee towards Executive Officer compensation is to reward performance and to provide a total compensation package that will attract and retain qualified, motivated and achievement oriented Executive Officers. The Compensation Committee attempts to create compensation arrangements that will align the interests of the Executive Officers and the shareholders of the Corporation.

Environment, Health and Safety Committee

The Environment, Health and Safety Committee of Lorus Therapeutics Inc. assists the Corporation and the Board of Directors of the Corporation in carrying out their responsibilities relating to compliance with the law and the promotion and management of environmental and occupational health and safety matters through:

  1. ensuring that appropriate and effective environmental and occupational health and safety policies are in place and supported by appropriate operational procedures and adequate resources;
  2. emphasizing the importance of prevention, including the prevention of discharges or spills of contaminants into the natural environment;
  3. reviewing any significant environmental or occupational health and safety incidents and issues and making recommendations to management and the Board; and
  4. providing support for and encouraging improvement of environmental and occupational health and safety performance.