Board Mandate and Governance Guidelines
The composition of the Board of Directors reflects the Company's intent to have a majority of non-management Directors.
All Directors have a competence that contributes to the development of operating plans put forward by the company's management.
Non-Management Members
of the Board of Directors
Management Members
of the Board of Directors
Mr. Graeme McRae
President, Chief Executive Officer and Director (Executive Director)
Director Biographies
Mr. James Rae – Chairman and Non-Executive Director (Independent)
Appointed July 27, 2012
 Mr. James Rae has been the CEO of London, Ontario-based Viron Therapeutics Inc. since 2007. He has considerable experience in financing from public, private and government sectors and in deal-making with multinational companies. Following 18 years at pharmaceutical company, Searle, latterly as CEO, he was President and CEO of Cangene, a publicly-listed biotech company where he was responsible for restructuring and orchestrating a reverse takeover of the company at a significant multiple. Mr. Rae was previously Chairman and CEO of Vaxis Therapeutics in Kingston, Ontario, Chairman and CEO of Resolution Pharma in Toronto, Ontario and, more recently, CEO of Cytochroma Inc., a Markham, Ontario-based biotech company which he transitioned from a research entity into one advanced in clinical development with a diversified product base. Mr. Rae was most recently the Chairman of Montreal-based Aegera Therapeutics, which was acquired by Pharmascience Inc. in late 2011. He presently holds directorships in three Canadian biotech companies and has previous experience as a Director on the Boards of a number of publicly-traded biotechnology companies.
Mr. Rae brings to the Company:
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a wealth of experience in both governance and management roles in the biopharmaceutical sector;
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manufacturing, marketing, financial and research and development experience in pharmaceutical and biotechnology firms;
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financing and deal-making expertise; and
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extensive network of contacts – inside and outside the sector.
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Dr. Stanley Alkemade - Non-Executive Director (Independent)
Appointed September 1, 1999
 Dr. Stanley Alkemade received his veterinary degree from the University of Melbourne, Australia. Dr. Alkemade came to Canada in 1971 and ran a mixed veterinary practice in Seaforth, Ontario for the next ten years. He has lectured in the Animal Health Technology program at the Centralia College of Agricultural Technology. In 1986, Dr. Alkemade joined Vetrepharm Canada Inc. as Technical Director and was responsible for research and development, product registrations, corporate technical services and facilities design. In February, 2012, Dr. Alkemade retired as Founder of Worldwide BioMedEx, a project management firm for the pharmaceutical industry.
Dr. Alkemade has been involved in a number of governance and administrative roles within Bioniche Life Sciences Inc. and its predecessor companies since 1982.
Dr. Alkemade brings to the Company:
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14 years of veterinary practice experience in five countries;
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9 years’ experience as Research, Technical Services and Quality Control Director for Vetrepharm/Bioniche;
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16 years’ experience as President of a global pharmaceutical industry consulting company (quality assurance, protocol design, biostatistics and intellectual property);
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patent knowledge, as holder of more than 40 global patents in bioscience, cryobiology, immunology, reproduction, arthrology, urology, insecticides and dental devices;
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governance experience, having served on 17 Boards of Directors since 1972; and
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experience as Canadian Equestrian Team Veterinarian for endurance and reining competitions.
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Mr. Albert Beraldo - Non-Executive Director (Independent)
Appointed November 6, 2008
 Mr. Albert Beraldo is the President of Alveda Pharmaceuticals Inc., a privately owned Canadian company that is a leading supplier of pharmaceuticals to the Canadian health care market. Mr. Beraldo formerly served as President and CEO of Bioniche Pharma Group Limited until 2005. He also previously served as a Director of the Corporation from 1984 to 2005. Mr. Beraldo has a Bachelor of Commerce degree from the University of Windsor and has a Chartered Accountant designation from the Canadian Institute of Chartered Accountants. Mr. Beraldo worked in public accounting with Ernst and Whinney until he joined Vetrepharm Canada Inc. as Financial Controller in 1983.
Mr. Beraldo brings to the Company:
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Chartered Accountant designation; ability to understand and interpret financial statements;
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25 years’ experience in varying roles within the pharmaceutical/biotechnology industry, including ownership/management of two currently operating companies in the pharmaceutical and medical devices sectors;
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experience in deal-making, including in-licensing, out-licensing and financial markets;
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full understanding of regulatory processes; and
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experience with GMP manufacturing facility requirements (involved in construction of two such facilities).
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Mr. Rod Budd – Non-Executive Director (Independent)
Appointed November 9, 2011
 Mr. Rod Budd was a partner in Ernst & Young for 25 years until his retirement in 2010. For the last eight years of his term, he was the Canadian firm’s life sciences practice leader and responsible for establishing Ernst & Young as the leading business advisor to life sciences companies. Mr. Budd graduated from Concordia University in 1974 with a Bachelor of Commerce in accounting and finance and obtained his CA in 1977 (in Québec and Ontario). He has over 35 years of experience in public accounting, serving emerging and growth companies, with a focus on life sciences companies, from start-ups to large multinationals. Mr. Budd also serves on the Advisory Board of the Rosalind and Morris Goodman Cancer Centre of McGill University, advises a number of private companies, and sits on the Board and chairs the Audit Committee of Immunotec Inc.
Mr. Budd brings to the Company:
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broad financial acumen; ability to review and understand financial statements and reports, budgets, forecasts and other financial information from the perspective of a financial professional;
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audit experience; ability to review auditors’ plans, activities and reports and ensure they are meeting professional standards and corporate requirements;
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extensive knowledge of the life sciences industry; awareness of industry trends; and
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extensive experience working with Boards of Directors of public companies.
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Dr. Margaret (Peggy) Cunningham - Non-Executive Director (Independent)
Appointed October 24, 2003
 Dr. Cunningham has a Ph.D. in marketing from Texas A&M University and an MBA from the University of Calgary. Dr. Cunningham is currently the Dean, Faculty of Management and R.A. Jodrey Chair at Dalhousie University. She formerly held the position of Director, School of Business Administration, Dean of Research, Faculty of Management, and R.A. Jodrey Chair at the university. Previously, she was a Professor of Marketing, Director of the Centre for Corporate Social Responsibility, and Director of the Accelerated MBA program at the School of Business, Queen's University. She had fifteen years of business experience in various service industries before becoming an academic.
Dr. Cunningham brings to the Company:
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knowledge of corporate governance and ethical business standards;
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expertise in stakeholder engagement and relationship management;
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branding and strategic marketing acumen;
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expertise in research study design and implementation;
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leadership and administrative experience in both the for-profit and non-profit sectors; and
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a network of senior decision-makers in the business, government and non-profit sectors.
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Dr. James Johnson - Non-Executive Director (Independent)
Appointed September 1, 1999
 Dr. James Johnson is Principal and Founder of Johnson, Marcou & Isaacs, LLC, a U.S.-based law firm specializing in intellectual property and patent law. Dr. Johnson specializes in opinions, patent prosecution and licensing of chemical technology, pharmaceutical technology and biotechnology. He has earned a J.D. with honors from Emory University, a Ph.D. in biochemistry and law degree from Emory University’s School of Medicine, and a Bachelor of Arts degree in Chemistry from the University of the South. Previously, Dr. Johnson was a partner of the law firm King & Spalding LLP based in Atlanta, Georgia. Prior to that, he was a partner of the law firm Kilpatrick Stockton. Dr. Johnson has extensive experience in chemical and biotechnology patent prosecution and licensing.
Dr. Johnson brings to the Company:
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extensive experience in chemical and biomedical patent prosecution and licensing of chemical and biomedical technology;
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past experience as a senior research scientist and general counsel within and outside of the pharmaceutical industry;
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knowledge of U.S. and European pharmaceutical companies; and
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governance experience, having served on seven Boards of Directors, five of which were with public companies.
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The Hon. Lyle Vanclief - Non-Executive Director (Independent)
Appointed September 20, 2005
 The Hon. Lyle Vanclief is an agricultural and agri-food consultant. He served as a Member of Parliament for the Government of Canada from 1988 to 2004. Throughout his political career, The Hon. Mr. Vanclief held several parliamentary appointments, his most recent as Minister of Agriculture and Agri-Food. Prior to serving in public office, he spent 25 years as an agricultural entrepreneur in his home community of Ameliasburg, Ontario (Prince Edward County). The Hon. Mr. Vanclief has completed the Director Education Program and has been certified at the Rotman School of Management. He graduated with a Bachelor of Science degree in Agriculture from the University of Guelph in 1966. The Hon. Mr. Vanclief was inducted into the Canadian Agricultural Hall of Fame at the Royal Agricultural Winter Fair in November, 2010 in Toronto.
The Hon. Mr. Vanclief brings to the Company:
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extensive knowledge of Canadian government and bureaucratic operations, structures and processes;
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governance experience, having served on Boards of Directors locally, provincially and federally;
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experience as an advisor to both non-profit agencies and companies;
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leadership of successful fundraising campaigns;
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certification as a Professional Agrologist, with a broad understanding of the agricultural industry; and
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an Institute of Corporate Directors designation (ICD.D).
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Dr. Armen Aprikian – Observer (Independent)
Appointed November 9, 2008
 Dr. Armen Aprikian graduated from the University of Sherbrooke Medical School in Québec in 1985 and completed his urology residency training at McGill University in 1990. He then pursued a 3-year research and clinical fellowship in urologic oncology at Memorial Sloan Kettering Cancer Centre in New York City. In 1993, he was appointed Assistant Professor of Surgery (Urology) at McGill University and began his career in prostate and bladder cancer research and as a clinical urologic oncologist. In 1998, he became the McGill pision of Urology Training Program Director and in 2000, he established the Annual Canadian Senior Resident Urologic Oncology Course which runs to this day. In 2004, he became the Head of the pision of Urology at McGill University and the Chief of Urology at the McGill University Health Centre (MUHC). In 2007, he became Full Professor of surgery and in 2009, he was appointed the Medical Director of the MUHC Cancer Care Mission and Department of Oncology.
Dr. Aprikian brings to the Company:
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specialization in clinical urologic oncology and bladder cancer;
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university administrative experience;
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experience in oncology clinical trial design and execution; and
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governance experience, having served on the Boards of Directors of four philanthropic and academic organizations.
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Mr. Graeme McRae - President, Chief Executive Officer and Director (Executive Director)
Appointed June, 1979
 Mr. Graeme McRae is the founder of both Vetrepharm Inc. and Bioniche Inc., two of the predecessor companies to the Company. Born in Australia, Mr. McRae has had a lengthy and persified career in the pharmaceutical industry in both Australia and Canada. In 1971, Mr. McRae joined Pfizer Animal Health in Australia and held various sales and managerial positions with that company. Mr. McRae was transferred to Canada in 1975. In 1979, Mr. McRae founded Vetrepharm to focus on research and development in animal health, with an emphasis on developing non-antibiotic solutions for animal health problems. Bioniche Inc. was founded in 1992 by Mr. McRae to develop Vetrepharm's technologies for human health applications.
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Board Committee Charters
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