Exhibit 4.56


 


DRAXIS HEALTH INC


 


CHARTER OF THE HUMAN RESOURCES AND COMPENSATION COMMITTEE


 


I.              Overall Purpose / Objectives:


 


The Human Resources and
Compensation Committee (the “Committee”) is responsible for reviewing and
making recommendations to the Board of Directors (the “Board”) of Draxis Health
Inc. (the “Corporation”) for the appointment of the Chief Executive Officer,
President and Senior Officers (the “Executive Officers”) of the Corporation and
for considering their terms of employment. Its mandate also includes reviewing
succession planning and compensation matters (including design of compensation
and benefit plans) recommending awards under the Corporation’s short and
long-term incentive plans and other matters, as may be specifically directed by
the Board from time to time.


 


II.            Composition:


 


The Committee shall consist of
not fewer than three (3) directors, none of whom shall be an employee of the
Corporation or its subsidiaries or related companies. All of the members of the
Committee must be determined by the Board to be unrelated or independent in
respect of the Corporation as contemplated by the laws, regulations and listing
requirements to which the Corporation is subject. All members of the Committee
shall have a working familiarity with basic human resources and compensation
practices.


 


Members of the Committee shall
be appointed by the Board on the recommendations of the Nominating and
Corporate Governance Committee and shall serve at the pleasure of the Board. The
Board shall designate the Chair of the Committee.


 


III.           Meetings, Reports and Resources:


 


The Committee shall meet at least two times annually, or more
frequently as circumstances dictate. The Committee may invite from time to time
such persons as it may see fit to attend and participate in its meetings. The
Committee shall meet at least annually to review Executive Officer compensation.
Meetings of the Committee may be called by its Chairman, the Chairman of the
Board or the Chief Executive Officer.


 


A majority of Committee members
shall constitute a quorum.


 


Minutes of all meetings of the
Committee shall be maintained and submitted as soon as practicable to the Board.
In addition, the Committee will report to the Board on the Committee’s
activities at the Board meeting following each Committee meeting.


 


IV.           Interpretation:


 


For the purpose of this
mandate, “compensation” includes:


 


1.             changes in individual salaries and salary
ranges, or the basis for establishing salary levels;


 

















 


2.             individual bonus payments and the basis for
these payments, including performance against established objectives and
targets; and


 


3.             individual short and long-term incentive
grants, including stock options and deferred share units.


 


V.            Duties and Responsibilities:


 


The following are the duties
and responsibilities of the Committee:


 


1.             The Committee shall, among other things, have
responsibility to advise the Board on human resources planning, the evaluation
and compensation of directors, Executive Officers and other employees, short
and long-term incentive plans, benefit plans, and Executive Officer
appointments.


 


2.             The Committee shall review and report to the
Board on:


 


(i)            Management’s
succession plans for Executive Officers, with special emphasis on the Chief
Executive Officer succession, and including specific development plans and
career planning for potential successors;


 


(ii)           Compensation philosophy of the organization, including a compensation
strategy and compensation policies for Executive Officers, as proposed by the
Chief Executive Officer;


 


(iii)          Recommendations to the Board for the appointment of the Chief Executive
Officer and other Executive Officers, corporate objectives that the Chief
Executive Officer and such other Executive Officers, as the case may be, are
responsible for meeting, assessment of the Chief Executive Officer against
these objectives, monitoring of the Chief Executive Officer’s performance, and
providing advice and counsel in the execution of his duties;


 


(iv)          Total compensation plans including adequacy and form of compensation
realistically reflecting the responsibilities and risks of the position for the
Chief Executive Officer of the Corporation and, in connection therewith,
consider appropriate information, including information from the Board with
respect to the overall performance of the Chief Executive Officer;


 


(v)           Compensation
for Executive Officers, annual adjustment to Executive Officer salaries, and
the design and administration of short and long-term incentive plans, stock
options, benefits and perquisites as proposed by the Chief Executive Officer;


 


(vi)          Employment and termination arrangements for Executive Officers;


 


(vii)         Adoption of new or significant modifications to pay and benefit plans;


 


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(viii)        Significant changes to the Corporation’s organizational structure
relating to human resources function;


 


(ix)           The Committee’s proposed executive compensation report to be contained
in the Corporation’s annual Management Proxy Circular;


 


(x)            Management development
programs for the Corporation;


 


(xi)           Any special employment contracts or arrangements with Executive Officers
of the Corporation including any contracts relating to a change of control;


 


(xii)          Remuneration for members of the Board of Directors and Committees
thereof, including adequacy and form of compensation realistically reflecting
the responsibilities and risks of the positions and recommending changes where
applicable;


 


(xiii)         Compliance by the Corporation and its subsidiaries with all applicable
employment and labour legislation; and


 


(xiv)        The performance of the Committee and the effectiveness of the Committee’s
members.


 


3.             The Committee shall perform such other duties
as may from time to time be assigned to it by the Board including those relating
to compensation of officers and senior employees and the employee resources of
the Corporation.


 


4.             The Board should review and reassess the
adequacy of this mandate on a periodic basis.


 


VI.           Delegation to Sub-committee:


 


The Committee may, in its discretion
and as appropriate, delegate duties and responsibilities to any single member
or members of the Committee, the Board, or to a sub-committee of the Committee.


 


VII.         Resources and Authority of the Committee:


 


The Committee shall have the
resources and authority appropriate to discharge its duties and
responsibilities, including the authority to retain counsel or other experts,
as it deems appropriate, without seeking approval of the Board or senior
management of the Corporation. The expenses of such counsel or other experts
shall be borne by the Corporation. The Corporation shall provide for
appropriate funding to any advisors employed by the Committee.


 


The procedure to engage
counsel or other experts will be as follows: the member of the Committee who
wishes to engage counsel or an expert will have to advise the Chair of the
Committee that he wishes to do so. The Chair of the Committee will then call a
meeting of the Committee to discuss the request and to set up the scope of the
engagement. The Chair will also advise the Board Chair of any such engagement.


 


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