Exhibit 4.57


 


DRAXIS
HEALTH INC.


 


CHARTER OF THE NOMINATING & CORPORATE GOVERNANCE COMMITTEE


 


I.              Statement of Policy:


 


The Nominating & Corporate
Governance Committee (the “Committee”) of the Board of Directors (the “Board”)
of DRAXIS Health Inc. (the “Corporation”) shall have the broad responsibility
to recommend to the Board candidates for Board membership, to monitor Board
composition and practices and to make recommendations to the Board regarding
corporate governance matters.


 


II.            Composition and Organization:


 


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.


 


Members shall be appointed by
the Board and shall serve for such term as the Board may determine. Members may
be removed from the Committee by the Board in its entire discretion.


 


The Chairman of the Committee
shall be appointed by the Board and the Secretary of the Corporation shall act
as Secretary to the Committee.


 


III.           Meetings and Reports:


 


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. 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.           Duties and Responsibilities:


 


The
following are the duties and responsibilities of the Committee:


 


1.             to establish a policy and procedure for identifying
and selecting potential nominees for the Board, including considering the
competencies and skills that the Board should possess and the competencies and
skills of each existing and potential director;


 

















 


2.             to monitor Board size and composition and suggest
changes in this respect where appropriate;


 


3.             to recommend annually members for election to the
Board;


 


4.             to identify and recommend new candidates for Board
membership;


 


5.             to develop the Corporation’s approach to governance
issues and to make recommendations to the Board in the area of corporate
governance practices of the Board;


 


6.             to prepare and review with the Board an annual
performance evaluation of the effectiveness of individual Board members and the
Board and its Committees. The assessment of the Board examines its
effectiveness as a whole and specifically reviews areas that the Board and/or
management believe could be improved to ensure the continued effectiveness of
the Board in the execution of its responsibilities;


 


7.             to develop and recommend to the Board standards to be
applied to assess material relationships between the Corporation and its
Directors in accordance with conflict of interest standards;


 


8.             to annually review the risks identified by the Audit
Committee with respect to the risk management policies and procedures of the
Corporation and to ensure that such risks are appropriately identified in the
Corporation’s public disclosure documentation;


 


9.             to revise, as appropriate, in accordance with best
practices and legal requirements, the Code of Ethics and Business Conduct for
directors, officers, and employees as well as the Disclosure and Insider
Trading Policy for the Corporation to address, among other things, procedures
to monitor insider trading activities, to prevent selective disclosure and to
mandate trading blackouts and corporate quiet periods;


 


10.           to monitor compliance with any Board mandated Director
minimum shareholding requirements and to monitor attendance by Directors at
Board and Committee meetings;


 


11.           to review this charter periodically and recommend any
changes required to its scope and content to the Board; and


 


12.           to carry out any other duties or responsibilities
expressly delegated to the Committee by the Board.


 


V.            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.


 


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VI.           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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