Exhibit 4.55


 


Draxis Health Inc.


 


Charter of The Audit Committee


 


Purpose


 


The primary function of the audit committee
(the “Audit Committee”) of the board of directors (the “Board”) of Draxis
Health Inc. (the “Corporation”) is to assist the Board in fulfilling its
oversight responsibilities by:


 


•                  Reviewing the
integrity of the consolidated financial statements of the Corporation;


•                  Recommending to
the Board the appointment of the Independent Registered Chartered Accountants
and review the Independent Registered Chartered Accountants’ qualifications and
independence;


•                  Reviewing the
performance of the Corporation’s Independent Registered Chartered Accountants;


•                  Reviewing the
timely compliance by the Corporation with all legal and regulatory requirements
for audit and related financial functions of the Corporation;


•                  Reviewing
financial information contained in public filings of the Corporation prior to
filing;


•                  Reviewing
earnings announcements of the Corporation prior to release to the public;


•                  Overseeing the
Corporation’s systems of and compliance with internal financial controls and
management’s reporting on internal controls;


•                  Reviewing the
Corporation’s auditing, accounting and financial reporting processes; and


•                  Dealing with all
complaints regarding accounting controls and auditing matters.


 


Consistent with this function, the Audit Committee should encourage
continuous improvement of, and should foster adherence to, the Corporation’s
policies, procedures and practices at all levels.


 


Approval of Charter


 


This Audit Committee charter requires approval by the Board.


 


Future changes to this charter requires approval by the Board based on
the recommendation of the Audit Committee.


 


Structure and Composition


 


The Audit Committee shall consist of no fewer than three members.


 


The members of the Audit Committee shall: (i) be free from any
relationship that, in the opinion of the Board, would interfere with the
exercise of his or her independent judgment as a member of the Audit Committee;
and (ii) meet the independence and experience requirements of all applicable
corporate, exchange and securities act rules and


 

















 


regulations in the United States and Canada (the “Regulations”)
including, but not limited to:


 


•                  the
Sarbanes-Oxley Act of 2002 (the “Act”);


•                  the Securities
Exchange Act of 1934 (the “Exchange Act”);


•                  the rules and
regulations of the Securities and Exchange Commission (the “SEC”);


•                  the NASDAQ Stock
Market, Inc. (“NASDAQ”);


•                  the Toronto
Stock Exchange (“TSX”); and


•                  Canadian
national and provincial securities rules and regulations.


 


All members of the Audit Committee shall be “financially literate” as
such term is defined by the Regulations.


 


At least one member of the Audit Committee shall be a “financial expert”
as such term is defined by the Regulations. Determinations as to whether any
particular member of the Audit Committee satisfies this requirement shall be
made by the Board.


 


The members of the Audit Committee shall be appointed by the Board
annually on the recommendations of the Nominating and Corporate Governance
Committee or until successors are duly elected.


 


The Board shall normally designate the Chair of the Audit Committee. In
the event that a Board designation is not made, the members of the Audit
Committee shall elect a Chair by majority vote of the full Audit Committee
membership.


 


In the event that the Chair of the Audit Committee does not attend a
meeting of the Audit Committee, the members of the Audit Committee shall elect
a temporary Chair for such meeting by majority vote of the members in
attendance at the meeting.


 


Once appointed, Audit Committee members shall cease to be a member of
the Audit Committee only upon:


 


(i)             resignation from the Board;


 


(ii)          death;


 


(iii)       disability, as determined by an independent
physician retained by the Board; or


 


(iv)      not being re-appointed pursuant to the annual
appointment process described above.


 


Members of the Audit Committee shall not simultaneously serve on the
audit committees of more than two other public companies.


 


Meetings


 


The Audit Committee shall meet as often as it determines necessary in
fulfilling its duties, but not less frequently than quarterly.


 


Greater than 50% of Audit Committee membership is required for meeting
quorum.


 


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The Audit Committee shall meet separately on a periodic basis with
management and the Independent Registered Chartered Accountants in separate
committee sessions.


 


The Audit Committee may request any officer or employee of the
Corporation or the Corporation’s outside counsel or Independent Registered
Chartered Accountants to attend a meeting of the Audit Committee or to meet
with any members of, or consultations to, the Audit Committee.


 


Meetings of the Audit Committee shall normally be attended by the CEO
and CFO of the Corporation and representatives of the Independent Registered
Chartered Accountants. Others may also attend meetings as the Audit Committee
may request.


 


Resolutions


 


Resolutions of the Audit Committee shall require approval by a simple
majority of members voting on such resolution.


 


Responsibilities and Duties


 


i)                Minutes


 


The Audit Committee shall provide minutes from each meeting held and
such minutes shall be made available to all members of the Board.


 


ii)            Independent Registered
Chartered Accountants


 


With respect to the Corporation’s Independent Registered Chartered
Accountants the Audit Committee shall:


 


•                  have the sole
authority to recommend to the Board the appointment or replacement of the
Independent Registered Chartered Accountants (subject, if applicable, to
shareholder approval)


•                  have the
Independent Registered Chartered Accountants report directly to the Audit
Committee


•                  meet with the
Independent Registered Chartered Accountants prior to the annual audit to
discuss the planning, scope and staffing of the audit


•                  be directly
responsible for establishing the compensation of the Independent Registered
Chartered Accountants, subject to applicable board and shareholder approval


•                  review the
interim and year-end letters of representation provided to the Independent
Registered Chartered Accountants by management of the Corporation


•                  approve the
selection of the senior audit partners having primary responsibility for the
audit


•                  ensure the
periodic rotation of the senior audit partners having primary responsibility
for the audit and the audit partner responsible for reviewing the audit as
required by law


 


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•                  at least on an
annual basis, evaluate the qualifications, performance and independence of the
Independent Registered Chartered Accountants and the senior audit partners
having primary responsibility for the audit, including considering whether the
auditor’s quality controls are adequate


•                  obtain and
review a report from the Independent Registered Chartered Accountants at least
annually regarding: (i) the Independent Registered Chartered Accountants’
internal quality-control procedures, (ii) any material issues raised by the
most recent internal quality-control review, or peer review, of the firm, or
raised by any inquiry or investigation by governmental or professional
authorities within the preceding five years respecting one or more independent
audits carried out by the firm, (iii) any steps taken to deal with any issues,
and (iv) all relationships between the Independent Registered Chartered
Accountants and the Corporation


•                  review and
approve the Corporation’s hiring policies regarding partners, employees, former
partners or former employees of the Independent Registered Chartered
Accountants or a previous Independent Registered Chartered Accountants of the
Corporation


•                  pre-approve all
auditing services and permitted non-audit services (including fees and terms
thereof) to be performed for the Corporation or its subsidiaries by its
Independent Registered Chartered Accountants


•                  oversee the work
of the Independent Registered Chartered Accountants, including the resolution
of disagreements between management and the Independent Registered Chartered
Accountants regarding financial reporting


 


iii)        Reporting to Board


 


The Audit Committee shall make regular
reports to the Board, but not less frequently than quarterly.


 


iv)          Financial Reporting


 


With respect to the Corporation’s reporting of unaudited quarterly
financial results, the Audit Committee shall:


 


•                  Prior to their
public release and filing with securities regulatory agencies, review and
discuss with management and the Independent Registered Chartered Accountants
the:


 


•                  press release


•                  consolidated
financial statements and notes thereto


•                  management’s
discussion and analysis


•                  results of the
Independent Registered Chartered Accountants’ review


 


The Audit Committee must be satisfied that
adequate procedures are in place for the review of the Corporation’s public
disclosure of financial information extracted or derived from the Corporation’s
financial statements and shall periodically assess the adequacy of such
procedures


 


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•                  The review of
the Corporation’s unaudited quarterly financial results shall include, but not
be limited to:


 


•                  any significant
judgments (e.g. estimates and reserves) made in the preparation of financial
statements and the view of each as to the appropriateness of such judgments


•                  any significant
disagreements among management and the Independent Registered Chartered
Accountants in connection with the preparation of financial statements


•                  the extent to
which changes or improvements in financial or accounting practices, as approved
by the Audit Committee, have been implemented


•                  significant
financial reporting issues and judgments made in connection with the
preparation of the Corporation’s financial statements, including any
significant changes in the Corporation’s selection or application of accounting
principles, any major issues as to the adequacy if the Corporation’s internal
controls and any special steps adopted in light of material control
deficiencies


•                  the Corporation’s
use of “pro forma” or “adjusted” non-GAAP information


•                  the Corporation’s
use of forward-looking financial guidance


•                  critical
accounting policies and practices


•                  alternative
treatments of financial information within generally accepted accounting
principles that have been discussed with management, ramifications of the use
of such alternative disclosures and treatments, and the treatment preferred by
the Independent Registered Chartered Accountants


•                  any written
communications between the Independent Registered Chartered Accountants and
management (e.g. management letters, schedule of unadjusted differences)


•                  the effect of
regulatory and accounting initiatives as well as off-balance sheet structures
on the Corporation’s financial statements


•                  management
certifications of reports filed by the Corporation pursuant to the Regulations


•                  integrity of the
Corporation’s financial reporting processes


•                  any
correspondence with regulators or governmental agencies and any published
reports which raise material issues regarding the Corporation’s financial
statements or accounting policies


 


•                  Recommend to the
Board whether the unaudited financial results should be approved by the Board


 


v)              Year-End Audit


 


With respect to the Corporation’s annual audit, the Audit Committee
shall:


 


•                  Prior to their
public release and filing with securities regulatory agencies, review and
discuss with management and the Independent Registered Chartered Accountants
the:


 


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•                  financial
statements and notes thereto for consolidated and separate entities


•                  management’s
discussion and analysis


•                  results of the
Independent Registered Chartered Accountants’ audit


 


•                  The review of
the Corporation’s audited financial results, shall include, but not be limited
to:


 


•                  all matters
described above with respect to unaudited quarterly financial results


•                  results of the
Independent Registered Chartered Accountants’ audit


•                  matters required
to be discussed by Statement on Auditing Standards No. 61 relating to the
conduct of the audit, including any difficulties encountered in the course of
the audit work, any restrictions on the scope of activities or access to
requested information, and any significant disagreements with management


•                  a verbal and/or
written report, as appropriate, from the Independent Registered Chartered
Accountants describing (i) all critical accounting policies and practices to be
used, (ii) all alternative treatments of financial information within generally
accepted accounting principles that have been discussed with management,
ramifications of the use of such alternative disclosures and treatments, and
the treatment preferred by the Independent Registered Chartered Accountants,
and (iii) other material communications between the Independent Registered
Chartered Accountants and management, such as the annual management letter or
schedule of unadjusted  differences


 


•                  Recommend to the
Board whether the audited financial results should be approved by the Board


 


vi)          Annual Proxy Statement


 


The Audit Committee shall issue the reports required of the Audit
Committee to be included in the Corporation’s annual proxy statement.


 


vii)      Regulatory Filings


 


The Audit Committee shall review and recommend to the Board the
approval of all documents filed with securities regulatory agencies including,
but not limited to:


 


•                  annual report


•                  Form 20-F


•                  prospectuses


•                  management proxy
circulars


 


viii)  “Whistle Blower” and Related
Procedures


 


The Audit Committee shall have procedures for the receipt, retention
and treatment of complaints received by the Corporation regarding accounting,
internal accounting controls or auditing matters and for the confidential,
anonymous submission by


 


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 employees of the Corporation of
concerns regarding questionable accounting or auditing matters.


 


ix)         Fraud


 


Management shall report to the Audit Committee on a timely basis all
discovered incidents of fraud within the Corporation, regardless of monetary
value.


 


x)             Related Party
Transactions


 


The Audit Committee shall review and, if appropriate, approve, together
with the other independent members of the Board, all related-party transactions
including those between the Corporation and its officers or directors.


 


xi)         Legal Matters


 


The Audit Committee shall review with management, and if necessary, the
Corporation’s counsel, any legal matter which could reasonably be expected to
have a material impact on the Corporation’s financial statements or accounting
policies.


 


xii)     Risk Management


 


The Audit Committee shall discuss with management the Corporation’s
major financial risk exposures and the steps management has taken to monitor
and control such exposures, including the Corporation’s risk assessment and
risk management policies including the use of derivative financial instruments.
Areas to be considered in this respect include, but are not limited to:


 


•                  insurance
coverage


•                  foreign currency
exposure


•                  interest rate
exposure


•                  post retirement
obligations, if appropriate.


 


xiii)  Internal Controls


 


The Audit Committee shall review and assess the Corporation’s system of
internal controls, control culture, and risk assessment and control activities
and shall ensure that management has designed and implemented an appropriate
internal control system.


 


xiv)   Corporate Knowledge


 


The Audit Committee shall strive to expand continually its knowledge of
the Corporation’s activities.


 


xv)       Review of Charter


 


The Audit Committee shall review and reassess the adequacy of this
Charter annually.


 


xvi)     Self
Assessment


 


The Audit Committee shall annually review the Audit Committee’s own
performance.


 


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xvii)  Financial Guidance


 


In addition to its review of quarterly financial reports, the Audit
Committee shall review any other form of forward-looking financial guidance
prior to issuance by the Corporation.


 


xviii)  Other


 


The Audit Committee shall undertake any other activities consistent
with this Charter, the Corporation’s by-laws and governing law, that the Audit
Committee or the Board deem necessary or appropriate.


 


Other Advisors


 


The Audit Committee shall have the authority, to the extent it deems
necessary or appropriate, to retain independent legal, accounting or other
advisors including consulting with the national office of the Independent
Registered Chartered Accountants. The Corporation shall provide for appropriate
funding, as determined by the Audit Committee, for payment of compensation to
the Independent Registered Chartered Accountants for the purpose of rendering
or issuing an audit report and to any advisors employed by the Audit 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.


 


Limitation


 


While the Audit Committee has the responsibilities and power set forth
in this Charter, it is not the duty of the Audit Committee to plan or conduct
audits or to determine that the Corporation’s financial statements and
disclosures are complete and accurate and are in accordance with generally
accepted accounting principles and applicable rules and regulations. These are
the responsibilities of management and the Independent Registered Chartered
Accountants.


 


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