**Exhibit 4.56**

 

**DRAXIS HEALTH INC**

 

**CHARTER OF THE HUMAN RESOURCES AND COMPENSATION COMMITTEE**

 

**I.**              Overall Purpose / Objectives:

 

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

 

**II.**            Composition:

 

The Committee shall consist ofnot fewer than three (3) directors, none of whom shall be an employee of theCorporation or its subsidiaries or related companies. All of the members of theCommittee must be determined by the Board to be unrelated or independent inrespect of the Corporation as contemplated by the laws, regulations and listingrequirements to which the Corporation is subject. All members of the Committeeshall have a working familiarity with basic human resources and compensationpractices.

 

Members of the Committee shallbe appointed by the Board on the recommendations of the Nominating andCorporate Governance Committee and shall serve at the pleasure of the Board. TheBoard shall designate the Chair of the Committee.

 

**III.**           Meetings, Reports and Resources:

 

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

 

A majority of Committee membersshall constitute a quorum.

 

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

 

**IV.**           Interpretation:

 

For the purpose of thismandate, “compensation” includes:

 

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

 

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2.             individual bonus payments and the basis forthese payments, including performance against established objectives andtargets; and

 

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

 

**V.**            Duties and Responsibilities:

 

The following are the dutiesand responsibilities of the Committee:

 

1.             The Committee shall, among other things, haveresponsibility to advise the Board on human resources planning, the evaluationand compensation of directors, Executive Officers and other employees, shortand long-term incentive plans, benefit plans, and Executive Officerappointments.

 

2.             The Committee shall review and report to theBoard on:

 

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

 

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

 

(iii)          Recommendations to the Board for the appointment of the Chief ExecutiveOfficer and other Executive Officers, corporate objectives that the ChiefExecutive Officer and such other Executive Officers, as the case may be, areresponsible for meeting, assessment of the Chief Executive Officer againstthese objectives, monitoring of the Chief Executive Officer’s performance, andproviding advice and counsel in the execution of his duties;

 

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

 

(v)           Compensationfor Executive Officers, annual adjustment to Executive Officer salaries, andthe design and administration of short and long-term incentive plans, stockoptions, 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 structurerelating to human resources function;

 

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

 

(x)            Management developmentprograms for the Corporation;

 

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

 

(xii)          Remuneration for members of the Board of Directors and Committeesthereof, including adequacy and form of compensation realistically reflectingthe responsibilities and risks of the positions and recommending changes whereapplicable;

 

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

 

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

 

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

 

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

 

**VI.**           Delegation to Sub-committee:

 

The Committee may, in its discretionand as appropriate, delegate duties and responsibilities to any single memberor 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 theresources and authority appropriate to discharge its duties andresponsibilities, including the authority to retain counsel or other experts,as it deems appropriate, without seeking approval of the Board or seniormanagement of the Corporation. The expenses of such counsel or other expertsshall be borne by the Corporation. The Corporation shall provide forappropriate funding to any advisors employed by the Committee.

 

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

 

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