**Exhibit 4.57**

 

**DRAXISHEALTH INC.**

 

**CHARTER OF THE NOMINATING & CORPORATE GOVERNANCE COMMITTEE**

 

**I.**              Statement of Policy:

 

The Nominating & CorporateGovernance Committee (the “Committee”) of the Board of Directors (the “Board”)of DRAXIS Health Inc. (the “Corporation”) shall have the broad responsibilityto recommend to the Board candidates for Board membership, to monitor Boardcomposition and practices and to make recommendations to the Board regardingcorporate governance matters.

 

**II.**            Composition and Organization:

 

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.

 

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

 

The Chairman of the Committeeshall be appointed by the Board and the Secretary of the Corporation shall actas Secretary to the Committee.

 

**III.**           Meetings and Reports:

 

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. Meetingsof the Committee may be called by its Chairman, the Chairman of the Board orthe Chief Executive Officer.

 

A majority of Committeemembers shall 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.**           Duties and Responsibilities:

 

Thefollowing are the duties and responsibilities of the Committee:

 

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

 

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

 

3.             to recommend annually members for election to theBoard;

 

4.             to identify and recommend new candidates for Boardmembership;

 

5.             to develop the Corporation’s approach to governanceissues and to make recommendations to the Board in the area of corporategovernance practices of the Board;

 

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

 

7.             to develop and recommend to the Board standards to beapplied to assess material relationships between the Corporation and itsDirectors in accordance with conflict of interest standards;

 

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

 

9.             to revise, as appropriate, in accordance with bestpractices and legal requirements, the Code of Ethics and Business Conduct fordirectors, officers, and employees as well as the Disclosure and InsiderTrading Policy for the Corporation to address, among other things, proceduresto monitor insider trading activities, to prevent selective disclosure and tomandate trading blackouts and corporate quiet periods;

 

10.           to monitor compliance with any Board mandated Directorminimum shareholding requirements and to monitor attendance by Directors atBoard and Committee meetings;

 

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

 

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

 

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

 

The Committee may, in itsdiscretion and as appropriate, delegate duties and responsibilities to anysingle member or members of the Committee, the Board, or to a sub-committee ofthe Committee.

 

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**VI.**           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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