**Exhibit 4.67**

 

**DRAXISHEALTH INC.**

 

# **TERMSOF REFERENCE FOR THE CHIEF EXECUTIVE OFFICER**

# ** **

| **Title:**      |   | Chief Executive Officer                                                                                                                                                                                                       |
|-----------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|            |   |                                                                                                                                                                                                                          |
| **Reports to:** |   | The Board of Directors (“Board”) of the Corporation and maintains  open communication with the Chair of the Board.                                                                                                  |
|            |   |                                                                                                                                                                                                                          |
| **Function:**   |   | Provides overall leadership and vision in developing, in concert with  the Board, the strategic direction of the Corporation, and in developing the  strategies and business plans necessary to realize corporate objectives. |

 

Manages the overall business to ensure strategic andbusiness plans are effectively implemented, the results are monitored andreported to the Board, and financial and operational objectives are attained.

 

**KeyAuthorities and Responsibilities:**

 

**A.**                                    General Functions

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1.                                       Provides effective leadership to themanagement and the employees of the Corporation and establishes an effectivemeans of control and co-ordination for all operations and activities.

 

2.                                       Fosters a corporate culture that promotesethical practices, integrity and a positive work climate, enabling theCorporation to attract, retain and motivate quality employees.

 

3.                                       Keeps the Board fully informed on all keyaspects of the Corporation’s operational and financial affairs, and on allmatters of significant relevance to the Corporation.  This includes external items emanating fromgovernments and regulators on issues such as fiscal and monetary policies,legislation, etc.

 

4.                                       Develops and maintains a sound, effectiveorganizational structure and implements programs to address managementsuccession issues.  Reports regularly tothe Board on these matters and officers’ performance.

 

5.                                       Ensures that effective communications andappropriate relationships are maintained with the shareholders of theCorporation, other stakeholders and the media.

 

6.                                       Develops annual operating and capitalcommitment and capital expenditure budgets for approval by the Board.

 

7.                                       Meets periodically with the Chair of theBoard to optimize the liaison function and ensure efficient communicationbetween management and the Board.

 

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**B.**                                    Strategy/Risks

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1.                                       Develops and recommends to the Boardstrategic plans to ensure the Corporation’s profitable growth and overallsuccess.  This includes updating andmaking changes to strategic plans as required and involving the Board in theearly stages of developing strategy.

 

2.                                       Identifies, in conjunction with othersenior officers, the key risks with respect to the Corporation and itsbusinesses and reviews such risks and strategies for risk management with theBoard.

 

3.                                       Ensures that procedures and processes areimplemented to adequately safeguard and maintain the assets of the Corporation.

 

**C.**                                    Financial Reporting

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1.                                       Oversees the quality and timeliness offinancial reporting.  Reports to theBoard, in conjunction with the Chief Financial Officer, on the fairness andadequacy of the financial reporting of the Corporation to its Shareholders.

 

2.                                       Ensures, in conjunction with the ChiefFinancial Officer, that the annual and interim filings of the Corporationcontain full and accurate disclosure and that the annual and interim financialstatements and the comments thereto fairly present, in all material respects,the financial condition, results of operations and cash flows of theCorporation , and provides any related certifications required by applicablelegislation or corporate governance rules.

 

3.                                       Supervises the design of, implements,maintains and periodically evaluates, in conjunction with the Chief FinancialOfficer, the effectiveness of (i) internal controls to provide reasonableassurances that the financial statements of the Corporation are fairlypresented in accordance with generally accepted accounting principles and (ii) disclosurecontrols and procedures to provide reasonable assurances that material informationrelating to the Corporation is made known to the Chief Executive Officer byothers within the Corporation.  Reportsany deficiencies in such controls and procedures to the Audit Committee.

 

 

 

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