Biovail Announces Further Corporate-Governance Enhancement Measures.TORONTO -- Biovail Corporation (NYSE NYSE See: New York Stock Exchange :BVF BVF Biovail Corporation (stock symbol) BVF Berufsverband der Frauenärzte eV (Muenchen, Germany) BVF Bearing Versus Frequency )(TSX TSX Toronto Stock Exchange (TSE before April, 2002) TSX Transfer from Stack Pointer to Index TSX True Space Extension :BVF) today announced a number of additional steps in its previously disclosed corporate-governance enhancement initiative. Adopting Individual Voting for Board Nominees Effective with the upcoming election of directors at the 2005 Annual General Meeting of Shareholders, to be held May 26, 2005 at the Toronto Stock Exchange Toronto Stock Exchange (TSE) Canada's largest stock exchange, trading approximately 1,200 company stocks and 33 options. Conference Centre, Biovail's shareholders will be able to cast separate votes for, or withhold their support from, each candidate for election to the Board of Directors. "The adoption of voting to elect individual directors is another tangible step in our governance-enhancement initiative," said Biovail Chairman Eugene Melnyk. "It is important to move away from traditional 'slate voting' to reflect the governance priorities of our shareholders." Enhancing Director Effectiveness Biovail's Board of Directors also announced that its Nominating and Corporate Governance Corporate Governance The relationship between all the stakeholders in a company. This includes the shareholders, directors, and management of a company, as defined by the corporate charter, bylaws, formal policy, and rule of law. Committee has added three more steps to its continuing process of promoting Board effectiveness - more specifically, orientation, continuing education continuing education: see adult education. continuing education or adult education Any form of learning provided for adults. In the U.S. the University of Wisconsin was the first academic institution to offer such programs (1904). and evaluation. The Board has adopted a formal orientation program to help new directors contribute effectively to the work of the Board as quickly as possible. It has also instituted a comprehensive continuing-education program to keep directors current with respect to Biovail's business and their responsibilities as directors. All members of the Biovail Board will become members of the Institute of Corporate Directors (ICD ICD International Classification of Diseases (of the World Health Organization); intrauterine contraceptive device. ICD abbr. ), the only membership association in Canada solely dedicated to representing the profession of directors. ICD provides education, certification, publishing and support services to Boards, current and aspiring directors, and organizations with a view to enhancing Board performance. Additionally, Michael Van Every, Chairman of the Biovail Board's Audit Committee, has applied to participate in the Directors Education Program offered by the ICD Corporate Governance College. The intensive 12-day program is offered by the ICD in partnership with the University of Toronto's Rotman School of Management. "We welcome and applaud Biovail's clear commitment to continuing director education and encourage other companies to follow suit," said ICD President and Chief Executive Officer Beverly Topping. "Like lawyers and accountants, directors need to constantly upgrade their skills and keep abreast of best practices in governance, which are constantly evolving, to do their jobs well. The ICD is committed to enhancing the quality of corporate governance in Canada, and as such, director education is an integral component of our mandate." In the area of evaluation, Biovail announced that its Board is currently engaged in a formal assessment process. It will evaluate the performance of the Board, its committees and individual directors during 2004. The Board will use the feedback generated from this process to further enhance its effectiveness. Board Shareholder Confidence Ranking In the most recent Board Shareholder Confidence Index issued last November by the Clarkson Centre for Business Ethics and Board Effectiveness at the University of Toronto's Rotman School of Management, Biovail received an "A" ranking. Developed in 2003, the Index is comprised of the factors often used by active shareholders to assess Boards of Directors. Biovail was given an "AAA AAA: see American Automobile Association. (Triple A) A common single-cell battery used in a myriad of electronic devices of all variety. Like its double A (AA) cousin, it provides 1.5 volts of DC power. When used in series, the voltage is multiplied. " ranking in three of the five categories - individual director independence, individual director share ownership and past practices. It received an "AA" in Board structure and meetings, and a "B" in Board evaluation processes, resulting in the overall "A" ranking. Although the ranking was conducted before Biovail had announced the split of the Chairman and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. roles and the initiation of its Board renewal and succession processes, Biovail realizes there is more to be done. "We've met with representatives of the Clarkson Centre to review our ranking and to discuss the areas in which we can improve," Mr. Melnyk said. "As part of its governance-enhancement initiative, Biovail's Board is actively reviewing these and other ways in which to provide an effective, transparent and accountable governance framework." Mr. Melnyk announced Biovail's commitment to increase investor confidence in the Company last June. Since then, and in addition to the measures announced today, the Board has initiated a review of corporate-governance practices; engaged Carol Hansell, a partner at Davies Ward Phillips & Vineberg LLP LLP - Lower Layer Protocol and a leading legal authority on governance matters, to advise the Board on best practices; split the roles of Chairman and CEO; appointed a CEO (Dr. Douglas Squires) and other senior executives; initiated a Board renewal and succession process; engaged Egon Zehnder International Egon Zehnder International is a leading global executive search firm. It was founded in 1964 by Egon Zehnder. History Realizing that the only way to overcome the resistance encountered by executive search in Europe was to adopt an entirely professional approach marked by to assist in that process, and developed profiles of director candidates. About Biovail Corporation Biovail Corporation is an international full-service pharmaceutical company, engaged in the formulation, clinical testing, registration, manufacture, sale and promotion of pharmaceutical products utilizing advanced drug-delivery technologies. For more information about Biovail, visit the company's Web site at www.biovail.com. For further information, please contact Ken Howling at 905-286-3000 or send inquiries to ir@biovail.com. "Safe Harbor" Statement Under the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995 To the extent any statements made in this release contain information that is not historical, these statements are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We have based these forward-looking statements on our current expectations and projections about future events. Our actual results could differ materially from those discussed in, or implied by, these forward-looking statements. Forward-looking statements are identified by words such as "believe", "anticipate", "expect", "intend", "plan", "will", "may" and other similar expressions. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. Forward-looking statements include, but are not necessarily limited to, risks and uncertainties, including the difficulty of predicting U.S. Food and Drug Administration ("FDA FDA abbr. Food and Drug Administration FDA, n.pr See Food and Drug Administration. FDA, n.pr the abbreviation for the Food and Drug Administration. ") and Canadian Therapeutic Products Directorate Therapeutic Products Directorate (TPD) is a Canadian federal authority that regulates pharmaceutical drugs and medical devices for human use, a role performed by the Food and Drug Administration in the United States. ("TPD TPD Tons Per Day TPD Therapeutic Products Directorate TPD Total and Permanent Disablement (insurance) TPD Temperature Programmed Desorption TPD Temporary Partial Disability (insurance) ") approvals, acceptance and demand for new pharmaceutical products, the impact of competitive products and pricing, new product development and launch, reliance on key strategic alliances, availability of raw materials and finished products, third parties, the regulatory environment, fluctuations in operating results and other risks detailed from time to time in the company's filings with the Securities and Exchange Commission ("SEC") and the Ontario Securities Commission The Ontario Securities Commission (OSC) is a regulatory agency which administers and enforces securities legislation in the Canadian province of Ontario. The OSC is an Ontario Crown corporation which reports to the Ontario legislature through the Minister of Finance. ("OSC O.S.C. n. short for Order to Show Cause. (See: Order to Show Cause) "). Biovail Corporation undertakes no obligation to update or revise any forward-looking statement. |
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