Biovail Reports Significant Improvements in Corporate Governance.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): --Reforms Made to Governance Structures, Practices, Transparency, Disclosure --Company Also Provides Update on Various Regulatory Matters Biovail Corporation (NYSE:BVF) (TSX:BVF) announced today that it has made significant improvements to its corporate-governance framework. These improvements are part of the ongoing governance-enhancement initiative implemented since Executive Chairman Eugene Melnyk Eugene Melnyk (born May 27, 1959 in Toronto, Ontario) is a Canadian businessman of Ukrainian origin who now resides in Barbados. He is the chairman and chief executive officer of Biovail Corporation. first announced in June 2004 the Company's commitment to increase investor confidence. "The significant reforms we're reporting today reflect Biovail's commitment to an effective and transparent corporate-governance framework," said Mr. Melnyk. "We've achieved a great deal to date, but there's still more we want to accomplish in this area. "We will continue to evolve our governance practices to increase investor and regulator regulator, n the mechanical part of a gas delivery system that controls gas pressure that allows a manageable flow of drug vapor to escape. regulator see reducing valve. confidence, provide stakeholders Stakeholders All parties that have an interest, financial or otherwise, in a firm-stockholders, creditors, bondholders, employees, customers, management, the community, and the government. with material information, and contribute to our ongoing effort to generate value for our shareholders." The governance-enhancement measures approved and implemented to date have resulted in changes to Biovail's governance structures, policies and practices. They fall under three broad headings - defining the responsibilities of the Board and management; enhancing Board effectiveness; and increasing transparency to, and communication with, shareholders. Defining Board, Management Responsibilities Biovail has taken a number of steps to define the appropriate responsibilities of key participants in the governance process. Written charters, job descriptions and other measures have been developed or revised to clarify the roles and duties of the Board, Board committees, the Executive Chairman, the Chief Executive Officer, and the Chairs of the 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, and of the Audit Committee. The written job description for the Governance Committee chair underscores the leadership position that this independent director has on the Board. The Board has also reviewed its committee structure and the membership of each committee. It has also established a Risk and Compliance Committee to assist in overseeing the Company's management of risk, as well as the development and effectiveness of its compliance programs. Enhancing Board Effectiveness Biovail's Board of Directors has approved a number of measures designed to enhance the workings of the Board, a number of which have already been implemented. Individual voting for Board nominees has been adopted, effective with the upcoming Annual General and Special Meeting of Shareholders in June, thus ending traditional 'slate voting.' A formal Board renewal and succession process was initiated to identify and recruit the candidates needed to supplement existing skill sets and reinforce the independence of the Board. Two new nominees to the Board of Directors will be proposed to shareholders when Biovail's information circular Information Circular A document sent to shareholders outlining important matters to be discussed at the annual shareholders' meeting. Notes: Sent along with a proxy, the information circular may cover matters such as the election of the Board of Directors, possible is released in the coming weeks. The nomination of these individuals is consistent with the commitment of Biovail's Board to enhancing its skill set and reinforcing its independence from management. The system of director compensation was reviewed, and stock options for directors were discontinued dis·con·tin·ue v. dis·con·tin·ued, dis·con·tin·u·ing, dis·con·tin·ues v.tr. 1. To stop doing or providing (something); end or abandon: in favor of deferred stock units. The frequency of in-camera meetings of directors has been increased. Director orientation and continuing-education programs have been instituted. A Board Secretariat Secretariat, 1970–89, thoroughbred race horse. Trained by Lucien Laurin and ridden by Ron Turcotte, Secretariat won the Kentucky Derby, Preakness, and Belmont Stakes to capture the Triple Crown in 1973. Secretariat (foaled 1970) U.S. and other resources have been established to provide directors with the information and support they need to perform their duties. And a director assessment and evaluation process was put in place. Improving Transparency and Communication with Shareholders The Board has also taken steps to demonstrate its commitment to transparency and communication with Biovail's shareholders. A number of shareholders were interviewed by the Company and by an independent leading provider of corporate-governance research and related services. The interviews solicited views and suggestions on the Company's governance practices. The existing disclosure process was reviewed with a particular focus on the integrity and transparency of the information issued by the Company. As a result, a Disclosure Committee consisting of senior executives of the Company was established. Update on Various Regulatory Matters In keeping with the commitment to transparency and communication demonstrated by the governance-enhancement initiative, Biovail today is also providing an update on various regulatory matters. 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 has been co-operating with the OSC's ongoing review of the Company's disclosure and its review of certain trading activities related to Biovail common shares. The OSC has now clarified that it is investigating, among other things, certain accounting and disclosure matters in 2003, as well as several issues relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc trading activity in Biovail shares. More specifically, staff of the Commission has advised Biovail that it is investigating, among other things, two issues relating to Biovail's accounting and disclosure in 2003. The first is whether Biovail improperly recognized revenue for accounting purposes in relation to its interim financial statements for each of the four quarters in 2003. The second is whether Biovail provided misleading disclosure in its press release dated October 3, 2003 concerning the reasons for Biovail's forecast of a revenue shortfall in respect of the three-month period ending September 30, 2003. Commission staff has also advised that it is investigating four issues relating to trading in Biovail common shares. These issues include whether insiders of Biovail complied with insider reporting requirements, and whether persons in a special relationship with Biovail may have traded in Biovail shares with knowledge of undisclosed material information. Staff of the Commission is also investigating whether certain transactions may have resulted in, or contributed to, a misleading appearance of trading activity in Biovail securities during 2003 and 2004, and whether certain registrants (who are past, or present, directors of Biovail) may have been in a conflict of interest in relation to trading of Biovail shares. Biovail has been co-operating and continues to co-operate fully with the OSC in these matters. The Company cannot predict the outcome or the timing of when this matter may be resolved. Office of the Inspector General Office of the Inspector General (or OIG) is a common sub-agency within cabinet-level agencies of the United States federal government and serves as auditing and investigative arm of the agency's programs focused on identifying waste, fraud and abuse. (OIG Noun 1. OIG - the investigative arm of the Federal Trade Commission Office of Inspector General independent agency - an agency of the United States government that is created by an act of Congress and is independent of the executive departments ): In November 2004, executives of Biovail met with the OIG to discuss the agency's review of a program utilized by the Company from April 2003 to August 2003 related to the commercialization of Cardizem(R) LA. Biovail advised that it had taken precautionary pre·cau·tion·ar·y also pre·cau·tion·al adj. Of, relating to, or constituting a precaution: taking precautionary measures; gave precautionary advice. Adj. 1. steps to ensure that the program in question, a Clinical Experience Program, met the applicable rules and regulations. These steps included relying on advice from various external consulting, legal and regulatory advisory firms, as well as relying on a representation from the company that designed the program on behalf of Biovail. Recently, the OIG has indicated, through the issuance of subpoenas, its desire to interview certain persons (employees and non-employees) in order to confirm the Company's position as presented to the agency. Biovail is working diligently dil·i·gent adj. Marked by persevering, painstaking effort. See Synonyms at busy. [Middle English, from Old French, from Latin d to resolve this matter, although the Company cannot predict the outcome or the timing of when this matter may be resolved. U.S. Securities and Exchange Commission (SEC): In March 2005, the SEC advised Biovail that it had issued a formal order of investigation related to the previously disclosed informal inquiry initiated in November 2003 which sought historical financial and related information, including, but not limited to the Company's accounting and financial disclosure practices. The formal investigation continues to focus primarily on accounting practices; however, the scope of the investigation is broader and includes certain transactions associated with a corporate entity since acquired by the Company. The period under review is January 2001 through May 31, 2004. Biovail has been fully co-operating with the SEC, and will continue to do so in an effort to bring the investigation to a conclusion as expeditiously ex·pe·di·tious adj. Acting or done with speed and efficiency. See Synonyms at fast1. ex as possible. About Biovail Corporation Biovail Corporation is specialty pharmaceutical company, engaged in the formulation formulation /for·mu·la·tion/ (for?mu-la´shun) the act or product of formulating. American Law Institute Formulation , clinical testing, registration, manufacture, and commercialization 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 Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. " 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 forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. 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 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. 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, tax rate assumptions, availability of raw materials and finished products, the regulatory environment, the outcome of legal proceedings All actions that are authorized or sanctioned by law and instituted in a court or a tribunal for the acquisition of rights or the enforcement of remedies. , fluctuations in operating results and other risks detailed from time to time in the Company's filings with the Securities and Exchange Commission and the Ontario Securities Commission. Biovail undertakes no obligation to update or revise any forward-looking statement. |
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