Corporate governance is the process and structure by which a corporation is governed.  

PreMD Inc.’s primary governance objective is to maintain and promote a strong, competitive and principled company, and, equally importantly, to earn the trust of all stakeholders. Our Board of Directors and management team work together towards these goals, with a focus on delivering long-term, sustainable shareholder value.

We are committed to fair disclosure of material information to shareholders, the investment community and other stakeholders. In addition, management endeavors to be available to respond to questions and comments from shareholders. PreMD reports on its corporate governance practices annually in the Management Information Circular.

The Board of Directors, led by an independent chairman, is comprised of individuals with significant industry, management and financial expertise invaluable to PreMD’s growth.

Management and the Board are committed to the highest ethical standards of business practices and processes, including widely accepted corporate governance principles and disclosure best practices.

The Board is responsible for the following:

• Adoption of a strategic planning process;
• Identification of the principal risks of PreMD’s business and implementation appropriate systems to manage these risks;
• Succession planning, including monitoring senior management;
• Implementation of a communications policy to facilitate effective communications with shareholders and other stakeholders; and
• Integrity of PreMD’s internal control and management information systems.

The current Board of Directors consists of four unrelated directors, as defined by the Toronto Stock Exchange and American Stock Exchange, and one related director who is also a management director. This structure fosters a neutral perspective, encourages objective analysis and aligns decision-making in the best interests of shareholders and other stakeholders. The Board’s unrelated directors have unrestricted and direct access to both management and the external auditors of the corporation.

The Board has established three committees, all of which are composed entirely of unrelated directors. The three committees are:

• Primarily responsible for ensuring the integrity of PreMD’s financial reporting, risk management and internal controls;
• Reviews PreMD’s annual and quarterly financial statements and, accordingly, makes recommendations to the Board; and
• Has unrestricted access to PreMD’s personnel and documents and has direct communication channels with PreMD’s external auditors.

• Reviews and approves the design and administration of all compensation and benefit plans and policies for the Board and senior management.
• Reviews membership and chairs of the Board committees, as well as the mandates and activities of each committee, and makes recommendations to the Board arising from such review.