Corporate Governance

Board of Directors Responsibilities and Composition

The Board of Directors (the "Board") of the Corporation assumes stewardship of the Corporations's overall administration and supervises the management of the Corporation's operations with the objective of increasing shareholder value. The Board is also responsible for taking all reasonable measures to satisfy itself as to the integrity of management and ensuring that management creates a culture of integrity throughout the Corporation.

On December 4, 2014 the Board adopted and approved a written mandate delineating its role and responsibilities.

The Board is currently comprised of seven (7) directors, six (6) of which are independent. In addition to the Board, two committees were formed to assist the Directors in their responsibilities; the Audit Committee and the Nominating, Governance and Compensation Committee.

Audit Committee

The Audit Committee assists the Board by reviewing the financial reporting process, the system of internal control, the audit process as well as the Corporation's process for monitoring compliance with laws and regulations, and with the Code of Ethical Conduct. The Audit Committee, which is formed of a minimum of three (3) independent directors, recommends the appointment of external auditors to the Board.

The Audit Committee Charter was revised and approved by the of Directors on March 23, 2010.

Nominating, Governance and Compensation Committee

The Nominating, Governance and Compensation Committee (the "Governance Committee") assists the Board in developing the Corporation's approach to corporate governance issues, proposing new Board nominees, assessing the effectiveness of the Board and its committees, their respective chairs and individual directors. This committee also assists the Board in discharging its responsibilities relating to executive and other human resources hiring, assessment, compensation and succession planning. The Governance Committee is formed of a minimum of three (3) independent directors.

On March 23, 2010, the Board adopted and approved a written mandate delineating its role and responsibilities.

Whistleblower Program

Our commitment
Aeterna Zentaris Inc. and its subsidiaries are committed to preserving the reputation of the Company for integrity and excellence and conducting the businesses and activities of the Company honestly and ethically and in compliance with applicable laws, rules and regulations.

Aeterna Zentaris Inc. is responsible for and committed to provide accurate and reliable financial reporting. To support that goal, we have established this communication channel for employees and other stakeholders to report, on a voluntary basis, their concerns regarding the integrity of Aeterna Zentaris Inc. accounting, internal accounting controls or auditing matters (Financial Matters) 

The Code of ethical conduct (PDF-240K) was adopted by the Board of Directors on March 29, 2004 and amended by the Board of Directors on November 3, 2004, December 13, 2005, March 2, 2007 and March 10, 2009.

EthicsPoint

Aeterna Zentaris Inc. has selected EthicsPoint, an independent third party supplier, to provide a confidential and anonymous communication channel for reporting concerns about possible violations to the Aeterna Zentaris Inc. Code of ethical conduct (the "Code") as well as financial and/or accounting irregularities or fraud. Internet Interface is available in French and English and EthicsPoint call center manages more then 100 languages.

All inquiries will be handled promptly and discreetly. In order to make the process of inquiry handling easier, we encourage you to identify yourself. However, you have the right to remain anonymous, and confidentiality will be maintained insofar as is possible. Aeterna Zentaris Inc. employees will not be penalized, dismissed, demoted or suspended and no retaliatory action will be taken against them for reporting or not, inquiring in good faith about potential breaches of the Code, or for seeking guidance on how to handle suspected breaches.

To make a report

You may use either of the following two methods:

1. Call 1-866-384-4277 (within Canada or United States)
Call 0800-1016582 (Germany)

2. Click here and go to www.ethicspoint.com

The Company prefers that human resources issues be handled at the local level. Employees are encouraged to speak with someone in their local management or Human Resources staff, if possible, to try to resolve their issues before filing a report. If the issue has not been addressed after a reasonable amount of time, employees are encouraged to make a report.

Philip Theodore
Chief Administrative Officer, General Counsel & Corporate Secretary
315 Sigma Drive, Suite 302-D
Summerville, South Carolina
USA 29483
ptheodore@aezsinc.com