Biovail Corporation

Biovail Corporation

October 19, 2005 15:01 ET

Biovail Receives Important Corporate-Governance Recognition; Executive Chairman Eugene Melnyk Pleased with Progress; Stresses More to be Done

TORONTO--(CCNMatthews - Oct 19, 2005) -

Biovail Corporation (NYSE:BVF)(TSX:BVF) Executive Chairman Eugene Melnyk responded today to the ranking the Company received in The Globe and Mail's annual "Board Games" rankings of public companies in Canada. The report, released Monday, October 17, declared that Biovail had made "huge improvements in a single year", according to the authors of the prestigious corporate-governance rankings.

"We are very pleased to be included in the top 75 companies in Canada; only three points out of the top 50," said Executive Chairman Eugene Melnyk. "We know we still have a lot of work to do, and Biovail continues to work diligently to improve its corporate governance. This will help grow our business in the years to come."

A story in yesterday's edition of The Globe and Mail's Report on Business quotes Mr. Melnyk on the challenge of governance to entrepreneurs.

"What defines an entrepreneur is an ability to see change coming, and either take advantage of it or react to it in some way that will help your company," he said. "The changes that have occurred just in the mindset of investors - which are your ultimate bosses - have changed and you need to adapt."

Biovail's improved ranking in The Globe and Mail survey reflects the major initiatives the Company has undertaken this year. Biovail is proud to be among the most improved companies in this year's survey. The move from 63 to 81 points is the fourth biggest point gain of any company surveyed.

"These changes demonstrate that good governance is good business," said Mr. Melnyk. "Evidence of this can be found both in our stronger management practices, and in new products, such as Tramadol, which just received FDA approval."

Summary of Biovail's Corporate-Governance Enhancement Initiatives

In the past year, Biovail has initiated a number of corporate-governance enhancements. More specifically:

-- The appointment of two new independent directors (Jamie Sokalsky and William (Bill) Wells), and the appointment of Biovail Chief Executive Officer Dr. Douglas Squires to Biovail's Board of Directors;

-- The establishment of a Risk and Compliance Committee to review with management the risks facing Biovail, the management of those risks, and to assist the Board in overseeing the Company's compliance programs;

-- The development of written charters for the Board, Board committees, the Executive Chairman, the Chief Executive Officer and the Chairs of the Risk and Compliance Committee, the Compensation, Nominating and Corporate Governance Committee, and the Audit Committee;

-- Underscoring in the written job description the Chairman of the Corporate Governance Committee's leadership position on the Board;

-- Reviewing the committee structure and the membership of each Board committee;

-- Reviewing the system of director compensation; discontinuing stock options for directors in favor of deferred stock units;

-- Increasing the frequency of in-camera meetings of directors;

-- Establishing a Board Secretariat and other resources to provide directors with the information and support they need to perform their duties;

-- Reviewing the existing disclosure process; establishing a Disclosure Committee consisting of senior officers of the Company;

-- Initiating a formal performance-evaluation process covering the Board, its committees and individual directors;

-- Announcing that all members of the Board will become members of the Institute of Corporate Directors;

-- Instituting a comprehensive continuing-education program for all directors;

-- Adopting a formal orientation program for new directors;

-- Adopting individual voting for nominees to the Board;

-- Initiating a Board-renewal and succession process;

-- Developing profiles of director candidates;

-- Engaging Egon Zehnder to assist in that process;

-- Separating the roles of Chairman and CEO;

-- Appointing a CEO (Dr. Squires) and other senior executives; and

-- Engaging Carol Hansell, a partner at Davies Ward Phillips & Vineberg LLP and a leading legal authority on governance matters, to advise the Board on best practices.

About Biovail Corporation

Biovail Corporation is a specialty pharmaceutical company, engaged in the 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

For further information, please contact Ken Howling at 905-286-3000 or send inquiries to

"Safe Harbor" Statement Under the Private Securities Litigation Reform Act 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 and Canadian Therapeutic Products Directorate 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, 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.

Contact Information

  • Biovail Corporation
    Kenneth G. Howling, 905-286-3000