Antra Biopharma Solutions

A focus on corporate governance has never been more important than in today’s business environment, where investor and public confidence in companies is no longer based strictly on financial performance or products and services. Rather, confidence increasingly is based on a company’s structure, its board of directors, its policies and guidelines, its culture and the behavior of not only its officers and directors, but also all of its employees. We are proud of our strong commitment to maintaining the highest standards of corporate governance.

Board of Directors

At Antra, we take seriously the importance of corporate governance. Our approach is proactive, starting with our board of directors. Antra’s board recognizes the importance of good corporate governance as a means of addressing the needs of employees, communities, customers and shareholders. Meet Our Board... Download Amended and Restated Certificate of Incorporation Download Bylaws as Amended and Restated Effective November 13, 2018

Corporate Governance

Our approach to corporate governance is articulated, in part, through several key guidelines and policies, as set forth below. These policies apply to members of the Antra board and employees, and they include Antra’s Corporate Governance Guidelines, Code of Conduct and Securities Trading Policy – all of which is consistent with our commitment to acting with integrity in all that we do. Information related to Ethics & Compliance matters at Antra (including the company’s Ethics & Compliance Helpline) is also set forth below.

Investor Information

We provide comprehensive financial information for shareholders. Review our annual report and proxy statements; access information on transactions, filings, and financial schedules; or check the calendar of events for scheduled investor calls and meetings.

Corporate Governance Matters

Corporate Governance Guidelines

In 1995, we became one of the first companies to adopt formal corporate governance guidelines. At Antra Biopharma Solutions, reexamining our practices and setting new standards is an ongoing process. Today’s corporate governance guidelines reflect that process.

Corporate Governance Guidelines >

SEC Filings and Insider Transactions

Access all AntraBiopharma SEC filings.

These filings include certain transactions in Antra securities involving directors and certain officers of the company. 

Code of Conduct

Directly tied to Antra’s approach to values-based decision making is its widely lauded Ethics and Compliance program, which is built around the concept of integrity. Antra’s Code of Conduct is a guide for employees and suppliers, available in multiple languages, to help explain the universal principles governing our business.

Learn more

Securities Trading Policy

Federal and state securities laws impose important restrictions on “insiders” of companies with respect to their securities transactions. An “insider” of Antra is any Antra employee who learns of material, non-public information about Antra, or, in some cases, about other companies.

Download securities trading policies

Ethics and Compliance

Antra’s commitment to operating with integrity requires more than just adequate financial management, workplace relations, and public service. It requires a framework for leaders to guide their organization in an ethical way.

Learn about how Antra integrates integrity into its culture

Baxter’s Ethics and Compliance Helpline is an independent telephone and Web resource that is available for employees and their families, suppliers, customers, and other Antra stakeholders to seek guidance about or report possible company ethics and compliance issues.

Board Committees & Charters

Audit Committee

Responsibility of the Audit Committee

The Audit Committee is primarily concentrated with the integrity of Antra's financial statements, its system of internal accounting controls, the internal and external audit process, and the process for monitoring compliance with laws and regulations. The committee's duties include:

  • Reviewing the adequacy and effectiveness of  Antra's internal control over the financial reporting with management, as well as the independent registered public accounting firm and internal auditors
  • Reviewing with management Antra's disclosure controls and procedures
  • Retaining and evaluating the qualifications, independence and performance of the independent registered public accounting firm
  • Approving audit and permissible non-audit engagements to be undertaken by the independent registered public accounting firm
  • Reviewing the scope of the annual external and internal audits
  • Reviewing and discussing Antra's financial statements (audited and non-audited), as well as earnings press release and related information, prior to their filing or release
  • Overseeing legal and regulatory compliance as it related to financial matters
  • Holding separate executive sessions with the independent registered public accounting firm, the internal auditor and management
  • Discussing guidelines and policies governing the process by which Antra assesses and manages risk
  • Approving certain financing matters, proposed corporate transactions and capital expenditures

Hiring of Independent Auditor Employees

The Audit Committee also establishes Antra's policy with respect to the hiring of employees and former employees of its independent auditors. The current policy is the Antra will not hire any current or previous employees of its independent registered public accounting firm who are working or have worked within the last two years on the company's audit.

Members of the Audit Committee

The Audit Committee met 10 times in 2021. The current members of the Audit Committee are:

  • Cathy R. Smith (Chair)
  • Albert P.L. Stroucken
  • Peter S. Hellman
  • Patricia B. Morrison
  • Thomas T. Stallkamp

Charter

Compensation Committee

Responsibility of the Compensation Committee

The Compensation Committee exercises the authority of the board relating to employee benefit and equity-based plans and the compensation of the company's officers. The committee's duties include:

  • Making recommendations for consideration by the board, in executive session, concerning the compensation of the chief executive officer
  • Determining the compensation of the company's officers (other than the chief executive officer) and advising the board of such determination
  • Making recommendations to the board with respect to incentive compensation plans and equity-based plans, as well as exercising the authority of the board concerning benefit plans
  • Serving as the administration committee of the company's equity-based plans
  • Making recommendations to the board concerning director compensation
  • Reviewing the adequacy of the company's stock ownership guidelines and periodicallly assessing compliance with these guidelines
  • Overseeing the company's compensation philosophy and strategy and periodically assessing the risk related to its compensation policies and practices

Member of the Compensation Committee

The Compensation Committee met three times in 2021. The current members of the Compensation Committee are:

  • John D. Forsyth (Chair)
  • Peter S. Hellman
  • Michael F. Mahoney
  • Nancy M. Schlichting
  • Thomas T. Stallkamp
  • Amy A. Wendell
Nominating, Corporate Governance & Public Policy Committee

Responsibility of the Nominating, Corporate Governance & Public Policy Committee

The Nominating, Corporate Governance & Public Policy Committee assists and advises the board on director nominations, corporate governance, and general board organization and planning matters (including stakeholder communication) and on current and emerging political, corporate citizenship and public policy issues that may affect Antra business operations, performance or public image. The committee's duties include:

  • Developing criteria for use in evaluating and selecting candidates for election and reelection to the board and assisting the board in identifying and attracting qualified director candidates
  • Selecting and recommending that the board approve the director nominees for the next annual meeting of shareholders and recommending persons to fill any vacancy on the board
  • Determining board committee structure and membership
  • Overseeing the succession planning process for management, including the chief executive officer
  • Developing and implementing an annual process for evaluating performance of the chief executive officer and chairman
  • Developing and implementing an annual process for evaluating board and committee performance
  • Reviewing and least annually the adequacy of Antra's Corporate Governance Guidelines
  • To the extent not delegated to other committees, review matters impacting Antra's image and reputation and its standing as a responsible corporate citizen

Members of the Nominating, Corporate Governance & Public Policy Committee

The Nominating, Corporate Governance & Public Policy Committee met six times in 2021. The current members of the Nominating, Corporate Governance & Public Policy Committee are:

  • Thomas F. Chen (Chair)
  • John D. Forsyth
  • Michael F. Mahoney
  • Steve Oesterle
  • Nancy M. Schlichting
  • Albert P.L. Stroucken

Charter

Quality, Compliance and Technology Committee

Responsibility of the Quality, Compliance and Technology Committee The Quality, Compliance and Technology Committee assists the board in fulfilling its oversight responsibilities with respect to legal, regulatory, and other compliance matters, and advises the board with respect to Antra’s scientific and technical direction. The committee’s duties include:

  • In coordination with the Audit Committee, reviewing Antra’s strategies and practices with respect to maintaining legal, regulatory, and other compliance matters
  • Reviewing and making recommendations regarding Antra’s Ethics & Compliance program (including oversight of Antra's Code of Conduct)
  • Reviewing and making recommendations regarding Quality and Regulatory programs
  • Overseeing Antra's innovation strategy (including with respect to product cybersecurity matters)
  • Reviewing and making recommendations regarding environment health and safety and sustainability matters

Members of the Quality, Compliance and Technology Committee

The Quality, Compliance and Technology Committee met five times in 2021. The current members of the Quality, Compliance and Technology Committee are:

  • Stephen N. Oesterle, M.D. (Chair)
  • Thomas F. Chen
  • Patricia A. Morrison
  • Amy A. Wendell
  • David S. Wilkes, M.D.

Charter

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