In an effort to improve corporate governance, Salix Pharmaceuticals (Nasdaq:SLXP) has appointed a non-employee chairman of the board and announced various bylaw amendments.
John Chappell has been named chairman of the board to replace Bob Ruscher, who stepped down to allow an independent director to assume the role.
The board at Salix has hired an independent search firm to help find an additional independent outside board member. Ruscher plans to retire from the board after a new member is found by the end of the year.
Chappell has served as a member of the board of Salix since December 1993. He has served as a member of its audit and compensation committees since December 1994, and its nominating/corporate governance committee since its formation earlier this year.
In 28 years at SmithKline Beecham (now GlaxoSmithKline), Chappell served as chairman of Worldwide Pharmaceuticals, where he was responsible for the multi-billion dollar ethical pharmaceutical business with 30,000 employees.
Salix also has adopted several amendments to the its bylaws, including ones to limit directors to serving on no more than three other public company boards; allow stockholder and director meetings and communications by electronic transmission or remote communication; and establish procedures for stockholder proposals and nominees for election to the board.
The reorganizational moves are in an effort to improve corporate governance and clarify governance procedures, the company says.
Earlier this summer, Salix fended off a hostile takeover bid by Axcan Pharma. The company’s bid expired in June, but Salix later disclosed that it had spent $1.7 million to defeat the takeover, contributing to its $7 million quarterly loss.
Axcan had offered $10.50 a share for Salix in a fight that started in April at $8.75 a share. Salix shareholders voted overwhelmingly in favor of its existing board at its shareholder meeting in June, thus in effect defeating the Axcan takeover.
Salix stock reached a 52-week high Tuesday, increasing more than 23 percent to $17 after the company announced positive results from Phase III clinical study of Rifaximin, its drug for the treatment of traveler’s diarrhea. (See related story.)