Additional disclosures required pursuant to Form 40-F instructions
Disclosure Controls and Procedures
Based on their evaluation as of the end of the period covered by this Form 40-F, the Chief Executive Officer and Chief Financial Officer of Axcan Pharma Inc. (the "Company") have concluded that the Company's disclosure controls and procedures (as defined in Rules13a-15(e) and 15d-14(e) under the Securities Exchange Act of 1934) are effective as of the end of the period covered by this report.
Internal Controls
During the period covered by this Form 40-F there were no changes in the Company's internal control over financial reporting identified in connection with the evaluation described above that occurred during the period covered by this report that have materially affected or are reasonably likely to materially affect the Company's internal control over financial reporting (as defined in Rules13a-15(f) and 15d-14(f) under the Securities Exchange Act of 1934).
Code of Ethics
The Company has adopted a Business Ethics and Conduct Code that applies to all employees, including its chief executive officer, principal financial officer and principal accounting officer. The full text of the Business Ethics and Conduct Code is published on the Company's web site atwww.axcan.com under the captions "site map," "corporate profile" and "business ethics." In the event that the Company makes any amendments to or waivers of a provision of the Business Ethics and Conduct Code applicable to its principal executive officer, principal financial officer or principal accounting officer, the Company intends to disclose such amendment in accordance with the applicable SEC regulations. Information on the Company's website does not form a part of this Form 40-F.
Principal Accountant Fees and Services
Audit Fees. Aggregate fees billed for fiscal 2003 and 2002 for professional services rendered by Raymond Chabot Grant Thornton ("RCGT") for the annual audit of the Company's financial statements and the review of the Company's quarterly financial statements were $222,000 and $127,000, respectively.
Audit-Related Fees. The aggregate fess billed for audit-related services for the 2003 and 2002 fiscal years were $181,000 and $76,000, respectively. The audit-related services rendered by RCGT primarily consisted of due diligence and consultation on acquisitions and other business transactions, internal control advisory services outside of the scope of the audit and the issuance of consents and opinions.
Tax Fees. The aggregate fees billed for tax services for our 2003 and 2002 fiscal years were $246,000 and $226,000, respectively. The tax services rendered by RCGT primarily consisted of tax planning, assistance with the preparation of tax returns, tax services rendered in connection with acquisitions made by the Company and tax advice on other related matters.
All Other Fees. All other fees for the 2003 and 2002 fiscal years were $45,000 and $54,000, respectively. These fees relate to miscellaneous management consulting services, which did not involve information systems design and implementation services.
The Company's Board of Directors has established an Audit Committee. During fiscal 2003, the Audit Committee was comprised of Louis Lacasse, Collin R. Mallet and Dr. Claude Sauriol. The Board has determined that Mr. Lacasse is an "audit committee financial expert" as defined under recently adopted rules of the Securities and Exchange Commission and is independent of management of the Company. Beginning in fiscal 2004, The Company's Audit Committee, or in the absence of the full committee, the Chairman of the Audit Committee, will pre-approve all engagements of the Company's auditors for audit and permitted non-audit services. The Audit Committee has approved the performance by its auditors of the following non-audit services for fiscal 2004: assistance with the preparation of registration statements; accounting and reporting research; transfer pricing services and certain tax-related services.
Off Balance Sheet Arrangements
The Company is not a party to any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on the Company's financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources.
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