Cipher adheres to strict corporate governance practices, which the Board and management believe are essential to the success of the Company and to the enhancement of shareholder value. As a publicly listed company on the Toronto Stock Exchange, Cipher submits the required filings with Canadian securities regulators and accordingly, Cipher is subject to a variety of corporate governance and disclosure requirements. Cipher’s corporate governance practices meet or exceed National Instrument 58-101 “Disclosure of Corporate Governance Practices” adopted by the Canadian Securities Administrators and ensures transparency and effective governance of the Company.

William Garriock

Chairman of the Board

Mr. Garriock is a professional company director and the retired Chairman and former President of MDS SCIEX, the analytical instrument division of MDS Inc.  From 1993 to 1994, Mr. Garriock was Vice President and Managing Partner of MDS Health Ventures Inc., following eighteen years as President and CEO of Miles Canada Inc. (now Bayer Canada Inc.), a pharmaceutical, diagnostics and consumer products company.  Mr. Garriock is a graduate of the University of British Columbia and obtained his MBA from Northwestern University, Kellogg School of Business.  He currently serves as a director of World Heart Corporation.  Mr. Garriock is Cipher’s Chairman of the Board of Directors as well as the Chairman of the Nominating and Governance Committee.

Stefan Aigner, M.D., CFA

Director

Dr. Aigner is a founder of Inspirion Pharmaceuticals, LLC (“Inspirion”), a company formed in 2006 to pursue opportunities in the specialty pharmaceutical industry and Inspirion Delivery Technologies, LLC, a company formed in 2008 to pursue abuse deterrent product development, and has been principally occupied in that role since May 2008.  From 2006 until 2008 Dr. Aigner was the Executive Vice-President, Corporate and Business Development at Alpharma, Inc. (“Alpharma”) a global specialty pharmaceutical company.  Before joining Alpharma, Dr. Aigner was co-founder and Executive Vice President of Business Development and Medical Affairs for Reliant Pharmaceuticals, Inc. (“Reliant”) a pharmaceutical company that specializes in the development, commercialization and marketing of prescription therapeutic products.  Dr. Aigner served at Reliant from 1999 to 2006.  During his tenure at Reliant, Dr. Aigner led the company through multiple acquisitions and significant in-licensing transactions and was responsible for building the company’s cardiovascular portfolio through partnerships with leading U.S. and European companies.  Prior to working at Reliant, Dr. Aigner was a consultant with healthcare consulting firm The Wilkerson Group from 1996 to 1999.  Dr. Aigner graduated summa cum laude with a degree in medicine from the University of Erlangen, Nuremberg, Germany.

William Claypool, M.D.

Director

Dr. Claypool has been a Senior Partner at Pennmark Associates, LLC, a pharmaceutical development consulting firm, since October 2008.  Prior to that, Dr. Claypool served as President, CEO and Chairman of Phoenix Data Systems Inc. from January 2001 until it was acquired by Bio-Imaging Technologies Inc. in March 2008.  From January 2001 until June 2001, he served as President and CEO of The GI Company.  From 1991 to 2001 Dr. Claypool held a number of senior management positions with SmithKline Beecham Pharmaceuticals, including Senior Vice President and Director of Worldwide Clinical Development and Medical Affairs.  Dr. Claypool has served as a director of ViroPharma since December 2003 and he serves on their compensation committee.  He was a director at Morphotek prior to its sale to Eisai Pharmaceuticals.  He was also a board member of 3 Dimensional Pharmaceuticals prior to its sale to Johnson & Johnson.  Dr. Claypool received his medical degree from the University of Connecticut School of Medicine.

Gerald McDole

Director

Mr. McDole retired as President and CEO of AstraZeneca Canada Inc.’s pharmaceutical operations at the end of 2003. He was previously President and CEO of Astra Pharma Inc., and led the merger with Zeneca Pharma Inc.  He currently serves as a director of Medicure Inc. and Paladin Labs Inc. and is Chairman of the Board of Sampling Technologies Inc., a privately-held medical information technologies company.  Mr. McDole holds a BSc. and a certificate of Business Management from the University of Manitoba, an MBA from Simon Fraser University, and a business administration diploma from the University of Toronto. Mr. McDole serves as Chairman of Cipher’s Compensation Committee.

John Mull, M.D., F.R.C.P. (C)

Director

Dr. Mull is the founder of CML HealthCare Inc. and a member of the College of Physicians and Surgeons of Ontario.  Dr. Mull is a 1957 graduate of the Faculty of Medicine, University of Toronto.  He completed his training in Anatomic and Clinical Pathology at the University of Michigan, and is certified in Pathology by the Royal College of Physicians and Surgeons and in Anatomic and Clinical Pathology by the American College of Physicians and Surgeons.  Dr. Mull engaged in research which led to the publication of 15 papers in various medical journals.  He returned to Canada in 1965 where he obtained his FRCP(C) in pathology and joined the staff at Norfolk General Hospital (Simcoe), West Haldimand Hospital (Hagersville) and the Tillsonburg District Memorial Hospital.

Stephen R. Wiseman, C.A.

Director

Mr. Wiseman was Chairman of the Board of CML HealthCare Inc. until March 3, 2011 and is currently a director of CML.  He was previously a partner of Taylor Leibow LLP, the largest independent accounting firm in the greater Hamilton and Burlington region and he continues to serve as an advisor and consultant with the firm.  Mr. Wiseman is a member of the Canadian Institute of Chartered Accountants and the Institute of Chartered Accountants of Ontario.  In addition, he holds a CMA designation from the Society of Management Accountants of Ontario and a CFE designation from the Association of Certified Fraud Examiners.  Prior to joining Taylor Leibow in 1976, Mr. Wiseman held academic positions at McMaster University, University of Saskatchewan and University of Ottawa.  He earned his MBA from McMaster University and Bachelor of Commerce and Master of Arts (Economics) degrees from the University of Ottawa.  Mr. Wiseman serves as Chairman of Cipher’s Audit Committee.