Corporate Governance is defined by the TSX for the Dey Committee in 1994 as:

“The process and structure used to direct and manage the business and affairs of the company with the objective of enhancing long-term value for shareholders and the financial viability of the business. The process and structure define the division of power and accountability among shareholders, the Board of Directors and management and can have an impact on other stakeholders such as employees, customers, suppliers and communities.”

The Board of Directors of MethylGene is committed to good corporate governance. The Corporate Governance and Nominating Committee ensures that the elements contained in the Corporate Governance Manual are practiced. The manual is reviewed and updated on an annual basis.

The Board of Directors has established three (3) committees:

• Audit Committee
• Compensation Committee
• Corporate Governance and Nominating Committee

Each committee has a defined charter which clearly specifies the roles and responsibilities of the respective Committees and of the Directors who sit on the Committees. Each committee consists of at least three (3) independent Directors and meets throughout the year as reflected in the annual Management Proxy Circular.

As required by the TSX, MethylGene provides a corporate governance disclosure as part of its annual reporting. To view this document, please click here and see Appendix A of our Management Proxy Circular filed on May 19, 2011.

• Executive Management
• Board of Directors

• Board of Directors Mandate

• Audit Committee Charter
• Corporate Governance and Nominating Committee Charter
• Compensation Committee Charter

• Code of Business Conduct and Ethics
• Position Description – Chair of a Committee
• Position Description – Individual Director