Nomination Committee Charter

The Arrowhead Pharmaceuticals Nomination Committee Charter sets out the functions and responsibilities of the Nomination Committee, along with certain matters relevant to the operation of the Nomination Committee.

The Committee’s role

The role of the Nomination Committee is to ensure that the Board of Directors is comprised of individuals who are best able to discharge the responsibilities of directors, having regard to the law and the highest standards of governance.

The Committee’s rights

The Nomination Committee has the ability to obtain independent professional advice to assist it with its functions, with the cost to be paid for by the Company.

The Committee’s responsibilities

The Nomination Committee generally has responsibility for:

  • Assessing the skills required on the Board;
  • From time to time assessing the extent to which the required skills are represented on the Board, considering, among other things, the Company’s strategic direction, and informed in part by the Board’s self-evaluation process;
  • Establishing processes for the review of the performance of the Board as a whole and individual non-executive directors;
  • Establishing processes for the identification of suitable candidates for appointment to the Board; and
  • Implementing processes for the induction of new non-executive Directors to the Company and processes for continuing education of directors.

Commitment to diversity

The Nomination Committee believes that the Board should represent a diverse mix of skills, regional and industry experience, backgrounds, ages and other unique characteristics, such as race, gender and ethnicity. In furtherance of this goal, the Committee is committed to actively seeking out highly qualified diverse candidates (including women and minority candidates) to include in the pool from which Board nominees are chosen.

Membership requirements

All non-executive directors of the Board become, upon appointment to the Board, members of the Committee.

As a majority of the Board is required to be assessed as independent by the Board under the Arrowhead Pharmaceuticals Board Charter, a majority of the Nomination Committee are independent non-executive directors.

The Chairman of the Board is the Chairman of the Committee unless the Chairman holds an executive position within the company. In such situations, the Committee will elect a Chairman from the pool of non-executive directors.

The Nomination Committee meets at least once a year. The Committee may invite whomever it wishes to attend the meeting(s).