Corporate Governance Principles
The following Corporate Governance Principles (the "Principles") have been adopted by the Board of Directors (the "Board") of Myriad Genetics, Inc. (the "Company" or "Myriad"). These Principles, along with the charters of the individual committees of the Board, the Company's Code of Conduct, as well as the Company's Certificate of Incorporation and Bylaws, provide the framework for the corporate governance of Myriad.
The role of the Board and management is to promote and enhance the long-term value of the Company for its shareholders. The business and affairs of the Company are managed by and under the direction of the Board, except for those matters reserved to the shareholders. The day to day affairs of Myriad are conducted by the Company's employees, managers and officers under the direction of the President and Chief Executive Officer.
The Board regularly meets to review and discuss the reports of management on the performance of the Company and on Company plans, both short-term and long-term. Each member of the Board is expected to prepare for, attend and participate in all meetings of the Board, and applicable Board committee meetings, and to be available as needed to advise the Chief Executive Officer and executive officers on matters of importance to the Board. Additionally, all members of the Board are expected to attend the Company's annual meeting of shareholders. In addition to its general oversight responsibilities, the Board and its committees also perform various specific functions, including:
- Selecting the President and CEO.
- Approving the executive officers of the Company.
- Evaluating the performance of the executive officers, including the President and CEO, and determining their compensation.
- Succession planning for the President and CEO and oversight for succession planning of the executive officers of the Company.
- Providing advice and oversight on the compensation of Company employees.
- Reviewing and approving fundamental financial and business strategies of the Company, as well as reviewing and approving major corporate actions.
- Assessing major risks facing the Company, and reviewing alternatives for the mitigation of such risks.
- Nominating directors and establishing Board committees.
- Ensuring processes are in place for maintaining the integrity of the Company, including the integrity of its financial reports, compliance with laws and regulations, and compliance with the Company Code of Conduct.
A director should possess the highest personal and professional standards of integrity and ethical values. Each director must be committed to promoting and enhancing the value of the Company for its shareholders. Directors should possess mature and objective business judgment and expertise. The goal is to have a diverse Board representing various business experience and acumen in a variety of disciplines, with particular experience in those areas that are material and relevant to the Company's business activities.
A majority of the Board shall be independent directors under the rules of the NASDAQ.
The Board and the employees of the Company are governed by a Code of Conduct and Ethics which sets forth the principles of business conduct and ethics expected to be followed. The Company has adopted a policy establishing procedures for handling complaints regarding Code of Conduct matters, including the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters.
The Board generally meets four times a year in regularly scheduled meetings, and in additional special meetings as needed. The Board regularly meets in executive sessions of the independent directors.
The Chairman of the Board and President and CEO of the Company set the agenda for Board meetings. Any member of the Board may request an item to be included on the agenda of the Board.
Under the direction of the Nominating and Governance Committee, the Board conducts board performance evaluations.
The Board, and each of its committees, has the authority to hire independent advisors to assist in carrying out Board and Committee responsibilities.
Management provides regular reports to the Board regarding the activities and business plans and strategies of the Company. The Board has free access to management and Company employees.
Any member of the Board that has a change in his or her employment or professional responsibilities that has the potential of a material conflict in his or her directorship for the Company, shall offer to resign from the Board. The Board will review the offer of resignation and may by majority vote accept or reject the offer based on the Board's belief of how the interests of the Company would be best served. Any member of the Board who, as a nominee for Director in an uncontested election, receives a greater number of "withheld" votes than "for" votes in such election, shall, upon recommendation of the Nominating and Governance Committee and action by the Board, submit his or her resignation from the Board.
From time to time, the Board may establish committees to assist the Board in carrying out its responsibilities. Presently, there are four committees of the Board: Audit, Compensation, Nominating and Governance and Strategic. The Board has established a charter for each of these committees. Each committee regularly reports to the full Board on its activities. The Nominating and Governance Committee, Compensation Committee and Audit Committee shall be composed entirely of independent directors under the rules of the NASDAQ. The Board has established a process for the assignment of Committee members, but the Board does not have a requirement for rotation of Committee memberships.
The Company encourages communication between its security holders and the Board. The Company has adopted a policy under which Company security holders may communicate with the Board or any of its individual members. The Company has also adopted a policy under which certain Company security holders may make recommendations for the nomination of directors to the Nominating and Governance Committee.
In order to facilitate that members of the Company's Board devote adequate time and attention to their responsibilities as a member of the Board, no Director shall serve on more than five public company boards (including the Company's Board).
There is no mandatory retirement age for members of the Board. There are no term limits applicable to members of the Board. Board orientation is provided for new members of the Board.
These Corporate Governance Principles may be amended by the Board from time to time as deemed appropriate to best serve the interests of the Company.