Policy on Security Holder Communications with Directors
The Board of Directors (the "Board") of Myriad Genetics, Inc. (the "Company") encourages open, frank, and candid communications with Company security holders to the extent permissible under the Company's non-disclosure policies and regulatory restrictions on the disclosure of material, non-public information. Accordingly, the Board has established a process whereby security holders may communicate with the Board as a whole, or any individual member of the Board. This communication process shall be in the form of written correspondence. If a security holder desires to send a communication to the Board, or a specific Board member, the security holder must prepare the communication in written form and mail or hand deliver the same to the following address:
ATTN: SECURITY HOLDER COMMUNICATION
Board of Directors [Designate individual director if applicable]
Myriad Genetics, Inc.
320 Wakara Way
Salt Lake City, Utah 84108
All communications so marked and received by the Company shall be delivered to the Company's General Counsel, who shall maintain a log of all correspondence sent to the Board or any individual Board member. All security holder communication addressed to the Board will be forwarded to the Nominating and Governance Committee of the Board for consideration at its next committee meeting. Security holder communications addressed to individual directors, shall be forwarded to the designated director.
The Company's acceptance and forwarding of a communication to the Board, or any member or members of the Board, does not imply that the directors owe or assume any fiduciary duty to the person submitting the communication, all such duties being only as prescribed by law.
The following types of communications are not appropriate for delivery to directors under these procedures:
- Communications regarding individual grievances or other interests that are personal to the party submitting the communication and could not reasonably be construed to be of concern to security holders or other constituencies of the Company (such as employees, members of the communities in which the Company operates its businesses, customers and suppliers) generally;
- Communications that advocate the Company's engaging in illegal activities;
- Communications that, under community standards, contain offensive, scurrilous or abusive content; and
- Communications that have no rational relevance to the business or operations of the Company (it being understood, however, that issues of social concern arising by reason of the business and operations of the Company are not intended to be excluded under this criterion).
The personnel responsible for receiving and processing the communications shall review each communication to determine whether the communication satisfies the procedural requirements for submission under these procedures.
This policy shall be placed on the Company's website. This policy may be modified by the Board at any time.