Compliance Committee Charter

Illumina, Inc.

This Charter outlines the purpose, composition and responsibilities of the Compliance Committeeof Illumina, Inc.
I.

PURPOSEThe Compliance Committee (“Committee”) is a standing committee responsible for ensuring that
the Company continues to conduct its operations and activities ethically, with the highest levelof integrity, and in compliance with all legal and regulatory requirements.
The Committee oversees the development, maintenance, and monitoring of global, legallysound, practical and sustainable programs (collectively “programs”) intended to satisfy theCompany’s legal compliance obligations and to foster a culture of compliance with laws,
regulations, industry standards and company policies.
II.

SCOPE

The oversight activities of the Committee support the Company’s compliance programs,
management, and the Board of Directors.
Although the Committee, which includes the Company’s Chief Compliance Officer, oversees
compliance at Illumina, the Management of the Company has primary responsibility forimplementing and carrying out the programs.
Material amendments to this Charter shall be reviewed and approved by the Audit Committee ofthe Board of Directors.
III.

MEMBERSThe Committee is composed of seven members:
•••••
•
•

the Chief People Officer
the Chief Medical Officer,
the Chief Commercial Officer,
the Chief Financial Officer,
the Chief Marketing Officer,
the Chief Operations Officer,
the General Counsel who is also the Company’s Chief Compliance Officer.

Last Updated March 16, 2021

Illumina, Inc.

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Compliance Committee Charter

Illumina, Inc.
IV.

DELEGATES

When a member is unavailable to attend a Compliance Committee meeting, the member shallappoint a delegate at the level of Vice President or above to represent the member at themeeting. Notice of such delegation must be made in writing by the delegating member to theCommittee Chairman. A delegate has the same duties, powers and obligations as the delegatingmember.
V.

CHAIRS, QUORUM, APPROVALS, RECORD-TAKING AND MEETING FREQUENCYThe General Counsel is the Chair of the Committee. The Chair shall designate an individual toprepare agendas and record and maintain meeting minutes. The Committee meets quarterly.
Members may attend the meetings telephonically or via electronic means. Ad hoc meetings ofthe Committee may be called as required by any member. Four members represent a quorum.
A simple majority vote is required for all approvals, including revisions to this Charter. A
representative of Internal Audit is invited to each meeting. The Committee may conduct anexecutive session at any time and may exclude any or all non-member attendees.
VI.

RESPONSIBILITIES•Foster a culture of ethics and compliance throughout the Company.

•Advocate and promote global awareness of the Company’s compliance program
efforts with the understanding that all employees are responsible for thecompliance efforts of the Company.

•Understand, globally, the nature of compliance risks and potential exposures tothe Company, including the potential impact on the Company’s reputation,business operations and financial exposure.

•Ensure that Company compliance programs are (a) designed to manage identified
risks, (b) capable of being monitored, scaled, and measured, and (c) consistent
with the guidance for Effective Compliance Programs provided by the Office ofInspector General and the U.S. Sentencing Guidelines.

•Implement a reliable, global mechanism for facilitating the development,implementation, maintenance, and monitoring of the programs.

Last Updated March 16, 2021

Illumina, Inc.

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Compliance Committee Charter

Illumina, Inc.

•Ensure that the programs are adequately resourced to achieve the objectives set
by the Committee.

•

Prioritize compliance efforts and resources based on global business needs andrisk assessment.

•

Identify and provide guidance to an appropriate executive owner for each existingand emerging compliance area.

•Oversee Compliance Efforts:•Review reports of compliance activities;•Review status of implementation of new programs;•Review and monitor reports of compliance issues, associatedremediation/mitigation plans & any sanctions imposed;•

Recommend the General Counsel authorize, as appropriate, investigationsof possible compliance issues.

•Report compliance issues, as appropriate, to the Board of Directors.

•Review the Illumina Code of Conduct on a periodic basis and recommend
revisions, if any, to the Nominating and Governance Committee.

Last Updated March 16, 2021

Illumina, Inc.

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