LEGEND BIOTECH CORPORATIONCORPORATE GOVERNANCE GUIDELINES

The Board of Directors (the “Board”) of LEGEND BIOTECH CORPORATION (the“Company”) has established the following policies and practices (“Governance Guidelines”) forthe conduct and operation of the Board.
1.

Role of the Board of Directors
1.1

Responsibilities of the Board

The Board is selected by the shareholders to provide oversight of, and strategic guidance
to, senior management. The core responsibility of a Board member is to fulfill his or her fiduciary
duties of care and loyalty and otherwise to exercise his or her business judgment in the bestinterests of the Company and its shareholders. Service on the Board requires significant time andattention on the part of directors. More specifically, the Board has responsibilities to review,
approve and monitor fundamental financial and business strategies and major corporate actions,assess major risks facing the Company and consider ways to address those risks, select and oversee
management and determine its composition and oversee the establishment and maintenance ofprocesses and conditions to maintain the integrity of the Company. Directors must participate inBoard meetings, review relevant materials, serve on committees and prepare for meetings anddiscussions with management. Directors are expected to maintain an attitude of constructive
involvement and oversight; they are expected to ask relevant, incisive and probing questions andrequire honest and accurate answers. Directors must act with integrity and are expected todemonstrate a commitment to the Company, its values and its business and to shareholder value,
including the creation of long-term value. Directors are encouraged to attend the Company’s
annual general meeting of shareholders, either in person or telephonically.
1.2

Delegation to Management

Except as required by law, the Articles of Association of the Company or these Governance
Guidelines, the Board delegates the day-to-day management of the Company to the Chief
Executive Officer. The Chief Executive Officer may delegate such duties to other executives, andmay empower them to further delegate their responsibilities and authorities.
2.

ROLE OF THE CHIEF EXECUTIVE OFFICER

The chief executive officer or its functional equivalent of the Company, whose powers andfunctions shall be determined by the Board subject to the terms of his contract of employment with
the Company, shall be accountable to the Board.
The Chief Executive Officer shall be accountable to the Board and the authority of the
Chief Executive Officer shall be prescribed by the Board from time to time. The Chief Executive
Officer shall have the following responsibilities:
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•

Responsible for the Company’s daily operation and administration;•

Utilize resources to carry out the Board’s resolutions;•

Organize and attend to the implementation of the Company’s annual business plan andinvestment plan formulated by the Board;•

Draft plans for the establishment of the Company’s internal management structure for the
Board’s approval;•

Draft the basic management system of the Company for the Board’s approval;•

Propose detailed rules and regulations of the Company for the Board’s approval;•

Subject to other internal guidelines and regulations of the Company, recommend to theBoard for approval of the appointment or dismissal of other senior management otherthan those required to be appointed or dismissed by the Board; and•Exercise other powers conferred by the Articles of Association of the Company.

.
3.

BOARD COMPOSITION AND SELECTION
3.1

Size and Classes of the Board

The number of directors shall be established by the Board in accordance with the Articles
of Association of the Company. The Board and the Nominating and Corporate GovernanceCommittee will periodically review the appropriate size of the Board, which may vary toaccommodate the availability of suitable candidates and the needs of the Company. The Board isdivided into three classes that serve staggered three-year terms and are as nearly as equal in size
as possible.
3.2

Independence of Directors

It is the policy of the Company that the Board be composed of not less than a majority of
independent directors, subject to any exceptions permitted by The Nasdaq Global Market (the“Exchange”) listing standards (the “Listing Standards”). In determining independence, the Board
will utilize the “independence” requirements of Rule 5605(c)(2) of the Listing Rules of the Nasdaq
Stock Market, as applicable, and Rule 10A-3 under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), and any additional requirements that the Board deems appropriate.
3.3Management Directors

The Board anticipates that the Company’s Chief Executive Officer will continue to be
nominated to serve on the Board. The Board also may appoint or nominate other members of theCompany’s management whose experience and role at the Company are expected to assist theBoard in fulfilling its responsibilities.
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3.4
Selection of Chief Executive Officer and Chairman of the Board; Lead
Independent Director
The Board will select the Company’s Chief Executive Officer and Chairman of the Board(“Chairman”) in the manner that it determines to be in the best interests of the Company’s
shareholders. It is the policy of the Company that the positions of Chief Executive Officer andChairman may appropriately be held by the same person. The Board recognizes, however, that
there may be circumstances under which these offices should be separate. If the Chairman is not
an independent director, one of the independent directors may be designated by the Board as leadindependent director to serve until replaced by the Board (“Lead Independent Director”). The
Lead Independent Director would have the following responsibilities:•

With the Chairman, establish the agenda for regular Board meetings and serve as chairmanof Board meetings in the absence of the Chairman;•

Establish the agenda for and preside over meetings of the independent directors;•

Coordinate with the committee chairs regarding meeting agendas and informational
requirements;•

Preside over any portions of meetings of the Board at which the independence of thedirectors or performance of the non-independent Chairman or independent directors ispresented or discussed; and•Serve as a liaison between the Chief Executive Officer and/or non-independent Chairman
and the independent directors.
3.5

Roles and Responsibilities of the Chairman

The Chairman shall have the following responsibilities:•

Oversee the functioning of the Board;•

Coordinate with the board to formulate the overall corporate strategies, financial objectives
and direction of the Company for approval by the Board;•

Preside over general meetings and convene and preside over regular meetings of the Board;•

Coordinate with the board to approve annual budgets of the Company•

Ensure that good corporate governance practices and procedures of the Company are
established;•

Procure and check the implementation of resolutions of the Board;•

Sign on share certificates, bond certificates and other securities issued by the Company;•

Organize the formulation of various rules and coordinate operation of the Board;
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•Sign on important documents of the Board and legally binding documents on behalf of theCompany, where appropriate;•

Nominate candidates for members and chairman of the board committees under the Board
in coordination with the Nominating and Corporate Governance Committee;•

Supervise and inspect regular or provisional work reports of the senior management, andprovide opinions to guide implementation of the Board resolutions;•

Work with the board to establish corporate goals and individual goals for top management
team of the Company and review their performance;•

Perform the functions and powers of the Board within the mandate of the Board when the
Board is not in session; and•Perform other functions and powers authorized by the law, the Articles of Association of
the Company or these Governance Guidelines.
3.6

Selection of Directors

The Board will be responsible for nominating members for election to the Board by theCompany’s shareholders at the annual meeting of shareholders. The Board is also responsible forfilling vacancies on the Board that may occur between annual meetings of shareholders. The
Nominating and Corporate Governance Committee is responsible for identifying, reviewing andevaluating and recommending to the Board candidates to serve as directors of the Company, in
accordance with its charter and consistent with the criteria set by the Board in accordance with
Section 1.6 below. Invitations to join the Board should generally be extended by the Chairman orLead Independent Director.
3.7

Board Membership Criteria

The Board will determine the appropriate characteristics, skills and experience for the
Board as a whole and for its individual members. The Board considers recommendations fornominees from the Nominating and Corporate Governance Committee. In selecting candidates andexisting directors for service on the Board, the minimum general criteria set forth below will beconsidered; specific additional criteria may be added with respect to specific searches. An
acceptable candidate may not fully satisfy all of the criteria, but is expected to satisfy nearly all ofthem.
The Board believes that candidates for director should have certain minimum
qualifications, including being able to read and understand basic financial statements, being over
35 years of age and having the highest personal integrity and ethics. In considering candidates
recommended by the Nominating and Corporate Governance Committee, the Board intends toconsider such factors as possessing relevant expertise upon which to be able to offer advice andguidance to management, having sufficient time to devote to the affairs of the Company,
demonstrated excellence in his or her field, having the ability to exercise sound business judgment
and having the commitment to represent the interests of the Company’s shareholders. Candidates
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for director nominees are reviewed in the context of the current composition of the Board, theoperating requirements of the Company and the long-term interests of shareholders. In conducting
this assessment, the Board considers diversity, age, skills, and such other factors as it deems
appropriate given the current needs of the Board and the Company, to maintain a balance ofknowledge, experience and capability. In the case of incumbent directors whose terms of office
are set to expire, the Board reviews such directors’ overall service to the Company during theirterm, including the number of meetings attended, level of participation, quality of performance,
and any relationships and transactions that might impair such directors’ independence. In the caseof new director candidates, the Board also determines whether the nominee will be independentfor Exchange purposes.
3.8

Changes in Board Member Criteria

The Board and the Company wish to maintain a Board composed of members who can
productively contribute to the success of the Company. From time to time, the Board may change
the criteria for Board membership to maximize the opportunity to achieve this success. When thisoccurs, existing members will be evaluated according to the new criteria. A director who no longer
meets the complete criteria for Board membership may be asked to adjust his or her committee
assignments or resign from the Board.
3.9

Term Limits

The Board does not believe it should limit the number of terms for which an individual
may serve as a director. Directors who have served on the Board for an extended period of time
are able to provide continuity and valuable insight into the Company, its operations and prospects
based on their experience with, and understanding of, the Company’s history, policies andobjectives. The Board believes that, as an alternative to term limits, it can ensure that the Board
continues to evolve and adopt new ideas and viewpoints through the director nomination processdescribed in these Governance Guidelines.
3.10

Other Board Memberships

Directors shall advise the Chairman and the Chairman of the Nominating and Corporate
Governance Committee in advance of accepting an invitation to serve on the board or committeeof another company. The Board recommends that directors serve on no more than four other publiccompany boards and on no more than two other public company audit committees. The Board
recognizes that the critical consideration is the director’s ability to fulfill his or her responsibilities
as a director can be impaired if he or she serves on a large number of other boards or board
committees. Service on boards and board committees of other companies should be consistent with
the Company’s conflict-of-interest policies and Code of Business Conduct and Ethics.
3.11

Retirement Age

The Board does not believe that a fixed retirement age for directors is appropriate.

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3.12

Directors Who Change Their Job Responsibility

Any director who retires from his or her present principal employment, or who
substantially changes his or her principal position or professional responsibilities, should promptly
notify the Board and the Nominating and Corporate Governance Committee. The Board does notbelieve any director who retires from his or her present principal employment, or who materiallychanges his or her principal position or professional responsibilities, should necessarily leave theBoard; however, there should be an opportunity for the Board and/or the Nominating andCorporate Governance Committee, to review the continued appropriateness of Board membership
under these circumstances.
4.

DIRECTOR COMPENSATION
4.1

Compensation of Directors other than the Chief Executive Officer

The Company’s management directors shall not receive additional compensation forservice as directors. The form and amount of director compensation for Board and committee
service for non-management directors shall be determined by the Compensation Committee inaccordance with the principles set forth in its charter and applicable legal and regulatory guidelines
and recommended to the Board for approval. The amount of compensation for non-management
directors and committee members should be consistent with market practices of similarly situatedcompanies and should encourage increased ownership of the Company’s shares through thepayment of a portion of director compensation in the form of equity awards. In determining
compensation, the Compensation Committee will consider the impact on the director’s
independence and objectivity.
4.2

Compensation of the Chief Executive Officer

The Board shall be responsible for evaluating annually the performance of the Chief
Executive Officer in light of the goals and objectives of the Company’s executive compensationplans, and determining and approving the Chief Executive Officer’s compensation level based on
this evaluation; provided that in determining the long-term incentive component of the Chief
Executive Officer’s compensation, the Board shall consider factors as it determines relevant,which may include, for example the Company’s performance and relative shareholder return, thevalue of similar awards to chief executive officers of comparable companies, and the awards given
to the Chief Executive Officer’s in past years.

5.

BOARD MEETINGS
5.1

Number of Meetings.

The Board expects to have at least four regular meetings each year.

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5.2

Attendance.

Board members are expected to attend all meetings of the Board and committees on which
they serve. Directors must notify the Chairman of circumstances preventing attendance at a
meeting.
5.3

Preparation and Commitment.

The Company will provide directors with appropriate preparatory materials in advance ofa meeting. Directors are expected to fully prepare for, and actively participate in, all Board
meetings and the meetings of committees on which they serve. Each director is expected to ensurethat other existing and planned future commitments do not materially interfere with the member’s
service as director.
5.4

Agenda.

The Chairman, together with the Lead Independent Director, if applicable, will establish aschedule of topics to be discussed during the year (to the extent this can be foreseen) and an agenda
for each Board meeting. Each Board member is encouraged to suggest the inclusion of items on
the agenda at any time. Each Board member is free to raise at any Board meeting topics that are
not on the agenda for that meeting.
5.5

Executive Session.

The independent directors of the Board will meet periodically in executive session but noless than two times per year or such greater number as required by the Listing Standards. Executive
session discussions may include such topics as the independent directors determine. The directors
generally shall not take formal action at these sessions, but may make recommendations forconsideration by the full Board. Executive sessions will be chaired by the Lead Independent
Director, if applicable.
5.6

Committee Reports

At each regular Board meeting, each committee that held a meeting subsequent to the last
Board meeting and prior to the current Board meeting will present a brief summary of its
committee meeting to the Board, including the principal subjects discussed and the conclusions
and actions of the committee. In general, the Chairman of the appropriate committee will present
such report.
5.7

Operating Plan

Every year the Board will review and approve an operating plan for the Company.

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6.

BOARD COMMITTEES
6.1

Number of Committees; Independence of Members

The committee structure of the Board will consist of at least (a) an Audit Committee, (b) aCompensation Committee and (c) a Nominating and Corporate Governance Committee. The
Board may form, merge or dissolve committees as it deems appropriate from time to time,
including the committees listed in the foregoing sentence. The Audit Committee shall be composed
entirely of independent directors, except to the extent allowed under applicable Listing Standards.
6.2

Committee Charters

All standing committees will operate pursuant to a written charter, which sets forth the
responsibilities of the committee and procedures that the committee will follow. Unless otherwise
directed by the Board, new committees formed by the Board will develop a written charterdelineating their responsibilities. The charters of all committees will be subject to periodic review
and assessment by each committee and each committee shall recommend any proposed charterchanges to the Board.
6.3

Committee Meetings and Agenda

The committee chairman, in consultation with committee members, will determine thefrequency and length of the meetings of the committee, consistent with any requirements set forthin the committee’s charter. The chairman of each committee, in consultation with the appropriate
members of the committee and management and the Chairman and/or Lead Independent Director,
will develop the committee’s agenda.
7.

BOARD ACCESS TO MANAGEMENT; USE OF OUTSIDE ADVISORS

Board members have complete and open access to the Company’s management. Board
members will use judgment to ensure that this contact is consistent with any delegation of authority
to management, is not distracting to the operations of the Company or to the managers’ duties andresponsibilities, and that such contact, to the extent reasonably practical or appropriate, will becoordinated with the Chief Executive Officer. Written communications to management should,
whenever appropriate, be copied to the Chief Executive Officer.
The Board and each committee shall have the power to hire at the expense of the Company,
independent legal, financial or other advisors as they may deem necessary, without consulting or
obtaining the approval of any officer of the Company.
8.

CHIEF EXECUTIVE OFFICER EVALUATION; SUCCESSION PLANNING

The Board should conduct an annual review of the Chief Executive Officer’s performance.
The evaluation should be based on objective criteria including performance of the business,accomplishment of long-term strategic objectives and the development of management. The
evaluation will be used by the Board, in the course of its deliberations when considering thecompensation of the Chief Executive Officer.

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The Nominating and Corporate Governance Committee should periodically review with
the Chief Executive Officer the Company’s plan for succession to the offices of the Company’s
executive officers, provided that the Company’s plan for succession to the Chief Executive Officer
shall be reviewed and determined only by the Board. The Chief Executive Officer should at all
times make available his or her recommendations and evaluations of potential successors (otherthan successors to herself), along with a review of any development plans recommended for suchindividuals.
9.

BOARD ASSESSMENT

The Nominating and Corporate Governance Committee will conduct an annual selfassessment to determine whether the Board and its committees are functioning effectively. The
Nominating and Corporate Governance Committee will receive feedback from all directors andreport annually to the Board with an assessment. The assessment should include an evaluation of(a) the Board’s and each committee’s contribution as a whole and effectiveness in serving the bestinterests of the Company and its shareholders, (b) specific areas in which the Board andmanagement believe that the performance of the Board and its committees could be improved, (c)and overall Board composition and makeup. The results of these evaluations should be provided
to the Board for further discussion as appropriate.
10.

REVIEW OF GOVERNANCE GUIDELINESThe Nominating and Corporate Governance Committee will review and assess theadequacy of these Governance Guidelines periodically and recommend any proposed changes tothe Board for approval.
11.

DISCLOSURE AND USE OF COMPANY INFORMATION

Directors should not disclose internal or nonpublic information, whether material orotherwise, about the Company to anyone outside the Company, except in a manner consistent with
the Company’s Disclosure Controls and Procedures, and should not use any such information forany purpose other than in furtherance of their service to the Company. Inquiries from investors,
analysts or the media should be directed to the Company Spokespersons as provided in the
Company’s Disclosure Controls and Procedures.
12.

CONFLICTS OF INTEREST

Directors are expected to avoid any conflict of interest or appearance of conflict of interest
that could potentially interfere with the exercise of independent decision-making that is in the bestinterests of the Company and its shareholders. Any potential conflict of interest should be
promptly disclosed to the Chairman of the Audit Committee in accordance with the Company’s
Code of Business Conduct and Ethics and Related Person Transaction Policy.

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