Exhibit 1.2  Regulations of the Board of Directors, its Committees and the Executive Committee of Novartis AG  (Organisationsreglement)


Novartis AG 4002 Basel, Switzerland  © November 1, 2015, Novartis AG


Table of ContentsRegulations of the   Board of Directors, its Committees and the Executive Committee of Novartis AG
2Section 1
General Provisions
3Section 2
Board of Directors
6Section 3
Committees of the Board
9Section 4
Chairman, Vice Chairmen   and Chief Executive Officer
10Section 5
Executive Committee
11Section 6
Internal Audit
13Section 7
Effectiveness,   Amendments
13Charter
The Compensation   Committee of Novartis AG
14Charter
The Audit and   Compliance Committee of Novartis AG
18Charter
The Governance,   Nomination and Corporate Responsibilities Committee of Novartis AG
24Charter
The Risk Committee of Novartis   AG
28Charter
The Research &   Development Committee of Novartis AG
30Appendix
Independence Criteria   for the Board of Directors and its Committees
32  1


Regulations of the Board of Directors, its   Committees and the Executive Committee of Novartis AG

Based on Article 26 of the articles of incorporation of Novartis   AG (the Articles of Incorporation), the board of directors (the Board)   promulgates the following regulations (the Regulations).

These Regulations govern the internal organization as well as the   duties, powers and responsibilities of the following executive bodies and   persons of Novartis AG (the Company):

·    Board
·    Committees of the Board
·    Chairman of the Board (the Chairman)
·  Vice   Chairmen
·    Chief Executive Officer (the CEO)
·    Executive Committee (including its sub-committees) and
·    Internal Audit

All references to functions in these Regulations shall apply to both   male and female persons.  2


Section 1

General ProvisionsArticle 1Duty of Care and Loyalty

Each member of the Board, or the Executive Committee   is under the duty to safeguard and further the interests of the Company and   its shareholders.Article 2Conflict of Interests

No member of the Board, the committees of the Board,   or the Executive Committee shall participate in the deliberations and   resolutions on matters which affect, or reasonably might affect, the   interests of that member or of a person close to that member.Article 3Confidentiality

Each member of the Board, the committees of the   Board, or the Executive Committee shall at all times keep strictly confidential   all information  except information which is already in the public domain    relating to the Company and its affiliated companies (the Group) which the   member has learned during the exercise of his duties. This obligation and   duty shall continue even after the term of office of the member has expired.Business documents of the Company and the Group   shall be returned by members of the Board, the committees of the Board, or   the Executive Committee at the latest on expiry of their term of office.Article 4No Representation of Members

A member of the Board, the committees of the Board,   or the Executive Committee who is not able to participate in a meeting of the   executive body may not be represented by another member of the body or any   other person.Article 5Quorum, Majority Requirements

Unless stated otherwise in these Regulations, the   presence in person or by telephone or video conference of a majority of the   members is required for any meeting of the Board, the committees of the Board   or the Executive Committee. If the chair person does not participate, the   members shall nominate a chair person ad hoc who   shall be the deputy chair person.Resolutions of the Board, the committees of the   Board, or the Executive Committee require the affirmative majority of the   votes cast.  3


In the event of a tie on any issue, (i) in a   committee of the Board, the full Board shall decide the issue, and   (ii) in the Executive Committee, the CEO shall decide the issue.No quorum is required for meetings at which the sole   order of business is to deliberate and approve resolutions providing for the   confirmation of capital increases or the amendment of the Articles of   Incorporation in connection with an increase in the share capital.The adoption of resolutions on items not on the   agenda requires the affirmative vote of at least two thirds of the members of   the Board, the committees of the Board, or the Executive Committee present at   a meeting.Article 6Meetings and Resolutions

Meetings of the Board, the committees of the Board   and the Executive Committee may be held in any location determined by the   chairperson of the respective body.Resolutions may be passed in writing (including by   electronic communication or facsimile). A proposal for a circular resolution   must be communicated to all members, giving a deadline for responding, and is   only deemed to have passed if: (i) more than two-thirds of all members   cast a vote or give written notice that they abstain; (ii) an absolute   majority of all members casting a vote approve the proposed resolution; and   (iii) no member requests a Board meeting in relation to the subject   matter of the proposed resolution within one full business day of receiving   notice of the proposal. A circular resolution is binding and must be recorded   under a separate heading in the minutes of the following meeting.Article 7Secretary, Minutes

The Board, the committees of the Board and the   Executive Committee shall each appoint a secretary, who need not be a member   of the body.The secretary of each body shall keep the minutes of   meetings, which shall contain all resolutions adopted at the meeting.Article 8Participation of Non-Members

Persons who are not members of the Board, the   committees of the Board, or the Executive Committee may participate in   meetings of such bodies if their expertise is required and if they  4


have been invited by the chairperson of the body.   Such persons shall not vote in any resolutions.Article 9Application of General Provisions to other   Management Committees

Articles 18 shall apply analogously to all other   management committees of the Company and their members.Article 10Business and Legal Separateness

The Company is a holding company which directly or   indirectly owns a global group of subsidiaries that conduct business   operations (the Business). To ensure proper functioning of the Business in   the interests of the Company and its shareholders and to comply with various   requirements imposed by relevant laws and regulatory authorities, the Board   shall supervise and, where necessary and appropriate, coordinate the Business   by providing overall guidance and support.Each company in the Group (Group Company) shall be   legally separate from all other Group Companies and shall manage its business   independently. No Group Company shall operate the business of another Group   Company nor shall any Group Company act as agent of any other Group Company.Article 11Divisions

The Business shall have operating divisions.Each division shall be headed by a division head   that shall be responsible for:a)The management of   the division and its business units, if any.b)The implementation   within the division and its business units, if any, of corporate policies and   strategies approved by the Board, the committees of the Board or the Executive   Committee.c)Proposals for new   strategies and policies and organizational changes for the attention of the   Executive Committee.d)The proper   reporting by the division and its business units, if any, to the Executive   Committee, including the implementation under the supervision of the CEO and   Chief Financial Officer of appropriate disclosure controls and procedures and   internal controls.  5


Section 2

Board of DirectorsArticle 12Duties of the Board

The Board is the ultimate executive body of the   Company. It shall resolve all Business matters which are not reserved to the   authority of the general meeting of shareholders or to other executive bodies   of the Company by law, the Articles of Incorporation, or these Regulations.In particular, the Board shall have the following   duties:a)The ultimate   direction of the Business, including, without limitation, the taking of   resolutions and the giving of necessary instructions or overall guidance and   support regarding the following matters:·The   strategy upon recommendation of the Executive Committee·Entry   into new areas of activity and withdrawal from existing areas of the Business;   acquisitions and divestments of companies, participations in companies or   businesses, or incorporations or liquidations of companies or businesses, if   such matters are of fundamental significance to the Business·The   opening and closing down of sites of fundamental significance to the Business·The   initiation and settlement of legal proceedings of fundamental significance to   the Business·The   setting of financial targets and financial means to reach such targets·The   promulgation of corporate policies, in particular on financial matters,   investments, personnel matters, leadership, compensation, compliance with   laws, corporate citizenship, communication and safety and environmental   protection and supervising managements compliance therewith·The   adoption from time to time of further regulations and instructions regarding   the organization of the Business and the duties and responsibilities of the   executive bodiesb)The determination   of the organization of the Company and the Group.c)The manner of   governance of the Company, including the adoption from time to time of   principles of corporate governance that are in the best interests of the   Company and its shareholders.  6


d)The structuring of   the accounting system, financial controls and financial planning.e)The preparation of   the annual report of the Company and of the Group, and of the compensation   report.f)The appointment,   removal, determination of duties and responsibilities, and succession plans   of the following persons:·The   members of the committees of the Board·The   CEO·The   members of the Executive Committee and·Such   other persons as the Board may determine, from time to time, as having   significant impact on the Businessg)The designation of   those persons who shall have signatory power for the Company and the manner   in which such persons may sign on behalf of the Company.h)The ultimate   supervision of the persons entrusted with the management of the Business,   specifically in view of their compliance with laws, the Articles of   Incorporation, these Regulations and other applicable regulations, directives   and instructions.i)The   preparations for the General Meeting of Shareholders and carrying out the   resolutions of the General Meeting, including the preparation of the   proposals to the General Meeting related to the compensation of the Board of   Directors and of the Executive Committee and to the Compensation Report, as   per the Articles of Incorporation.j)Notification of   the court if liabilities exceed assets.k)The adoption of   resolutions concerning an increase of the share capital to the extent that   such power is vested in the Board (Article 651 paragraph 4 of the Swiss   Code of Obligations), as well as resolutions concerning confirmation of   capital increases and related amendments to the Articles of Incorporation.l)The   determination of (i) the compensation strategy and of the principles,   policies, structure and design of compensation plans for the Executive   Committee, (ii) the long-term incentive/equity plans, (iii) the   compensation of the members of the Board and of the CEO, and of the terms of   employment of the CEO, (iv) the group and divisional financial,   strategic and operational targets and the evaluation of target achievement,   and the approval of the Compensation Report.  7


m)The determination of   the maximum aggregate amount or maximum partial amounts of compensation, in   the event the General Meeting of Shareholders has not approved a proposal of   the Board of Directors, as per the Articles of Incorporation.n)The determination   of (i) whether or not a Board member is independent, based on a proposal   by the Governance, Nomination and Public Responsibilities Committee, and   (ii) whether or not the members of the Audit and Compliance Committee meet   the financial literacy and expertise standards, both as stipulated by   applicable law, regulation and listing requirements.o)The examination of   the expert qualifications of specially qualified auditors.p)The approval of   other business, if such business exceeds the authority delegated from time to   time by the Board to the committees of the Board or to the Executive   Committee.Article 13Delegation of Management

Where not stipulated as a Board responsibility in   law, the Articles of Incorporation or these Regulations, the Board delegates   to the Executive Committee the management of the Business pursuant and   subject to these Regulations.Article 14Meetings, Agenda

The Board shall meet at the invitation of the   Chairman as often as may be required.Invitations for meetings of the Board shall contain   the agenda for the meeting and shall be issued at least five business days in   advance, except for urgent matters.Also, any member of the Board may request a meeting   for a specific purpose or the inclusion of a certain item on the agenda. Such   requests must be submitted to the Chairman in writing at least two days prior   to the meeting.The Chairman shall take the chair at the meetings of   the Board.The independent members of the Board shall meet   regularly in separate sessions.  8


Article 15Right to Request Information

The members of the Board have full and unrestricted   access to management and employees of the Company and the affiliated   companies in the execution of their duties. This includes the right to   request information and inspection pursuant to Article 715a of the Swiss   Code of Obligations.Article 16Authority to Retain Independent Advisors

The Board shall have the authority to retain   independent advisors for any matters within the scope of its   responsibilities.The Board shall obtain appropriate funding, as   determined by the Board, for payment of compensation to any outside advisors   engaged by the Board.Article 17Authorized Signatories

The Board appoints those of its members who shall be   authorized to sign documents on behalf of the Company.Article 18Resignation of Board members

A member of the Board shall inform the Chairman upon   a material change of his or her business or professional affiliations or   responsibilities and offer his resignation.Article 19Evaluation of Board performance

The Board conducts an annual evaluation of the   performance of the Board and of the Chairman.Section 3

Committees of the BoardArticle 20Committees of the Board

The Board shall form the following permanent   committees:·Compensation   Committee·Audit   and Compliance Committee·Governance,   Nomination and Corporate Responsibilities Committee·Risk   Committee and·Research &   Development CommitteeThe composition and duties of these committees shall   be as set forth in the applicable committee charters in compliance with legal   requirements. The committee charters are attached to these Regulations and   incorporated herein by reference.  9


Section 4

Chairman, Vice Chairman and CEOArticle 21Chairman

In addition to other duties described in these   Regulations and the Articles of Incorporation, the Chairman, elected by the   General Meeting, has the following duties:a)Provides leadership   to the Board in its governance role, coordinating the tasks within the Board   and, in particular, calls Board meetings and sets their agenda;b)Coordinates,   together with the Chairpersons of the Committees, the work of all Committees.   He may attend the Committee meetings in consultation with the relevant   Committee Chairperson;c)Establishes and   keeps a close working relationship with the CEO, providing advice and support   while respecting the fact that the day-to-day management responsibility is   delegated to the Executive Committee led by the CEO;d)Promotes effective   relationships and communication between the Board and the CEO and the   Executive Committee;e)Takes the lead in   crisis situations;f)Together with the   CEO, ensures effective communication with shareholders, other stakeholders   and the general public. The Chairman is the primary representative of the   Board and, together with the CEO, represents Novartis to the media. Other   Board members may only discuss Novartis matters with the media with the prior   approval of the Chairman; andg)Works closely with   the CEO in evaluating members of the Executive Committee and in establishing   succession plans for key management positions.Article 22Vice Chairmen

In case and as long as the Chairman is   incapacitated, one of the vice chairmen shall be tasked by the Board to lead   the Board.If and as long as the Chairman is not independent,   one of the vice chairmen shall be tasked by the Board with the following   duties:a)Chairs the sessions   of the independent members of the Board; and  10


b)Leads the   independent members of the Board in case of a crisis or matter requiring   their separate consideration or decision. Every independent Board member may request   separate meetings of the independent members if the need arises.Article 23CEO

In addition to other duties that may be assigned by   the Board, the CEO, supported by the Executive Committee, has the following   duties;a)Has overall   responsibility for the management and performance of the business.b)Leads the Executive   Committee.c)Builds and   maintains an effective executive team and proposes adequate succession   planning.d)Appoints and   promotes senior management subject to such standards as shall be adopted by   the Board from time to time.e)Represents   Novartis, in coordination with the Chairman, with major customers, financial   analysts, investors and the media.Section 5

Executive CommitteeArticle 24Members of Executive Committee

The Executive Committee is headed by the CEO. It   shall consist of such members as may be appointed or removed by the Board   from time to time.Article 25Duties of Executive Committee

The Executive Committee is responsible for the   management of the Business and functions as a coordination committee   independent of any legal entity of the Group.In particular, and without limitation, the Executive   Committee shall have the following duties:a)Prepare corporate   policies, strategies and strategic plans for the attention of and approval by   the Board or its committees.b)Implement the   strategies and policies agreed upon by the Board.  11


c)Regularly assess   the achievement of the targets for the Business.d)Submit the   following to the Board or to one of its committees for approval or advice in   accordance with such regulations and standards as are promulgated by the   Board from time to time:·Appointments   to and removals of associates with material impact on the Business·Capital   investments, financial measures, and the acquisition or divestiture of companies,   participations and businesses of fundamental significance in accordance with   such regulations and standards as are promulgated by the Board from time to   time·Significant   agreements with third parties and engagement in new business activities·The   revenue, financial, and investment budgets of the Business and its divisions,   business units and supporting functions, including any addenda theretoe)Implement the   matters approved by the Board.f)Prepare and   submit quarterly and annual reports for the attention of and approval by the   Board or its committees, and to keep the Board informed of all matters of   fundamental significance to the Business.g)Implement   modifications to the organization of the Business to ensure efficient   operation of the Business and achievement of optimized consolidated results.h)Promote an active   internal and external communications policy.i)Ensure that   management capacity, financial and other resources are provided and used efficiently.j)Promulgate   guidelines, including guidelines for planning, controlling, reporting,   finance, personnel, information and other technologies.k)Deal with such   other matters as are delegated by the Board to the Executive Committee from   time to time.  12


Article 26Sub-committees of the Executive Committee

The Executive Committee may delegate duties as   stipulated in Article 25 above in writing to other executives and   committees. The CEO shall ensure proper reporting to the Executive Committee   or the Board as the case may be.Section 6

Internal AuditArticle 27Duties of Internal Audit

The Groups internal audit shall:a)Carry out   operational and system audits, assisting the organizational units in the   accomplishment of objectives by providing an independent approach to the   evaluation, improvement, and effectiveness of their risk management and   internal control framework. All organizational units of the Group are subject   to audit.b)Prepare reports   regarding the audits it has performed, and report to the Audit and Compliance   Committee and to the CEO material irregularities, whether actual or   suspected, without delay.c)Perform such other   functions and audits as assigned to it by the Board, the Audit and Compliance   Committee or the CEO from time to time.Section 7

Effectiveness, AmendmentsArticle 28Effectiveness, Amendments

These Regulations shall come into effect on   March 1, 2015.These Regulations may only   be amended or replaced by the Board.Dr. Jörg Reinhardt
Dr. Charlotte Pamer-WieserChairman
Corporate Secretary  13


Charter

The Compensation Committee of Novartis AGMission Statement

The Compensation Committee (the Compensation Committee) assists the   Board concerning, but not limited to, the compensation strategy, the design   of the compensation plans, the compensation of the members of the Board and   of the Chief Executive Officer (CEO), and the Compensation Report, and   determines the compensation of the other members of the Executive Committee.

Pay for performance is one of the guiding principles of the   compensation strategy of Novartis AG and its affiliates (the Group). The   Group aims to reward those associates who achieve competitive business   results and exemplify the Group values and behaviors. The compensation   strategy strives to strengthen the performance-oriented culture and to   reinforce entrepreneurial behavior resulting in contributions that motivated   and dedicated associates make to sustain superior business results whilst   holding executives accountable for behavior that displays innovation,   quality, performance, collaboration, courage and integrity.

Organization

The Compensation Committee shall consist of a minimum of three and a   maximum of five members of the Board. The Board shall elect a Chairman of the   Compensation Committee. The members of the Compensation Committee shall be   elected individually by the General Meeting of Shareholders for a term of   office until completion of the next Ordinary General Meeting of Shareholders.   Members of the Compensation Committee whose term of office has expired shall   be immediately eligible for re-election. If there are vacancies on the   Compensation Committee, the Board shall appoint substitutes from amongst its   members for the remaining term of office.

The members of the Compensation Committee shall be independent in   accordance with the independence criteria set forth in the Appendix.

The Compensation Committee will meet no less than four times a year.   Special meetings may be convened as required.

The Compensation Committee shall report regularly to the Board on its   decisions, determinations, approvals, findings and other matters the   Compensation Committee deems appropriate or the Board requests.  14


The Compensation Committee may invite to its meetings other Board   members, members of the management and such other persons the Compensation   Committee deems appropriate in order to carry out its responsibilities. The   Compensation Committee shall exclude from its decisions anyone with a   personal interest in the matters to be discussed.

The Compensation Committee shall have the authority to retain an   independent compensation consultant and to approve the consultants fees and   other retention terms. The Compensation Committee shall also have authority   to obtain advice and assistance from internal or external legal, accounting   or other advisors.

The Compensation Committee shall obtain appropriate funding, as   determined by the Compensation Committee, to support the Committees   activities, including for payment of the independent compensation consultant   and advisors.

Roles and Responsibilities

The Compensation Committee shall have the following responsibilities:

1.Develop a compensation strategy in line with   the principles described in the Articles of Incorporation and submit to the   Board for approval.

2.Develop the principles and design of   compensation plans for the Executive Committee as well as long-term   incentive/equity plans and submit to the Board for approval.

3.Support the Board of Directors in preparing   the proposals to the General Meeting of Shareholders regarding the   compensation of the members of the Board of Directors and the Executive   Committee.

4.Prepare the Compensation Report and submit   to the Board for approval.

5.Propose to the Board the contractual terms   (if any) and compensation of the members of the Board (incl. the Chairman of   the Board) and the CEO.

6.Determine, upon proposal by the CEO, the   terms of employment, promotion or termination of the other members of the   Executive Committee (except for the CEO).

7.Develop the terms of, and administer, the   Groups long-term incentive/equity compensation plans, including the   weightings,  15


payout leverage and caps for the chosen   performance measures.

8.Determine the critical performance measures   (financial, strategic and operational) that inform how well the Group and its   divisions are performing in relation to the business strategy for   incorporation into the incentive plans.

9.At the start of each performance period,   review, after Board approval, the Group and divisional financial, strategic,   operational and individual targets for Executive Committee members and direct   reports to the Chairman of the Board. Incorporate these targets into the   short-term and long-term incentive/equity compensation plans.

10.Periodically review and propose to the Board for approval a peer   group(s) of companies for executive compensation comparisons.

11.At the start of each performance period, approve the target total   direct compensation levels and the mix of compensation (fixed/variable,   short/long-term, individual/Group/Division, and cash/equity) for Executive   Committee members and direct reports to the Chairman of the Board.

12.At the end of each performance period, taking into consideration the   Boards evaluation of Group and divisional performance against targets   established at the beginning of the performance cycle, approve performance   results under the incentive plans, evaluate individual performance, approve   the amount of compensation earned by Executive Committee members and   recommend the amount of compensation earned by the CEO to the Board for   approval.

13.Incorporate the recommendations of the Boards Research and   Development Committee for the establishment of innovation targets under   incentive compensation plans at the start of each performance cycle and   measurement of achievement thereof at the end.

14.Periodically assess the effectiveness of the executive short-term and   long-term incentive plans in relation to the Groups strategic objectives,   values and pay-for-performance principles.

15.In conjunction with the Risk Committee of the Board, periodically   review, the compensation plans and practices as they  16


apply to Executive Committee members to   assess whether such plans and practices could lead to inappropriate risk   taking.

16.Annually assess the level of Board compensation against the peer group   and other relevant companies and submit to the Board its recommendations for   the compensation of Board members and the compensation and terms of   employment of the Chairman of the Board.

17.Establish executive and director stock ownership guidelines and stock   trading policies, and monitor compliance with such policies.

18.Inform the Board about policies, programs and key decisions as well as   statistical comparisons and benchmarking of compensation levels against key   competitors and regularly report to the Board on the decisions and   deliberations of the Compensation Committee.

19.As directed by the Chairman of the Board, oversee communications and   engagement on executive compensation matters with shareholders and their   advisors, including shareholder voting on Board and Executive Committee   compensation, and assess the voting results on executive compensation matters   of the most recent General Meeting of Shareholders.

20.Annually assess the engagement and performance of compensation   consultants or other outside advisors engaged by the Compensation Committee   and their independence in relation to any potential conflicts of interest.

21.Establish an annual calendar of activities for the upcoming year,   including special projects to be undertaken by the Compensation Committee.

22.Review and reassess the adequacy of this charter annually and submit   proposed changes to the Board for approval.

23.Conduct an annual self-evaluation of the Compensation Committees   performance.

24.Assume other responsibilities assigned to it by law, the Articles of   Incorporation and by the Board.

Effective: November 1, 2015  17


Charter

The Audit and Compliance Committee of Novartis AGMission Statement

The audit and compliance committee (the ACC) will assist the board   of directors of Novartis AG (the Board) in monitoring (1) the   integrity of the financial statements of Novartis AG (the Company) and its   affiliated companies (the Group), (2) the external auditors   qualifications and independence, (3) the performance of the Groups   internal audit function and external auditors, and (4) the compliance by   the Group with legal and regulatory requirements.

Organization

The ACC shall consist of a minimum of three members of the Board. The   Board will designate one member of the ACC as its chairperson.

The members of the ACC shall be independent in accordance with the   independence criteria set forth in the Appendix.

Each member of the ACC must be financially literate, as such   qualification is interpreted by the Board in its business judgment. At least   one member shall be an audit committee financial expert. Such member has   (1) an understanding of generally accepted accounting principles and   financial statements, (2) the ability to assess the general application   of such principles in connection with the accounting for estimates, accruals   and reserves, (3) experience preparing, auditing, analyzing or   evaluating financial statements that present a breadth and level of   complexity of accounting issues that are generally comparable to the breadth   and complexity of issues that can reasonably be expected to be raised by the   Groups financial statements, or experience actively supervising one or more   persons engaged in such activities, (4) an understanding of internal   control over financial reporting, and (5) an understanding of audit   committee functions.

The ACC shall meet no less than four times a year. The ACC shall meet   periodically in separate executive sessions with management, the internal   auditors and, but not less frequently than quarterly, the external auditor,   and have such other direct and independent interaction with such persons from   time to time as the members of the ACC deem appropriate.

The ACC may invite to its meetings Company management, internal   auditors, external auditors, and such other persons as the  18


ACC deems appropriate in order to carry out its responsibilities. The   ACC shall exclude from its meetings anyone with a personal interest in the   matters to be discussed.

The ACC shall regularly report to the Board on decisions and   deliberations of the ACC.

The Chairman of the ACC shall coordinate the work of his committee   with the Chairman of the Risk Committee to the extent appropriate, in   particular to ensure that there are as few as possible overlaps between the   work of the two committees, and that the Risk Committee also deals with the   risks related to the mission of the ACC as set out above. The ACC shall have   the authority to retain independent counsel and other advisors, and to   conduct or authorize investigations into any matters within the scope of its   responsibilities.

The Company shall provide for appropriate funding, as determined by   the ACC, for payment of compensation to the external auditors and any outside   advisors engaged by the ACC.

Responsibilities

The ACC has the following roles and responsibilities:

Regarding External Auditors

1.Evaluate the qualifications, performance and   independence of the external auditors, including considering whether the   auditors quality controls are adequate and the provision of permitted   non-audit services is compatible with maintaining the auditors independence,   taking into account the opinions of management and internal auditors.

2.Ensure rotation of the audit partners of the   external auditors at least every five years. Consider whether, in order to   ensure continuing auditor independence, it is appropriate to adopt a policy   of rotating the external auditing firm on a regular basis. Set policies for the   Companys hiring of employees or former employees of the external auditors.

3.On behalf of the Board, which has fully   delegated this task to the ACC, (1) select and nominate the external   auditors for election by the meeting of the shareholders (pursuant to   mandatory Swiss company law), and (2) be directly responsible for the   supervision and compensation of the external auditors (including the   resolution of any disagreement  19


between management and the external auditors   regarding financial reporting). The external auditors shall report directly   to the ACC.

4.On behalf of the Board, which has fully   delegated this task to the ACC, pre-approve all auditing services, internal   control- related services and non-audit services permitted under applicable   statutory law, regulations and listing requirements to be performed for the   Group by its external auditor. The ACC shall establish and maintain the   necessary approval procedures.

5.Obtain and review a report from the external   auditors at least annually regarding (1) the external auditors internal   quality- control procedures, (2) any material issues raised by the most   recent quality-control review, or peer review, of the firm, or by any inquiry   or investigation by governmental or professional authorities within the   preceding five years respecting one or more independent audits carried out by   the firm, (3) any steps taken to deal with any such issues, and   (4) all relationships between the external auditors and the Group.

6.Discuss with the external auditors the   results of their audits, any unusual items or disclosures contained in the   audits and the matters required by the US Statement on Auditing Standards   No. 61, as revised, including the following:

·The initial selection of and changes in   significant accounting policies
·The methods used to account for significant   or unusual transactions and the effects of significant accounting policies in   controversial or emerging areas
·The process utilized by management to   formulate significant accounting estimates and the basis for the auditors   conclusions regarding the reasonableness of these estimates
·Audit findings and recommendations,   including audit adjustments that either individually or in the aggregate have   a significant effect on the audit
·The auditors responsibility for other   information presented with the audit results, such as a management report on   financial status
·Any disagreements with management, whether   or not satisfactorily resolved, concerning matters that individually or in   the aggregate may be significant to the Companys or the Groups financial   status or the auditors report  20


·Significant matters that were the subject of   consultations with other accountants
·Significant issues discussed with management   with regard to the initial or recurring retention of the auditor and
·Any serious difficulties encountered in   dealing with management during the performance of the audit

Regarding Internal Auditors

7.Review periodically, together with the CEO,   the adequacy of the organizational structure, budget and appointment and   replacement of the senior internal auditing executives.

8.Review the significant reports to management   prepared by the internal audit department and managements responses.

9.Discuss with the external auditor and   management the internal audit departments responsibilities, staffing and any   recommended changes in the planned scope of the internal audit.

Regarding Financial Reporting

10.Review and discuss with management and the external auditors the   Companys and Groups quarterly and annual financial statements (including   the sections on Operating and Financial Review and Prospects) to consider   significant financial reporting issues and judgments made in connection with   the preparation of the Companys and Groups financial statements, including   any significant changes in the Companys or Groups selection or application   of accounting principles.

11.On behalf of the Board, which has fully delegated this task to the   ACC, review and approve the Companys and Groups quarterly financial   statements for the first three quarters of each calendar year and the   corresponding financial results releases. The Board remains responsible for   the approval of the annual financial statements of the Company and the Group   and of the corresponding financial results releases.

Regarding Compliance with Laws

12.Review major issues regarding the status of the Companys compliance   with laws and regulations, as well as major legislative and regulatory   developments that may have significant impact on the Company.  21


13.Review the processes and procedures for managements monitoring of   compliance with local laws. To this end, the ACC will obtain and review   reports submitted at least annually by those persons the ACC has designated   as responsible for compliance with laws.

Regarding Compliance with Policies

14.Review compliance by management of the Company with those Company   policies designated by the Board from time to time, including policies on   ethical business standards. To this end, the ACC will obtain and review   reports submitted at least annually by each of those persons the ACC has   designated as responsible for implementation of and compliance with such   policies and give guidance and direction on how the policies are to be   administered.

Other

15.Review the financial literacy of each ACC member to determine whether   he or she meets the applicable legal standards and propose to the Board the   appropriate determination and its disclosure.

16.Establish procedures for (a) the receipt, retention and treatment   of complaints received by the Group regarding accounting, internal accounting   controls or auditing matters, and (b) the confidential, anonymous   submission by employees of the Group of concerns regarding questionable   accounting or auditing matters.

17.Review disclosures made by the CEO and chief financial officer   regarding compliance with their certification obligations, including the   Companys disclosure controls and procedures and internal controls for   financial reporting and evaluations thereof.

18.Review such other matters in relation to the Groups accounting,   auditing, financial reporting and compliance with law and policies as the ACC   may, in its own discretion, deem desirable in connection with the review   functions described above.

19.Annually review and reassess the adequacy of this charter and submit   proposed changes to the Board for approval.

20.Conduct an annual self-evaluation of the ACCs performance.  22


Limitation of ACCs Role

While the ACC has the responsibilities and powers set forth in this   charter, it is not the duty of the ACC to plan or conduct audits or to   determine that the Companys financial statements and disclosures are   complete and accurate and are in accordance with generally accepted   accounting principles and applicable rules and regulations. These are   the responsibilities of management and the external auditor.

Effective: January 1, 2014  23


Charter

The Governance, Nomination and Corporate   Responsibilities Committee of Novartis AGMission Statement

The Governance, Nomination and Corporate Responsibilities Committee   (GNCRC) will assist the board of directors of Novartis (the Board) of   Novartis AG (the Company) in fulfilling its responsibilities with respect   to (i) the governance of the Company, (ii) the identification of   individuals who are qualified to become (or be re-elected as) Board members   and (iii) the public responsibilities of the Company.

Organization

The GNCRC shall consist of a minimum of three members of the Board.   These members shall be independent in accordance with the independence   criteria set forth in the Appendix.

The Board will designate one member of the GNCRC as its chairperson.

The GNCRC will meet no less than two times a year. Special meetings   may be convened as required.

The GNCRC shall regularly report to the Board on decisions and   deliberations of the GNCRC.

The GNCRC may invite to its meetings other Board members, Company   management and such other persons as the GNCRC deems appropriate in order to   carry out its responsibilities. The GNCRC shall exclude from its meetings   anyone with a personal interest in the matters to be discussed.

The GNCRC shall have sole authority to retain and terminate any search   firm to be used to identify candidates for election to the Board, and shall   have sole authority to approve the search firms fees and other retention   terms. The GNCRC shall also have authority to obtain advice and assistance   from internal and external legal, accounting or other advisors.

Roles and Responsibilities

The GNCRC has the following roles and responsibilities:

In General

1.Review periodically the articles of incorporation   of the Company (the Articles of Incorporation) and the regulations of the   board of directors, its committees and the executive  24


committee (the Regulations) and recommend   to the Board changes thereto in respect of good corporate governance and   fostering shareholders rights.

2.Consult with the chairman of the Board (the   Chairman) in carrying out the duties of the GNCRC.

3.Recommend such other actions not set out   below regarding the governance of the Company that are in the best interests   of the Company and its shareholders, as the GNCRC shall deem appropriate.

Board Composition

4.Review the composition and size of the Board   in order to ensure the Board has the proper expertise and consists of persons   with sufficiently diverse backgrounds.

5.Determine the criteria for selection of the   Chairman, Board members and Board committee members. The GNCRC considers   factors such as (i) personality, skills and knowledge,   (ii) diversity of viewpoints, professional backgrounds and expertise,   (iii) business and other experience relevant to the business of the   Company, (iv) the ability and willingness to commit adequate time and   effort to Board and committee responsibilities, (v) the extent to which   personality, background, expertise, knowledge and experience will interact   with other Board members to build an effective and complementary Board, and   (vi) whether existing board memberships or other positions held by a   candidate could lead to a conflict of interest.

6.With the participation of the Chairman,   actively seek, interview and screen individuals qualified to become Board   members for recommendation to the Board.

7.Assess and recommend to the Board as to   whether members of the Board should stand for re-election. For its   assessment, the GNCRC considers, among other things, age limit and ability   and willingness to commit adequate time to the Board and committee matters.

8.In case a Board member tenders his   resignation in accordance with article 18 of the Board Regulations, review   the appropriateness of continued service on the Board of such member.  25


9.Prepare and annually review succession plans   for the CEO in case of resignation, retirement, or death.

10.With the Chairman and the corporate secretary, develop and   periodically review an orientation program for new Board members and an   ongoing education program for existing Board members.

Board Committees

11.With the Chairman, periodically review the Regulations and the   charters of the Board committees and make recommendations to the Board for   the creation of additional Board committees or a change in mandate or   dissolution of Board committees.

12.With the Chairman, periodically review the composition of the Board   committees. When doing so, the GNCRC takes into account whether a member of a   Board committee is suitable for the tasks of his respective Board committee.

13.With the Chairman, periodically review the chairmanships of the   respective Board committee.

14.Ensure that each committee conducts the required number of meetings   and makes sufficient reports to the Board on its activities and findings.

Conflicts, Other Directorships and Board member   independence

15.Review directorships and consulting agreements of Board members for   conflicts of interest.

16.Instruct a Board member having an actual or potential conflict of   interest on how to conduct himself/herself in matters before the Board which   may pertain to such a conflict. The Chairman reviews actual and potential   conflicts of interest a Board member may have and proposes to the Board how   the conflict should be handled. The secretary to the Board reports to the   GNCRC regularly on such decisions taken by the Board.

17.Annually submit to the Board a proposal concerning the determination   of the independent status of the Board members and the corresponding   disclosure.  26


Corporate responsibilities of the Company

18.Oversee the Companys strategy and governance on corporate   responsibility.

19.Oversee key issues related to corporate responsibility that may affect   the Companys business and reputation.

20.Oversee the Companys participation in the UN Global Compact.

21.Review and discuss emerging trends with regard to corporate   responsibility.

22.Advise the Board and provide counsel to the management on corporate   responsibility.

Evaluation of Performance

23.Conduct an annual self-evaluation of the GNCRCs performance.

Effective: January 1, 2014  27


Charter

The Risk Committee of Novartis   AG

Mission Statement

The Risk Committee (RC) will assist the board of directors of Novartis   AG (the Board) in ensuring that risks are properly assessed and   professionally managed by (1) overseeing the Novartis risk management   system and processes, (2) reviewing the Novartis risk portfolio and   related actions implemented by management.

Organization

The RC shall consist of a minimum of three members of the board of   directors (the Board). The Board will designate one member of the RC as the   chairperson of the RC.

The RC shall meet no less than four times a year and have direct and   independent interaction with such persons from time to time as the members of   the RC deem appropriate.

The RC may invite to its meetings members of the management (including   the Chief Financial Officer, the Group General Counsel, the Head of the Group   Risk Office, and the Head of Internal Audit), external auditors and such   other persons as the RC deems appropriate in order to carry out its   responsibilities. The RC shall exclude from its meetings anyone with a   personal interest in the matters to be discussed.

The RC shall regularly report to the Board on decisions and -deliberations   of the RC.

The Chairman of the RC shall coordinate the work of his committee with   the Chairman of the Audit and Compliance Committee to the extent appropriate,   in particular, to ensure that there are as few as possible overlaps between   the work of the two committees.

The RC shall have the   authority to retain independent advisors for any matters within the scope of   its responsibilities. The RC shall obtain appropriate funding, as determined   by the RC, for payment of compensation to any outside advisors engaged by the   RC.  28


Responsibilities

The RC has the following role and responsibilities:

1.Ensure that Novartis has implemented an appropriate and effective risk   management system and process.

2.Ensure that all necessary steps are taken to foster a culture of   risk-adjusted decision-making without constraining reasonable risk taking and   innovation.

3.Approve guidelines and review policies and processes.

4.Review with management, internal auditors and external-auditors the   identification, prioritization and management of the risks, the   accountabilities and roles of the functions involved with risk management,   the risk portfolio and the related actions implemented by management.

5.Inform the ECN and the Board on a periodic basis on the risk   management system and on the most significant risks and how these are   managed.

6.Review such other matters in relation to Novartis risk management as   the RC may, in its own discretion, deem desirable in connection with its   responsibilities described above.

7.Keep itself up to date on risk management best practices. The Head of   the Group Risk Office is expected to update the RC at least once a year on developments   in this area.

8.Annually review and reassess the adequacy of this charter and submit   proposed changes to the Board for approval.

9.Conduct an annual self-evaluation of the RCs performance.

Limitation of RCs Role

While the RC has the responsibilities and powers set forth in this   charter, the design of the risk management system and the risk management   process (including the identification, prioritization and management of the   risks) is the responsibility of the management.

Effective:   January 1, 2014  29


Charter

The Research & Development Committee of   Novartis AG

Mission Statement

The Research & Development Committee (R&DC)   (i) oversees the research and development strategy, (ii) evaluates   and challenges the effectiveness and competitiveness of the research and   development function, (iii) reviews and discusses emerging scientific   trends and activities critical to the success of research and development and   (iv) reviews the pipeline.

Organization

The R&DC shall consist of a minimum of three members of the board   of directors of Novartis AG (the Board). The Board will designate one   member of the R&DC as the chairperson.

The R&DC shall meet no less than two times a year and have direct   and independent interaction with such persons from time to time as the   members of the R&DC deem appropriate.

The R&DC may invite to its meetings members of the management and   such other persons as the R&DC deems appropriate in order to carry out   its responsibilities. The R&DC shall exclude from its meetings anyone   with a personal interest in the matters to be discussed.

The R&DC shall regularly report to the Board on the activities of   the R&DC.

The   R&DC shall have the authority to retain independent advisors for any   matters within the scope of its responsibilities. The R&DC shall obtain   appropriate funding, as determined by the R&DC for payment of   compensation to any outside advisors engaged by the R&DC.  30


Responsibilities

The R&DC has the following role and responsibilities:

1.Monitor research and development and bring recommendations to the   Board.

2.Assist the Board in the oversight, evaluation and decision making   related to research and development.

3.Inform the Board on a periodic basis on the research and development   strategy, the effectiveness and competitiveness of the research and   development function, on emerging scientific trends and activities, critical   to success of research and development and on the pipeline.

4.Advise the Board on scientific, technological and research and   development matters.

5.Provide counsel and know how to management in the area of research and   development.

6.Review such other matters in relation to Novartis research and   development as the R&DC may, in its own discretion, deem desirable in   connection with its responsibilities described above.

7.Annually review and reassess the adequacy of this charter and submit   proposed changes to the Board for approval.

8.Conduct an annual self-evaluation of the R&DCs performance.

Effective:   January 1, 2014  31


Appendix

Independence Criteria for the Board of Directors and   its Committees

Independence of the members of the Board of Directors

The Governance, Nomination and Corporate Responsibilities Committee   (GNCRC) annually submits to the full board of directors of Novartis AG (the   Board) a proposal concerning the determination of the independent status of   the Board members (Director). For purposes of such assessment, the GNCRC   considers all relevant facts and circumstances of which it is aware. The   majority of Directors and any member of the Audit and Compliance Committee   (ACC Director) shall meet the independence criteria set forth below.

In order to be considered independent, a Director shall not have any   material relationship with Novartis AG and any of its subsidiaries   (Novartis) other than his/her service as a director.

I.Material Relationships

1.A Director will not be   considered independent if

·The Director or his/her immediate family   member (Family Member)(1) owns more than 10% of the stock of Novartis   AG
·The Director has received direct   compensation (other than for former service as an interim Chairman or CEO or   other executive officer) of more than USD 120 000 p.a. (other than dividends   or Board/Board Committee fees and retirement or deferred pay for prior   service, provided such compensation is not contingent in any way on continued   service) from Novartis within the last three years
·A Family Member has received direct   compensation of more than USD 120 000 p.a. (other than compensation received   for service as an employee other than an executive officer) from Novartis   within the last three years
·The Director is, or has been within the last   three years, an employee of Novartis
·A Family Member is, or has been within the   last three years, an executive officer of Novartis
·The Director is a current partner or   employee of the auditor of Novartis (Auditor)  
 (1)Family Member includes a persons spouse, parents, children,   stepchildren, siblings, mother-, father-, brothers-, sisters-, sons- and   daughters-in-law and anyone (other than domestic employees) who shares such   persons home.  32


·A Family Member is a partner of the Auditor   or is an employee of the Auditor and works on Novartis audit
·The Director or a Family Member is a former partner or employee of the   Auditor who personally worked on Novartis audit during the last three years
·The Director or a Family Member is, or has been within the last three   years, employed as an executive officer of an enterprise while any of   Novartis present executive officers serves or has served on that   enterprises compensation committee
·An enterprise has made payments to or received payments from Novartis   for goods, property or services in an amount that exceeds, in any of the last   three fiscal years, the greater of USD 1 million or 2% of the enterprises   consolidated gross revenues, and
·The Director is a board member or employee of that enterprise or holds   more than 10% of the shares in that enterprise or
·A Family Member is a board member or executive officer or holds more   than 10% of the shares in that enterprise

2.In addition to the   independence criteria set above, an ACC Director shall not be considered   independent if

·The ACC Director or his/her spouse, minor child, minor step-child or   child or stepchild sharing the ACC Directors home accepts any salary or   consulting, advisory or other compensatory fee (other than Board/Board   Committee compensation) from Novartis
·The ACC Director is a partner, a member, an officer such as a managing   director, executive officer or occupies a similar position in an enterprise   that provides advisory services such as accounting, legal, investment banking   or financial advisory services to Novartis

If an ACC Director simultaneously serves on the audit committees of   more than two public companies other than Novartis, then the GNCRC must   determine that such simultaneous service would not impair the ability of such   Director to effectively serve on the ACC.

II.Immaterial Relationships

Unless   the GNCRC concludes in its assessment to the contrary, a relationship is   presumed not to impair the independence of a Director if  33


·The Director or a Family Member received   from Novartis, during the last fiscal year, personal benefits (other than the   coverage of travel expenses incurred by a Family Member in connection with   meetings of the Board of Directors) having an aggregate value of less than   USD 5 000
·A Family Member is an employee but not an   executive officer of Novartis, unless the Family Member is an ACC Directors   spouse, minor child, minor stepchild or child or stepchild sharing the ACC   Directors home
·The Director or a Family Member holds less   than 10% interest in any legal entity that has a relationship with Novartis
·The Director or a Family Member is a board   member of a legal entity and that legal entity has made payments to or   received payments from Novartis for goods, property or services in an amount   that did not exceed, in any of the last three fiscal years, the greater of   USD 1 million or 2% of the legal entitys consolidated gross revenues
·The Director or a Family Member is a board   member or executive officer of a non-profit organization and Novartis   contributions to such organization did not exceed, in any of the last three   fiscal years, the greater of USD 1 million or 2% of the organizations   consolidated gross revenues
·A legal entity in which the Director or a   Family Member is director, executive officer or employee has been indebted to   Novartis in connection with a transaction in the ordinary course of business   or in an amount that did not exceed USD 100 000 during the last fiscal year
·The Director or a Family Member serves on   the board of another enterprise at which an executive officer or another   board member of Novartis also serves as board member

The enumeration of relationships mentioned in this Section II is   merely exemplary. The fact that a particular relationship is not listed does   not mean that the relationship affects the independence of a Director.

Effective:   March 1, 2015  34