Governance Guidelines | Emergent BioSolutions Inc.

Emergent Biosolutions Inc. Amended and Restated Corporate Governance Guidelines

EMERGENT BIOSOLUTIONS INC.
AMENDED AND RESTATED CORPORATE GOVERNANCE GUIDELINES

The Board of Directors (the “Board”) of Emergent BioSolutions Inc. (the “Company”) has adopted these Corporate Governance Guidelines (the “Guidelines”) to assist the Board in the exercise of its duties and responsibilities and to serve the best interests of the Company and its stockholders. The Guidelines should be applied in a manner consistent with all applicable laws and stock exchange rules and the Company’s charter and bylaws, each as amended and in effect from time to time. The Guidelines are intended to serve as a flexible framework for the conduct of the Board’s business and not as a set of legally binding obligations. The Board may modify or make exceptions to the Guidelines from time to time in its discretion and consistent with its duties and responsibilities to the Company and its stockholders.

Director Responsibilities
1. Oversee Management of the Company. The principal responsibility of the directors is to oversee the management of the Company and, in so doing, serve the best interests of the Company and its stockholders. This responsibility includes:
  - Reviewing and approving fundamental operating, financial and other corporate plans, strategies and objectives
  - Evaluating the performance of the Company and its senior executives and taking appropriate action, including removal, when warranted.
  - Evaluating the Company’s compensation programs on a regular basis and determining the compensation of its senior executives.
  - Reviewing and approving director and senior executive succession plans.
  - Overseeing the Company’s environmental, social and governance activities.
  - Evaluating whether corporate resources are used only for appropriate business purposes.
  - Establishing a corporate environment that promotes timely and effective disclosure (including robust and appropriate controls, procedures and incentives), fiscal accountability, high ethical standards and compliance with all applicable laws and regulations.
  - Reviewing the Company’s policies and practices with respect to risk assessment and risk management, including enterprise risk management activities.
  - Reviewing and approving material transactions and commitments not entered into in the ordinary course of business
  - Developing a corporate governance structure that allows and encourages the Board to fulfill its responsibilities
  - Providing advice and assistance to the Company’s senior executives.
  - Evaluating the overall effectiveness of the Board and its committees.
2. Exercise Business Judgment. In discharging their fiduciary duties of care, loyalty and candor, directors are expected to exercise their business judgment to act in what they reasonably believe to be the best interests of the Company and its stockholders.
3. Understand the Company and its Business. Directors have an obligation to become and remain informed about the Company and its business, including the following:
  - The principal operational and financial objectives, strategies and plans of the Company.
  - The results of operations and financial condition of the Company and of its subsidiaries and business segments.
  - The relative standing of the business segments within the Company and vis-à-vis competitors.
  - The factors that determine the Company’s success.
  - The risks and problems that affect the Company’s business and prospects.
4. Establish Effective Systems. Directors are responsible for determining that effective systems are in place for the periodic and timely reporting to the Board on important matters concerning the Company, including the following:
  - Current business and financial performance, the degree of achievement of approved objectives and the need to address forward-planning issues.
  - Future business prospects and forecasts, including actions, facilities, personnel and financial resources required to achieve forecasted results.
  - Financial statements, with appropriate segment or divisional breakdowns.
  - Compliance programs to assure the Company’s compliance with law and corporate policies.
  - Material litigation and governmental and regulatory matters.
  - Monitoring and, where appropriate, responding to communications from stockholders.
  Directors should also periodically review the integrity of the Company’s internal control and management information systems.
5. Board, Stockholder and Committee Meetings. Directors are responsible for attending Board meetings, meetings of committees on which they serve, and (to the extent possible)_each annual meeting of stockholders. Directors are responsible for devoting the time needed, and meeting as frequently as necessary (subject to any minimum meeting requirements contained herein, in the Company’s By-laws or in the charter of the relevant committee), to discharge their responsibilities properly.
6. Reliance on Management and Advisors; Indemnification. The directors are entitled to rely on the Company’s senior executives and its outside advisors, auditors and legal counsel, except to the extent that any such person’s integrity, honesty or competence is in doubt. The directors are also entitled to Company-provided indemnification, statutory exculpation and directors’ and officers’ liability insurance, to the extent permitted by applicable law.
Director Qualification Standards
1. Independence. Except as may otherwise be permitted by New York Stock Exchange rules, a majority of the members of the Board shall be independent directors. To be considered independent: (1) a director must not fall within a category set forth in Section 303A.02(b) of the New York Stock Exchange Listed Company Manual and (2) in the Board’s judgment, the director must not have a material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company).
  The Board has established guidelines to assist it in determining whether a director has a material relationship with the Company. Under these guidelines, a director will be considered to have a material relationship with the Company if he or she falls within one or more of the categories set forth in Section 303A.02(b) of the New York Stock Exchange Listed Company Manual. The following relationships will not be considered to be material relationships that would impair a director’s independence:
  - (i) the director is an executive officer of another company which is indebted to the Company, or to which the Company is indebted, unless the total amount of either company’s indebtedness to the other is more than one percent of the total consolidated assets of the company he or she serves as an executive officer; or
  - (ii) the director serves as an officer, director or trustee of a tax exempt organization, unless the Company’s discretionary contributions to such organization are more than the greater of $1 million or 2% of that organization’s consolidated gross revenues. (The Company’s automatic matching of employee charitable contributions will not be included in the amount of the Company’s contributions for this purpose.)
  In addition, ownership of a significant amount of the Company’s stock, by itself, does not constitute a material relationship.
  
  For relationships not covered by the guidelines set forth above, the determination of whether a material relationship exists shall be made by the other members of the Board who are independent as defined above.
2. Size of the Board. The Board shall periodically consider whether the size of the Board is appropriate given the Company’s present circumstances and any changes to the Company’s business.
3. Other Directorships. A director shall limit the number of other public company boards on which he or she serves so that he or she is able to devote adequate time to his or her duties to the Company, including preparing for and attending meetings of the Board, committees of the Board and the Company’s stockholders. Without approval from the Board, no director may serve on more than four public company boards (including the Board); provided, that no director who is simultaneously serving as an executive officer of a public company, including the Company, may serve on more than three public company boards (including the Board). Members of the Audit and Finance Committee may not serve on the audit committees of more than three public companies (including the Company’s Audit and Finance Committee) unless the Board determines that such simultaneous service would not impair the ability of such member to effectively serve on the Audit and Finance Committee and discloses such determination in the Company’s annual meeting proxy statement. Directors should advise the Chair of the Board and the Chair of the Nominating and Corporate Governance Committee in advance of accepting an invitation to serve on another public company board and/or committee of a public company board. Service on boards and/or committees of other organizations shall comply with the Company’s conflict of interest policies.
4. Tenure. The Board does not believe it should establish term limits. Term limits could result in the loss of directors who have been able to develop, over a period of time, increasing insight into the Company and its operations and an institutional memory that benefits the entire membership of the Board as well as management. As an alternative to term limits, the Nominating and Corporate Governance Committee shall review each director’s continuation on the Board on an annual basis, consistent with the terms contained in the Company’s Director Succession Plan. This will allow each director the opportunity to confirm his or her desire to continue as a member of the Board annually and allow the Company to conveniently replace directors who are no longer interested or effective.
5. Board Leadership Structure. The Nominating and Corporate Governance Committee shall periodically assess the Board’s leadership structure, including whether the Offices of Chair of the Board and Chief Executive Officer should be separate and why the Board’s leadership structure is appropriate given the specific characteristics or circumstances of the Company. In the event that the Chair of the Board is not an independent director, the Nominating and Corporate Governance Committee shall nominate an independent director to serve as “Lead Director,” who shall be approved by a majority of the independent directors.
  The Lead Director, if one is appointed, shall:
  - Chair any meeting of the non-management or independent directors in executive session;
  - Meet with any director who is not adequately performing his or her duties as a member of the Board or any committee;
  - Facilitate communications between other members of the Board and the Chair of the Board and/or the Chief Executive Officer; however, each director is free to communicate directly with the Chair of the Board and with the Chief Executive Officer;
  - Monitor, with the assistance of the Company’s General Counsel, communications from stockholders and other interested parties and provide copies or summaries to the other directors as he or she considers appropriate;
  - Determine who may attend Board and committee meetings in addition to the Board and relevant committee members;
  - Work with the Chair of the Board in the preparation of the agenda for each Board meeting and in determining the need for special meetings of the Board; and
  - Otherwise consult with the Chair of the Board and/or the Chief Executive Officer on matters relating to corporate governance and Board performance.
    The Board has not established a term limit for an individual that serves as a Lead Director.
6. Separation of the Offices of Chair and Chief Executive Officer. The Board has adopted a policy that permits the offices of Chair of the Board and Chief Executive Officer to be held by the same individual, who may be an employee of the Company.
7. Selection of New Director Candidates. Except where the Company is legally required by contract, bylaw or otherwise to provide third parties with the ability to nominate directors, the Nominating and Corporate Governance Committee shall be responsible for (i) identifying individuals qualified to become Board members, consistent with these guidelines, the terms of the Nominating and Corporate Governance Committee charter and the Director Succession Plan, and other criteria approved by the Board, and (ii) recommending to the Board the persons to be nominated for election as directors at any meeting of stockholders and the persons to be elected by the Board to fill any vacancies on the Board consistent with these guidelines and the terms of the Nominating and Corporate Governance Committee charter and the Director Succession Plan.
  Director nominees shall be considered for recommendation by the Nominating and Corporate Governance Committee in accordance with these Guidelines, the policies and principles in its charter, the Director Succession Plan and the other criteria adopted by that committee and approved by the Board. It is a key objective of the Board to strive for diversity in the composition of the Board’s membership and the Board believes that diversity of backgrounds (in terms of gender, ethnicity, race, national origin, age, disability, veteran status, sexual orientation and other characteristics), experience and viewpoints is important in ensuring effective corporate governance and risk oversight.
  
  In addition, consistent with the terms of the Director Succession Plan and its charter, the Nominating and Corporate Governance Committee shall take into account a number of criteria in the selection of director nominees including, but not limited to, qualification as independent under the New York Stock Exchange rules and these Guidelines, depth and experience within the Company’s industry and otherwise, specialized expertise, educational background, business judgement, leadership ability, character and reputation for integrity, outside time commitments and past performance (for incumbent directors).
  
  It is expected that the Nominating and Corporate Governance Committee will have direct input from the Chair of the Board, the Chief Executive Officer and, if one is appointed, the Lead Director. The Nominating and Corporate Governance Committee shall consider candidates properly proposed by stockholders.
8. Extending the Invitation to a New Director Candidate to Join the Board. The invitation to join the Board should be extended by the Chair of the Board, on behalf of the Board, and the Chair of the Nominating and Corporate Governance Committee, on behalf of such committee.
9. Change of Responsibility of Director. Any director who retires from his or her current principal employment, or who materially changes his or her current principal position, shall promptly notify the Chair of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee will then evaluate whether the individual continues to satisfy the Board’s membership criteria and independence requirements in light of his or her new occupational status and shall recommend to the Board the action, if any, to be taken with respect to such director’s continued service on the Board.
10. Former Chief Executive Officer’s Board Membership. The Board believes that the continuation of a former Chief Executive Officer of the Company on the Board is a matter to be decided in each individual instance by the Board, upon recommendation of the Nominating and Corporate Governance Committee. Accordingly, when the Chief Executive Officer ceases to serve in that position, he or she will be expected to resign from the Board if so requested by the Board, upon recommendation of the Nominating and Corporate Governance Committee.
Board Meetings
1. Selection of Agenda Items. The Chair of the Board and Lead Director, if applicable, shall approve the agenda for each Board meeting. Each Board member is free to suggest the inclusion of agenda items and is free to raise at any Board meeting subjects that are not on the agenda for that meeting.
2. Frequency and Length of Meetings. The Chair of the Board, in consultation with the members of the Board, shall determine the frequency and length of the Board meetings. There will be at least four regularly scheduled meetings of the Board each year. Special meetings may be called from time to time as determined by the needs of the business.
3. Advance Distribution of Materials. Information and data that are important to the Board’s understanding of the business to be conducted at a Board or committee meeting should generally be distributed in writing to the directors before the meeting, and directors should review these materials in advance of the meeting. The Board acknowledges that certain items to be discussed at a Board or committee meeting may be of an extremely confidential or time-sensitive nature and that the distribution of materials on these matters prior to meetings may not be appropriate or practicable. Presentations made at Board meetings should do more than summarize previously distributed Board meeting materials.
4. Executive Sessions. The “non-management” directors, as defined by the rules of the New York Stock Exchange, shall meet in executive session at least semi-annually to discuss, among other matters, the performance of the Chief Executive Officer. The non-management directors will meet in executive session at other times at the request of any non-management director. To the extent that, at any time, the non-management directors include directors who are not independent directors, the independent directors will also meet at least annually in an executive session that includes only independent directors. Absent unusual circumstances, these sessions shall be held in conjunction with regular Board meetings. The director who presides at these meetings shall be the Lead Director if there is one, and if not, shall be chosen by the non-management directors, and his or her name shall be disclosed in accordance with applicable New York Stock Exchange rules.
5. Attendance of Non-Directors at Board Meetings. The Board encourages the senior executives of the Company to, from time to time, bring Company personnel into Board meetings who (i) can provide additional insight into the items being discussed because of personal involvement in these areas or (ii) should be given exposure to the Board.
Board Committees
1. Key Committees. The Board shall have at all times an Audit and Finance Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Each such committee shall have a charter that has been approved by the Board. The Board may, from time to time, establish or maintain additional committees as necessary or appropriate.
2. Assignment of Committee Members. The Nominating and Corporate Governance Committee shall be responsible for recommending to the Board the directors to be appointed to each committee of the Board. Except as otherwise permitted by the applicable rules of the Securities and Exchange Commission and the New York Stock Exchange, each member of the Audit and Finance Committee, the Compensation Committee and the Nominating and Corporate Governance Committee shall be an “independent director” as defined by such rules.
3. Committee Charters. In accordance with the applicable rules of the New York Stock Exchange, the charters of the Audit and Finance Committee, the Compensation Committee and the Nominating and Corporate Governance Committee shall set forth the purposes, goals and responsibilities of the committees as well as qualifications for committee membership, procedures for committee member appointment and removal, committee structure and operations and committee reporting to the Board. The Board shall, from time to time as it deems appropriate, review and reassess the adequacy of each charter and make appropriate changes.
4. Selection of Agenda Items. The chair of each committee, in consultation with the committee members, shall develop the committee’s agenda. At the beginning of the year, each committee shall establish a schedule of subjects to be discussed during the year (to the extent practicable). The schedule for each committee meeting shall be furnished to all directors.
5. Frequency and Length of Committee Meetings. The chair of each committee, in consultation with the committee members, shall determine the frequency and length of the committee meetings consistent with any requirements set forth in the committee’s charter. Special meetings may be called from time to time as determined by the needs of the business and the responsibilities of the committees.
Director Access to Management and Independent Advisors
1. Access to Officers and Employees. Directors have full and free access to officers and employees of the Company. Any meetings or contacts that a director wishes to initiate may be arranged through the Chief Executive Officer or the Secretary or directly by the director. The directors shall use their judgment to ensure that any such contact is not disruptive to the business operations of the Company and shall, to the extent appropriate, copy the Chief Executive Officer on any written communications between a director and an officer or employee of the Company.
2. Access to Independent Advisors. The Board and each committee have the power to hire and consult with independent legal, financial or other advisors for the benefit of the Board or such committee, as they may deem necessary, without consulting or obtaining the approval of any officer of the Company in advance. At the discretion of the Board or applicable committee, such independent advisors may be the regular advisors to the Company. The Board or any such committee is empowered, without further action by the Company, to cause the Company to pay the compensation of such advisors as established by the Board or any such committee.
Director Compensation
1. Role of Board and Nominating and Corporate Governance Committee. The form and amount of director compensation shall be determined in accordance with the policies and principles set forth below. The Nominating and Corporate Governance Committee shall conduct a periodic review of the compensation of the Company's directors in collaboration with the Compensation Committee. The Nominating and Corporate Governance Committee shall consider that questions as to directors’ independence may be raised if director compensation and perquisites exceed customary levels, if the Company makes substantial charitable contributions to organizations with which a director is affiliated or if the Company enters into consulting contracts or business arrangements with (or provides other indirect forms of compensation to) a director or an organization with which the director is affiliated. The Board shall, upon recommendation of the Nominating and Corporate Governance Committee, establish director compensation.
2. Form of Compensation. The Board believes that directors should be incentivized to focus on long-term stockholder value. Including equity as part of director compensation helps align the interest of directors with those of the Company’s stockholders.
3. Amount of Consideration. The Company seeks to attract exceptional talent to its Board. Therefore, the Company’s policy is to compensate directors at least competitively relative to comparable companies. The Company’s management shall, from time to time, present a comparison report to the Board, comparing the Company’s director compensation with that of comparable companies. The Board believes that it is appropriate for the Chair of the Board and the chair and members of the committees to receive additional compensation for their services in those positions.
4. Director Stock Ownership. The Board believes that each director should acquire and hold shares of Company stock. Therefore, directors shall maintain shares of Company stock at levels consistent with Company policies.
5. Employee Directors. Directors who are also employees of the Company shall receive no additional compensation for Board or committee service.
Director Orientation and Continuing Education
1. Director Orientation. The Board and the Company’s management shall conduct a mandatory orientation program for new directors. The orientation program shall include presentations by management to familiarize new directors with the Company’s strategic plans, its significant financial, accounting and risk management issues, its compliance programs, its code of business conduct and ethics, its principal officers, its internal and independent auditors and its General Counsel and outside legal advisors. In addition, the orientation program shall include a review of the Company’s expectations of its directors in terms of time and effort, a review of the directors’ fiduciary duties and visits to Company headquarters and, to the extent practical, certain of the Company’s significant facilities. All other directors are also invited to attend the orientation program.
2. Continuing Education. Each director is expected to be involved in continuing director education on an ongoing basis to enable him or her to better perform his or her duties and to recognize and deal appropriately with issues that arise. The Company shall pay all reasonable expenses related to continuing director education.
Management Evaluation and Succession
1. Selection of Chief Executive Officer. The Board selects the Company’s Chief Executive Officer in the manner that it determines to be in the best interests of the Company’s stockholders.
2. Evaluation of Senior Executives. The Compensation Committee shall be responsible for overseeing the evaluation of the Company’s senior executives. In conjunction with the Audit and Finance Committee, in the case of the evaluation of the senior financial management, the Compensation Committee shall determine the nature and frequency of the evaluation and the persons subject to the evaluation, supervise the conduct of the evaluation and prepare assessments of the performance of the Company’s senior executives, to be discussed with the Board periodically. The Board shall review the assessments to ensure that the senior executives are providing the best leadership for the Company over both the long- and short-term.
3. Succession of Senior Executives. The Nominating and Corporate Governance Committee shall be responsible for overseeing an annual evaluation of succession planning, including recommendations and evaluations of potential successors to fill the role of Chief Executive Officer and other executive officer positions. The continuity planning process shall include consideration of both ordinary course succession, in the event of planned promotions and retirements, and planning for situations where the Chief Executive Officer or another executive officer unexpectedly becomes unable to perform the duties of his or her position.
Annual Performance Evaluation of the Board
The Nominating and Corporate Governance Committee shall oversee an annual self-evaluation of the Board to determine whether it and its committees are functioning effectively. The Nominating and Corporate Governance Committee shall determine the nature of the evaluation, supervise the conduct of the evaluation and prepare an assessment of the Board’s performance, to be discussed with the Board. The purpose of this process is to improve the effectiveness of the Board and its committees and not to target individual Board members.
Board Interaction with Stockholders, Institutional Investors, the Press, Customers, Etc.
The Board believes that the Chief Executive Officer and his or her designees speak for the Company. Individual Board members may, from time to time, meet or otherwise communicate with various constituencies that are involved with the Company, but only at the request of the Company’s senior executives.

The Board will give appropriate attention to written communications that are submitted by stockholders and other interested parties, and will respond if and as appropriate. Absent unusual circumstances or as contemplated by the committee charters, the Chair of the Board (if an independent director), or the Lead Director (if one is appointed), or otherwise the Chair of the Nominating and Corporate Governance Committee shall, subject to advice and assistance from the General Counsel, (1) be primarily responsible for monitoring communications from shareholders and other interested parties, and (2) provide copies or summaries of such communications to the other directors as he or she considers appropriate.
Periodic Review of the Corporate Governance Guidelines
The Nominating and Corporate Governance Committee shall, from time to time as it deems appropriate, review and reassess the adequacy of these Guidelines and recommend any proposed changes to the Board for approval.

Approved July 2024. Last updated July 2024.