The following policy has been adopted by Immunovant, Inc. and its consolidated subsidiaries. (collectively, “Immunovant”) to provide an effective method for directors, employees, consultants, advisers and others to report, on a confidential and anonymous basis, complaints and concerns regarding any suspected violations of Immunovant’s Code of Business Conduct and Ethics or any other Immunovant policy or code of behavior or of any violation of law, regulation or ethical principles to which Immunovant is subject. Immunovant is committed to providing a workplace conducive to open discussion of its business practices and is committed to complying with the laws and regulations to which it is subject. Accordingly, Immunovant will not tolerate conduct that is in violation of its internal policies or such laws and regulations. Each employee is encouraged to promptly report a good faith complaint regarding compliance, accounting, or auditing matters in accordance with the provisions of this policy. Any other third party, such as vendors, collaborators, partners, shareholders, or competitors, also may report, under the procedures provided in this policy, a good faith complaint regarding compliance, accounting, or auditing matters.

Scope

This policy covers complaints relating, but not limited to, the following types of conduct:

  • non-compliance with Immunovant’s Code of Business Conduct and Ethics or other internal legal, regulatory, anti-discrimination, sexual harassment, conflict of interest, anti-fraud, anti-corruption and other employee compliance policies or programs that may be implemented from time to time;
  • fraud, deliberate error or gross negligence or recklessness in the preparation, evaluation, review or audit of any financial statement or other disclosure of Immunovant;
  • fraud, deliberate error or gross negligence or recklessness in the recording and maintaining of financial records or other disclosures of Immunovant;
  • deficiencies in, or noncompliance with, Immunovant’s internal accounting controls;
  • misrepresentation or false statement to management, regulators, the outside auditors, or others or by a senior officer, accountant or other employee regarding a matter contained in the financial records, financial reports, or audit reports or with respect to other disclosure of Immunovant; or
  • deviation from full and fair reporting of Immunovant’s results or financial

Reporting of Complaints

In order to assure Immunovant management and the Audit Committee are aware of any such suspected violations, Immunovant has established specific procedures, including an independently operated hotline.

Reports can be made, at any time, confidentially and anonymously:

  1. Via the Immunovant Whistleblower Hotline:
  1. Or in writing to Immunovant’s Chief Legal Officer / General Counsel at compliance@immunovant.com.

Reports to the Whistleblower Hotline will be delivered to both the Chief Legal Officer / General Counsel of Immunovant and the Chairperson of the Audit Committee of the Immunovant Board of Directors (the “Audit Committee”).

When reporting an incident, sound judgment should be used to avoid baseless allegations. An employee who intentionally files a knowingly false report of wrongdoing will be subject to disciplinary measures that may involve termination.

The Immunovant Whistleblower Hotline is managed by an outside, independent service provider and allows any Immunovant director, employee, or other person to make a report without providing his or her name. The Immunovant Whistleblower Hotline service provider is required to promptly share the information provided in the report with the Chief Legal Officer / General Counsel and the Chairperson of the Audit Committee. The service provider will explain to each caller procedures for following up on the report.

The Audit Committee is responsible for overseeing the receipt, retention, and investigation of and response to all reports. The Chief Legal Officer / General Counsel is responsible for administering these procedures on behalf of Immunovant. Upon receipt of a complaint, the Chief Legal Officer / General Counsel will promptly notify the Chairperson of the Audit Committee of any complaint appropriately brought under this policy. The Chief Legal Officer / General Counsel or, if deemed appropriate by the Audit Committee, the Audit Committee, will determine whether a reasonable basis exists for commencing an investigation into the complaint. To assist in making this determination, the Chief Legal Officer / General Counsel or Audit Committee may conduct an initial, informal inquiry. The Chief Legal Officer / General Counsel or Audit Committee may also engage other parties in the inquiry based on their oversight responsibility or expertise. This may include independent legal, accounting, or other advisors as may be necessary or appropriate. Following the informal inquiry, a formal investigation will be conducted if deemed necessary by the Chief Legal Officer / General Counsel or Audit Committee, again with the support of advisors if necessary or appropriate, under the direction and oversight of the Audit Committee or such other persons as the Audit Committee determines to be appropriate under the circumstances. The Chief Legal Officer / General Counsel together with the Audit Committee will determine any corrective action, as appropriate.

To the extent that the Chief Legal Officer / General Counsel determines that the complaint is only a suggestion or general inquiry (e.g., the disclosing person is concerned that the stock price is falling), such person will be referred to an appropriate company intranet site or suggestion box for suggestions or comments, no file will be created, and no other action will be taken. If the Chief Legal Officer / General Counsel determines that the complaint does not involve matter covered by this policy, the Chief Legal Officer / General Counsel shall forward the complaint to the appropriate internal department for review and, if possible, investigation (i.e., employee relations matters shall be forwarded to Human Resources).

The Chief Legal Officer / General Counsel will confidentially inform the person who brought the complaint (unless the complaint was made anonymously) that the complaint has been received and provide him or her with the name of, and contact information for, the investigator assigned to the claim. The final determination will be communicated to the person who brought the complaint (unless the complaint was made anonymously), the Audit Committee and relevant members of management, as appropriate.

It is the responsibility of the Audit Committee to assure that management takes corrective action, including where appropriate, reporting any violation to the relevant federal, state, or regulatory authorities. Directors, employees, or consultants who are found to have violated any laws, governmental regulations or Immunovant’s policies will face appropriate, case-specific disciplinary action, which may include demotion or termination.

The Chief Legal Officer / General Counsel will provide the Audit Committee with a report of all complaints or concerns received. Such report may be in summary form or in such other form as the Audit Committee or its designee may request from time to time. The Audit Committee is free to make further inquiries on its own regarding any complaint or concern, through an independent committee of the board, and/or with the assistance of independent legal, accounting, or other advisors, as necessary or appropriate.

The log of all complaints or concerns received and all documents obtained or created in connection with any investigation shall be kept in accordance with Immunovant’s document retention policy, as may be in effect from time to time.

Confidentiality and Anti-retaliation

Whistleblower protections are provided in two important areas – confidentiality and anti- retaliation. Insofar as possible, the confidentiality of the whistleblower will be maintained. However, identity or facts that could reveal his or her identity may have to be disclosed to conduct a thorough investigation and to comply with legal requirements. In no event should information concerning the complaint be released to persons without specific need to know that information. Investigation of complaints will be prompt. Immunovant will not retaliate against a whistleblower. This includes protection from retaliation in the form of an adverse employment action such as termination, compensation decreases, or poor work assignments and threats of physical harm. Any whistleblower who believes he/she is being retaliated against must contact the Chairperson of the Audit Committee or the Chief Legal Officer / General Counsel immediately. The right of a whistleblower to protection against retaliation does not include immunity for any personal wrongdoing on the part of the whistleblower that is alleged and investigated.

All complaints submitted in written form and all written materials produced or acquired pursuant to an investigation under this policy shall be kept confidential to the extent possible (consistent with the need to conduct an adequate investigation).

Employees with any questions regarding this policy should contact the Chief Legal Officer / General Counsel.

Adopted by the Board of Directors: December 18, 2019