Table of Contents
as defined under the applicable listing standards of NASDAQ and SEC rules and regulations. The functions of this committee include, among other things:
- identifying, reviewing and evaluating candidates to serve on our board of directors;
- determining the minimum qualifications for service on our board of directors;
- evaluating director performance on the board and applicable committees of the board and determining whether continued service on our
board is appropriate;
- evaluating, nominating and recommending individuals for membership on our board of directors;
- evaluating nominations by stockholders of candidates for election to our board of directors;
- considering and assessing the independence of members of our board of directors;
- developing a set of corporate governance policies and principles and recommending to our board of directors any changes to such
policies and principles;
- considering questions of possible conflicts of interest of directors as such questions arise; and
- reviewing and evaluating on an annual basis the performance of the nominating and corporate governance committee and the nominating
and corporate governance committee charter.
believe that the composition and functioning of our nominating and corporate governance committee complies with all applicable requirements of the Sarbanes-Oxley Act, and all
applicable SEC and NASDAQ rules and regulations. We intend to comply with future requirements to the extent they become applicable to us.
Compensation Committee Interlocks and Insider Participation
Mr. Nolan, our President and Chief Executive Officer, currently serves as a member of our compensation committee; however, he
intends to resign from the committee prior to the completion of this offering. Except for Mr. Nolan, none of the members of our compensation committee has ever been an executive officer or
employee of ours. None of our executive officers currently serves, or has served during the last completed fiscal year, on the compensation committee or board of directors of any other entity that has
one or more executive officers serving as a member of our board of directors or compensation committee.
see "Certain Relationships and Related Party Transactions" in this prospectus for a description of the transactions between us and members of the compensation committee, and
entities affiliated with such members.
Code of Business Conduct and Ethics
Effective upon the closing of this offering, we will adopt a Code of Business Conduct and Ethics, or the Code of Conduct, applicable
to all of our employees, executive officers and directors. Following the closing of this offering, the Code of Conduct will be available on our website at www.avexis.com. The nominating and corporate
governance committee of our board of directors will be responsible for overseeing the Code of Conduct and
must approve any waivers of the Code of Conduct for employees, executive officers and directors. In addition, we intend to post on our website all disclosures that are required by law or the listing
standards of the applicable stock exchange concerning any amendments to, or waivers from, any provision of the Code of Conduct.