ResMed : Compliance, Privacy and Quality Committee Charter

Published: 2025-06-19 09:14:06 ET RMD

Published on 06/19/2025 at 09:14

The ResMed Inc. ("ResMed" or the "Company") Board of Directors adopted this amended Compliance, Privacy and Quality Committee Charter as of May 16, 2025.

application of ResMed's code of business conduct and ethics as established by management and the Board;

global corporate compliance;

the quality and safety of ResMed's products;

privacy obligations;

sustainability (including social, governance, and environmental issues); and

such other topics delegated to the Committee by the Board from time to time.

In discharging its role, the Committee is empowered to inquire into any matter it considers appropriate to carry out its responsibilities, with access to all books, records, facilities, and personnel of the Company and its affiliates.

Resmed will provide adequate resources to support the Committee's activities, including compensation of any legal counsel, compliance expert, or other advisor or consultant the Committee retains in connection with its obligations.

The Committee will meet at least once during each fiscal quarter and more frequently as it deems desirable.

The Committee will meet periodically with employees responsible for areas subject to oversight by the Committee.

The Committee will establish its own schedule of meetings.

The Committee may act by unanimous written consent of its members, given in writing or digitally.

Notice of meetings will be given to all Committee members, or may be waived, in the same manner as required for meetings of the Board.

Meetings of the Committee may be held using telephone, video conference or other communication equipment through which all persons participating in the meeting can hear each other.

A majority of members of the Committee will constitute a quorum for a meeting and the affirmative vote of a majority of members present

at a meeting at which a quorum is present will constitute the action of the Committee.

The Committee may form and delegate any of its responsibilities to a sub-committee so long as the sub-committee is solely comprised of one or more members of the Committee.

The Committee will otherwise establish its own rules of procedure.

Directors that are not members of the Committee may attend and observe meetings of the Committee but will not participate in any discussion or deliberation unless invited to do so by the Committee, and in any event will not be entitled to vote. The Committee may, at its discretion, include in its meetings members of the management of the Company and any other person whose presence the Committee believes to be desirable or appropriate. Notwithstanding the foregoing, the Committee may also exclude from its meetings any person it deems appropriate, including, but not limited to, any director that is not a member of the Committee.

In such manner as the Committee determines is appropriate to fulfill its purposes, the Committee shall oversee the administration of the Company's global compliance program, including:

Review ResMed's Code of Business Conduct and Ethics at least annually, and consider changes recommended by management.

Review the adequacy and effectiveness of the Company's compliance with applicable legal and regulatory requirements of US federal, state, local, and foreign laws.

Oversight of the Company's policies, programs and performance related to administration of the global compliance program.

Review of periodic reports regarding the findings of significant compliance audits and investigations and preventive actions taken as a result of those findings, as well as reports to the Company's ethics hotline.

Strategic issues and corporate actions relating to development and evolution of the global compliance program.

Annually reviewing a compliance assessment by the chief compliance officer.

Annually reviewing and approving a compliance work plan prepared by the chief compliance officer.

Annually reviewing and approving the staffing and budget of the compliance function.

In such manner as the Committee determines is appropriate to fulfil its purposes, the Committee will be responsible for the review and oversight of matters related to the Company's privacy management practices, including:

Adequacy and effectiveness of ResMed's compliance with privacy laws and regulations impacting ResMed's data collection, use, and sharing practices, and the maturity of ResMed's data privacy program.

Policies and programs and performance to support the Company's right to collect, manage, use and share personal data.

Assessments of significant data privacy issues.

Response to any data privacy breach incident(s) involving the Company's systems, products, and services.

Review of annual privacy audit.

For avoidance of doubt, unless delegated to the Committee, oversight of the Company's cybersecurity efforts is a Board obligation, and review and approval of any public securities filing with respect to a cybersecurity breach is the responsibility of the Audit Committee.

In such manner as the Committee determines is appropriate to fulfil its purposes, the Committee shall oversee administration of product quality and safety, including:

Effectiveness of the Company's performance with respect to (i) compliance with laws and regulations administered by the U.S. Food and Drug Administration ("FDA") and similar state, local and foreign agencies (e.g., Therapeutic Goods Association), and (ii) the quality and safety of the Company's products.

Policies and programs to monitor and control product quality and safety.

Periodic reports from management on significant product quality and safety issues.

Company responses to material quality issues, field actions, and product recalls.

The Company's overall strategy with regard to the quality and safety of its products.

The health and safety of ResMed employees.

Review of significant quality audit results, investigations and corrective and preventive actions (CAPAs).

In such manner as the Committee determines is appropriate to fulfill its purposes, the Committee shall oversee ResMed's sustainability efforts, to include governance, social and environmental activities, including:

Meeting periodically with the chief compliance officer, who is responsible for preparing an annual report on the Company's sustainability activities.

Reviewing the Company's annual sustainability report.

Reviewing the Company's performance of its reporting and assurance obligations.

Coordination with other committees of the Board.

The Nominating and Governance Committee has oversight over corporate governance issues relating to the Company.

The Audit Committee has oversight over matters of the Company's financial compliance. The Compliance, Privacy and Quality Committee shall coordinate with the Audit Committee of the Board with respect to this Committee's oversight of compliance issues set out in this Charter.

The Committee shall conduct an annual self-evaluation of its performance, including a review of the adequacy of the Charter annually, and recommend to the Board any amendments the Committee deems appropriate.

The Committee shall evaluate reports from management on performance, issues and findings relating to the Global Compliance Program, product quality and safety, and data privacy compliance and shall review with the Board any material issues that arise with respect to such matters.

Disclaimer

ResMed Inc. published this content on June 19, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on June 19, 2025 at 13:13 UTC.