INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE
GOVERNANCE
INDEPENDENCE OF THE BOARD OF DIRECTORS
As required under the Nasdaq Stock Market (Nasdaq) listing standards, a majority of the members of a listed companys Board of
Directors must qualify as independent, as affirmatively determined by the Board of Directors. The Board consults with CymaBays counsel to ensure that the Boards determinations are consistent with relevant securities and other
laws and regulations regarding the definition of independent, including those set forth in pertinent listing standards of Nasdaq, as in effect from time to time.
Consistent with these considerations, after review of all relevant identified transactions or relationships between each director, or any of
his or her family members, and CymaBay, its senior management and its independent registered public accounting firm, the Board has affirmatively determined that the following eight directors are independent directors within the meaning of the
applicable Nasdaq listing standards: Dr. Booth, Dr. Goldfischer, Ms. Loewy, Dr. Stein, Mr. Truex, Mr. von Emster, Mr. Weiland and Dr. Wills. In making this determination, the Board found that none of these
directors or nominees for director had a material or other disqualifying relationship with CymaBay. Mr. Shah is not independent as he serves as an officer of CymaBay.
DIVERSITY IN BOARD MEMBERSHIP
CymaBay seeks to achieve an appropriate level of diversity in the membership of its Board of Directors and to assemble a broad range of skills,
expertise and knowledge to benefit its business. The Nominating and Corporate Governance Committee and the full Board of Directors annually assess the composition of the Board of Directors, considering diversity across many dimensions, including
industry experience, functional areas and skills (e.g., technology and finance), gender, geographic scope, public and private company experience, and director experience in the context of an assessment of the current and expected needs of the Board.
The Nominating and Corporate Governance Committee reviews director candidates based on the Boards needs as identified through this assessment and other factors and considers, among other things, independence, character, gender, demonstrated
leadership, skills, including financial expertise, and experience in the context of the needs of the Board. Although the Board does not have a formal policy regarding board diversity, the Board believes that having such diversity among its members
enhances the Boards ability to make fully informed, comprehensive decisions.
BOARD LEADERSHIP STRUCTURE
The Board of Directors of CymaBay has an independent Chairman, Dr. Wills, who, as Chairman has authority, among other things, to call and
preside over Board meetings, including meetings of the independent directors, to set meeting agendas and to determine materials to be distributed to the Board. Accordingly, the Chairman has substantial ability to shape the work of the Board. CymaBay
believes that separation of the positions of Chairman of the Board and Chief Executive Officer reinforces the independence of the Board in its oversight of the business and affairs of CymaBay. In addition, CymaBay believes that having an independent
Chairman creates an environment that is more conducive to objective evaluation and oversight of managements performance, increasing management accountability and improving the ability of the Board to monitor whether managements actions
are in the best interests of CymaBay and its stockholders. As a result, CymaBay believes that having an independent Chairman can enhance the effectiveness of the Board as a whole.
ROLE OF THE BOARD IN RISK OVERSIGHT
The Board has an active role, as a whole and also at the committee level, in overseeing management of CymaBays risks. The Board regularly
reviews information regarding CymaBays credit, liquidity and operations, as well as the risks associated with each. The Audit Committees charter mandates the Audit Committee to review and discuss with management, and CymaBays
independent registered public accounting
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