Environmental, Social and Governance Committee Charter

Aytu BioPharma, Inc.

Organization

The Environmental, Social and Governance Committee (the “Committee”) serving on behalf of the Board of Directors of Aytu BioPharma, Inc. (the “Company”) was established pursuant to Article II, Section 15 of the Bylaws of the Company, and delegate the powers contained herein, to the Nominating and Governance Committee (“NGC”). The NGC will appoint employee Committee members annually for a term of one year, and such Committee will report to the NGC. The NGC may remove or replace any Committee member at any time. The NGC will also appoint a chairperson for the Committee. The Committee will consist of not less than three members.

Purpose

The purpose of the Committee is to assist the NGC in fulfilling its oversight responsibilities with regard to, including, but not limited to environmental, health and safety, corporate social responsibility, sustainability, philanthropy, corporate governance, reputation, diversity, equity and inclusion, community issues, political contributions and lobbying and other public policy matters relevant to the Company (collectively, “ESG Matters”).

Duties and Responsibilities

The Committee shall have the following duties and responsibilities:

1. Oversight of ESG Matters

  • Recommend to the Board the Company’s overall general strategy with respect to ESG Matters.
  • Oversee the Company’s policies, practices and performance with respect to ESG Matters.
  • Oversee the Company’s reporting standards in relation to ESG Matters.
  • Report to the Board current and emerging topics relating to ESG Matters that may affect the business, operations, performance, or public image of the Company or are otherwise pertinent to the Company and its stakeholders and, if appropriate, detail actions taken in relation to the same.
  • Advise the Board on stockholder proposals and other significant stakeholder concerns relating to ESG Matters.

2. Reports to the Nominating and Governance Committee

The Committee musty report regularly, but at least annually, to the NGC, regarding the activities of the Committee.

3. Committee Self-Evaluation

The Committee must at least annually perform an evaluation of the performance of the committee.

4. Review of this Charter

The Committee must periodically review and reassess this Charter (but no less than annually) and submit any recommended changes or amendments to the NGC for its consideration.

5. Minutes and Record

The Committee will maintain written minutes and record of actions taken by the Committee.

General

  • The Committee will meet at least once a year and at such other times and places as it deems appropriate.
  • A majority of the Committee members will constitute a quorum.
  • In fulfilling its responsibilities, the Committee has the authority to delegate any or all of its responsibilities to a subcommittee of the committee as permitted by applicable law.
  • The NGC must approve any amendments to this charter.

Adopted by the Nominating and Governance Committee on September 15, 2021.

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