Report of the Non-Executive Directors

Meetings

Our Board of Directors had five formal meetings in the course of 2022. The meetings were held in the months March, May, July, September and December, most of which were held (partially) via videoconferencing due to restrictions related to the COVID-19 pandemic. The committees of the Board of Directors also convened regularly (see also sections “Report Audit and Compliance Committee” to “Report Commercial Committee” below for the separate reports of the committees).

All Board of Director meetings and all formal committee meetings were also attended by Mr. Van Hauwermeiren, as executive director. In addition, several members of the senior management team were invited to discuss specific items included on the Board of Director and committee meetings’ agendas.

Attendance Record Board of Director Meetings

In 2022, five Board of Directors meetings were held. The meeting attendance rate for our directors is set out in the table below.

In 2022, all of the five Board of Directors meetings with solely the non-executive directors being present were held as closed sessions at the beginning or the end of other meetings. These meetings were attended by all non-executive directors appointed at such time, except one meeting held in March, which was not attended by Yvonne Greenstreet.

Activities

The agenda for the Board of Directors included long-term value creation as well as the manner in which the senior management team implements our strategy, our culture to ensure proper monitoring by the non-executive directors, our financial position as well as the results of our subsidiaries, acquisitions, large investment proposals, yearly budget, director changes and the internal risk management and control system, diversity, equity and inclusion policy, adjustment of board fees and changes of office locations.

In 2022, specific attention was given to the statutory and governance topics including the long-term succession and contingency planning of the Board of Directors and senior management, leading to the appointment of Ms. Camilla Sylvest and Ms. Ana Cespedes as non-executive director to our Board of Directors, the re-appointment of Mr. Peter K.M. Verhaeghe, Mr. James Michael Daly and Mr. Werner Lanthaler as non-executive directors and the re-appointment of Mr. Tim Van Hauwermeiren as executive director. The Board of Directors furthermore discussed the long-term succession planning of the senior management team leading to the appointment of Ms. Malini Moorthy as our general counsel, Mr. Luc Truyen as our chief medical officer and Mr. Peter Ulrichts as our chief scientific officer. The Board of Directors discussed the impact of COVID-19 and related mitigating measures, business updates, review and approval of forecasts, the Company’s preparation of and execution of commercial launches relating to VYVGART in the U.S., Japan and Europe, and product portfolios, business and corporate development, review and approval of consolidated financial statements, update research and developments, committee reports, financing of the Company and the approval of the proposed agenda’s and other meeting documents for General Meetings. The Board of Directors discussed the appointment of Mr. Hans de Haard and Mr. Wim Parys as members of our research and development committee. The Board of Directors furthermore specifically discussed the input received from shareholders with respect to its remuneration policy and practices, its progress towards achieving the newly approved goals for gender diversity in the Board of Directors and the Company leadership team and the implementation and oversight over the Company’s healthcare compliance program.

Board Evaluation

The Board of Directors evaluates its functioning and the functioning of its committees and of each individual director annually. The evaluation process is performed with the help of an external professional board evaluation consultant (in 2022 this was performed by Nasdaq Governance Solutions). The evaluation includes preparing specific questionnaires focusing on the skills and competences most relevant to us, and the most material board topics and challenges we face. The written questionnaire is then followed up by one-to-one interviews with each member of the Board of Directors, followed by a debrief to the entire Board of Directors both in writing (in form of a report) and in the form of a live discussion of the evaluation report aimed at distilling specific learnings and conclusions.

Based on the self-evaluation performed, the non-executive directors concluded that the Board of Directors and its committees had properly discharged their responsibilities during 2022. The Board of Directors identified certain strengths and weaknesses and adopted a plan for further board development and succession in 2023.

Report Audit and Compliance Committee

The audit and compliance committee reports regularly to our Board of Directors on the exercise of its functions. It informs our Board of Directors about all areas in which action or improvement is necessary in its opinion and produces recommendations concerning the necessary steps that need to be taken. The audit review and the reporting on that review cover argenx and its subsidiaries as a whole.

In 2022, the main points of discussion at the meetings were the key findings and risk areas of the 2022 gap analysis on compliance, the key findings of the 2022 gap analysis on ESG, the 2021 ESG report, the 2021 consolidated financial statements and press release, internal audit plan for 2022, internal and external auditors’ 2021 audit reports, the interim consolidated financial statements and press releases, the external auditor’s 2021 audit plan and external audit report for the year 2022, the interim financial statements, review of quarterly forecasts, updates on internal control activities, updates on corporate audit activities, updates on tax priorities, policy and audit, update on the impact of the Russia/Ukraine conflict on the risk reporting, and updates on cash, cash equivalents and financial assets, the Company’s enterprise risk management system and dashboard, the company’s corporate ethics and compliance program and the Company’s data privacy program.

In 2022, seven audit and compliance committee meetings were held. The meeting attendance rate for our directors is set out in the table below.

Report Remuneration and Nomination Committee

The remuneration and nomination committee assists the Board of Directors by, amongst other matters, regularly reviewing our remuneration policy, preparing remuneration proposals and periodically assessing the size and composition of the Board of Directors, as well as preparing the policy of the senior management team on the selection criteria and appointment procedures for senior management. During their deliberations in 2022, the main topics of discussion were the design and implementation of our diversity, equity and inclusion policy, the review and discussion of our social disclosures in our 2021 ESG report, the long-term succession and contingency planning for the Board of Directors and senior management, the achievements of senior management’s 2022 targets and their remuneration, the outcome of our say-on-pay vote at our 2022 General Meeting and the numerous investor interactions in relation thereto to ensure broad societal support for our remuneration practices and the strategy for our ESG reporting on social aspects in 2023 and beyond.

In 2022, four formal remuneration and nomination committee meetings were held. The meeting attendance rate for our directors is set out in the table below.

Report Research and Development Committee

The research and development committee functions as a sounding board to our research and development management, general management and the Board of Directors, and monitors our research and development goals, strategies and measures. In 2022, the committee held five formal meetings, in which it focused mainly on the vision and strategy on science, the Company’s research and development pipeline including its preclinical and clinical stage product-candidates, potential future indications for its commercial stage products and developments in relation to our IIP.

The meeting attendance rate for our directors is set out in the table below.

Report Commercial Committee

The commercial committee functions as a sounding board on branded and unbranded strategic marketing plans for the Board of Directors. In 2022, the committee held five formal meetings, in which it focused mainly on our preparation and subsequent execution of our launch of VYVGART in gMG in the U.S., Japan, Europe, the Middle East and Africa as well as the preparation for potential future launches, subject to obtaining further approvals.

The meeting attendance rate for our directors is set out in the table below.