Governance

Introduction to Corporate Culture at argenx (ESRS 2 SBM-3, G1-1)

We have put in place governance structures and mechanisms to promote accountability, adaptability, and alignment with our values.

Business Ethical Conduct

Material G1 IROs described in this section include:

• Unethical practices (e.g., harassment, discrimination, corruption, fraud, safety issues) as a result of poor corporate culture (Impact).
• An inability to protect whistleblowers against retaliation prevents the identification and remediation of incidents towards employees and patients, impacting engagement, safety, and trust (Impact).

Our culture, established by our company founders, is defined by five Cultural Pillars (who we are): innovation, co-creation, empowerment, excellence, and humility. These pillars are complemented by the expectations for employees to:

• Follow the rules: Employees are expected to know and comply with the laws, regulations and Company policies that apply to their job role and the countries in which they operate. If local laws or policies are more restrictive than those outlined in the Code of Conduct and Business Ethics, employees are expected to follow the more restrictive local requirements.
• Exercise good judgement: Employees are expected to conduct business with honesty and integrity and in a manner that protects argenx’s reputation.
• Ask questions: If employees are uncertain about any of the laws, regulations or policies that apply to their role or the country in which they operate, employees should talk to their manager, Legal, Compliance, or HR business partner.

These expectations are communicated to employees through the Code of Conduct and Business Ethics. We expect argenx colleagues to promptly raise any concerns regarding violations or potential violations of our policy by notifying their manager, Human Resources, Legal, Compliance, or the argenx COMPASS helpline.

A key way in which we develop our culture, activating these pillars and operating principles across our teams is through Culture Lab sessions. These voluntary sessions are designed to unify and connect colleagues, gather insights to help improve employee experience, and activate all Argonauts to live our Cultural Pillars. Culture is also discussed and fostered through additional channels, including Corporate Updates, team meetings, and communications across various platforms. At argenx, we reinforce our corporate culture through training and awareness campaigns, and an Ethics & Compliance team that supports ethical behavior, accountability, and adherence to policies and procedures.

There are currently no targets related to corporate culture and currently no further actions planned for the future, beyond actions already described in this section.

Code of Conduct and Business Ethics (G1-1, G1-3, MDR-P)

Our commitment to ethical business practices ties to regulatory requirements and is also integral to maintaining stakeholder trust and fostering meaningful innovation. The Ethics & Compliance program aims to guide, promote, and embed a robust ethics and compliance culture. By systematizing our ethical business guidelines, we provide guidance for all employees and our network of partners, collaborators, and vendors.

Our Code of Conduct and Business Ethics delineates our responsibilities to our employees and the diverse stakeholders we serve, including patients, healthcare professionals, customers, regulators, investors, and the communities where we live and work. The Code of Conduct and Business Ethics’ purpose is to summarize the standards we are all expected to meet and to provide guidance regarding compliance-related questions or situations encountered during the workday. The Code of Conduct and Business Ethics applies to all individuals conducting business on behalf of argenx worldwide. In 2024, 92% of employees completed the Code of Conduct and Business Ethics training. New members of the Board of Directors are walked through both the Code of Conduct and insider trading policy as part of their onboarding.

Due to the nature of our business, our approach to ethics also includes specific policies related to interactions with healthcare professionals (HCPs). Interactions with HCPs are guided by the Interactions with Members of the Healthcare Community Policy, which includes provisions on fair market value compensation, appropriate documentation, and adherence to anti-bribery and anti-corruption laws. In addition to this HCP-specific policy, argenx’s Code of Conduct and Business Ethics governs interactions with HCPs by requiring compliance with all applicable laws, regulations, and ethical standards. The Code of Conduct and Business Ethics requires that all employee engagements with HCPs are conducted with transparency, integrity, and respect for their independence, prohibiting any improper influence or incentives. This aims to ensure unbiased decisions in patient care. Training programs and transactional monitoring and auditing by the Ethics and Compliance team reinforce these standards by building employee awareness of policies, demonstrating an expectation to adhere to policies, and verifying implementation of policies.

Global Anti-Bribery and Anti-Corruption Policy (G1-1, G1-3, MDR-P, MDR-A, MDR-T)

We have implemented policies and procedures to prevent, detect, and address potential allegations of corruption or bribery. These, which either came into effect before or during 2024, include the argenx Code of Conduct and Business Ethics, Global Anti-Bribery and Corruption Policy, and Speak Up & Anti-Retaliation Policy. These are supported by regular training, monitoring, and reporting via our COMPASS Helpline for effective implementation and adherence.

We have established a program for investigating allegations or incidents of corruption and bribery that is focused on thoroughness, fairness, and confidentiality. Investigations follow a standardized process guided by the Ethics & Compliance Global Investigations Procedure, Ethics and Compliance Investigations Summary, Speak Up & Anti-Retaliation Policy, and Code of Conduct and Business Ethics. All reports are reviewed and investigated in accordance with applicable policies and legal requirements. Employees are trained in reporting concerns and are assured of a non-retaliatory environment to encourage transparency and cooperation. Our Ethics & Compliance function oversees the COMPASS Helpline, which is our centralized reporting channel where reporters have the option to do so anonymously.

argenx takes reports of violations of its Code of Conduct and Business Ethics, policies, and procedures very seriously and is committed to taking prompt action to review the facts and remediate issues when necessary. The E&C function is responsible for managing compliance investigations. Additional stakeholders, including Legal and Human Resources, are consulted for input and support where appropriate. Investigations are tracked from intake to remediation and documented in a Compliance Investigation Report. Allegations or concerns received through the various reporting channels shall be promptly communicated to E&C for triage. If an allegation or concern is cross-functional and involves issues relevant to more than one function (e.g., includes HR-related issues or potential law violations), E&C will confer with HR and/or Legal to determine which business function will lead the investigation. Upon intake, E&C will ensure that reporters receive confirmation that the report has been received and an acknowledgment that reports of misconduct are taken very seriously. If, based on the initial evaluation, it is determined that no further investigation is required, E&C will document that the matter will be closed. If, during the initial evaluation, it is determined that the report is one whose investigation should be directed and conducted by Legal, then Legal will lead the investigation. All reasonable steps are taken to maintain the confidentiality of the investigation, involving only those individuals with a need to know. If the Reporter wishes to remain anonymous, their anonymity will be protected to the fullest extent possible unless disclosure is required by law or necessary to conduct the investigation and any related proceedings. Reports are shared quarterly with the GCC and the Audit and Compliance Committee.

We provide anti-corruption and anti-bribery training programs to ensure all employees understand and adhere to ethical standards. These mandatory programs are tailored to the nature of each role and include policy reviews, approvals, and training. Training and monitoring mechanisms support preparedness and compliance across the organization. In 2024, 89.3% of employees completed the Global Anti-Bribery and Corruption Policy training. This training figure includes employees, contractors and consultants.

Our Ethics and Compliance team also conducts periodic monitoring of activities, with the purpose of ensuring adherence to internal policies and procedures. This includes live monitoring, transaction monitoring, and auditing records. Live monitoring of speaker events is used to ensure promotional materials are consistent with our branding and regulatory guidelines. Live monitoring also includes field rides, advisory boards, congresses, and conferences. Transaction monitoring involves a retrospective review of records and documentation related to activities such as sponsorships, donations, grants, speaker programs, speaking engagements, and fee-for-service engagements to identify and correct any deviations. Additionally, our ACC oversees the Internal Audit function which conducts audits to prevent, identify and mitigate activities which might imply any bribery or corruption risks. In 2024, internal audits topics included external funding, speaker bureau programs, externally sponsored research, research services, and HCP expenses incurred through third parties. There are currently no further anti-bribery and anti-corruption actions planned for the future, beyond actions already described in this section.

Percentage of functions-at-risk covered by prevention of bribery and corruption training programs

Incidents of Corruption and Bribery (G1-4)

In 2024, we reported zero convictions for violations of anti-corruption and anti-bribery laws within our operations and argenx did not incur any monetary losses as a result of legal proceedings related to corruption and bribery.

We track investigations in accordance with our Speak Up policy. There were no value chain violations within our hotline, and we did not incur any fines related to such violations.

Whistleblower Protections (G1-3, MDR-A)

We endeavor to comply with applicable global legal requirements to protect whistleblowers, ensuring individuals who report concerns in good faith are safeguarded from retaliation. Measures detailed in our Code of Conduct and Business Ethics and Speak Up & Anti-Retaliation Policy protect whistleblowers across all regions of operations. These policies outline that no argenx employee may retaliate against any Reporter or any person assisting a Reporter, cooperating with an investigation, responding to a request from regulators or government authorities, or exercising a legally protected right to report evidence of violations. Any person who retaliates will face disciplinary action, up to and including termination of employment, revocation of site access, or discontinuance of services. This is also documented in our Ethics & Compliance Investigations Procedure provided as supporting evidence. Whistleblowers can report incidents of corruption and bribery via our whistleblower hotline (insert link www.argenxhelpline.com) which is externally managed to ensure reporters stay anonymous.

There are currently no targets related to protecting whistleblowers and currently no further actions planned for the future, beyond actions already described in this section.

Supply Chain Management (G1-2, MDR-A)

Material G1 IROs described in this section include:

• Poor relationships with suppliers and inconsistent payment practices (as a result of argenx failing to pay suppliers on time) may impact the reliability and consistency of suppliers’ activities, interfering with supply chains, affecting R&D and medical distribution to those in need of treatment (Impact).
• Poor supplier relationship management can lead to risks such as low-quality products, supply chain disruptions, financial losses (e.g., increased costs and interest from late payments), non-compliance with supplier agreements and payment terms, and reputational damage, resulting in a loss of trust and credibility (Risk).

We recognize the important role our supply chain plays and have developed a supply chain management approach to mitigate risks and maintain strong relationships with our suppliers. This approach focuses on defining expectations and implementing processes to monitor and manage supply chain performance. There is no formal target to measure the management of suppliers.

Supplier management involves a vendor qualification process to evaluate supplier services and compliance with regulatory and argenx requirements. We carry out reference checks and screening of new vendors to ensure our suppliers meet the standard we expect. We also have the Global Sourcing and Vendor Alliance Management team which manages oversight of relationships with suppliers, along with each functional area who manages the relationships with third parties that they request.

We engage suppliers directly through regular meetings with business owners who oversee the operational aspects of service performance and delivery. Outsourcing is a key business strategy for argenx, enabling us to leverage external expertise and resources. Partnership governance is set up with key suppliers and defines the collaboration among both partners from strategy and tactical through to operational, including governance structure, meeting structure, and responsible persons. This governance structure is continuously evaluated. Our collaboration with suppliers connects to our pillar of co-creation, which allows us to achieve more than we could individually. Co-creation enables us to bring additional perspectives to our work.

We have established a third-party management working group to focus on early risk detection, compliance control, master data integration and process simplification. The goal is to build strong third-party risk management processes. We also incorporate risk management into the supply chain management approach through our Supply Chain Maps (SCM) process. SCM describes the supply chain for VYVGART and is used to visualize its logistics and QA requirements. Suppliers across our supply chain, from development vendors, manufacturing, and distribution to our commercial and tech vendors, undergo a qualification and monitoring process, including periodic audits, to help ensure the expected level of quality is maintained. Furthermore, business reviews are conducted periodically to evaluate and manage performance.

Escalation and resolution of potential quality issues occurs through the governance channels. If issues such as low-quality products, supply chain disruptions and non-compliance with supplier agreements and payment terms are identified (e.g., through audits), corrective action plans will be implemented and followed up. In case of consistent unacceptable low-quality performance without any resolution and improvement, a vendor relationship may be terminated.

Our Code of Conduct and Business Ethics states we will select all third parties on clear, objective criteria including, but not limited to, price and quality of goods or services, capability, reputation, and past performance. For relevant suppliers, we undertake applicable due diligence before entering business arrangements, including a review of the third party’s Code of Conduct and Business Ethics. With regards to social criteria, this due diligence process includes whether our suppliers are in adherence with mandatory regulatory requirements including requirements for worker’s rights. There is currently no environmental criteria used for the selection of suppliers. There are currently no further supply chain management actions planned for the future, beyond actions already described in this section

Payment Practices (G1-6, MDR-P, MDR-A)

We view payment practices as fundamental part of managing vendor relationships although we currently do not have a formal payment practices policy. argenx’s payment practices, including average payment time compared to standard payment terms, were calculated using data extracted from the AP application in Oracle and included all invoices paid to registered vendors, excluding employees and IC payments. The average payment time was calculated by dividing the total number of days taken to pay invoices by the total number of paid invoices, segmented by business unit, region, and the entire group. The standard payment terms are 30 days in instances where other terms have not been contractually agreed upon, and 76% of all invoices were paid within this timeframe. There are no outstanding legal proceedings for late payments. On average, argenx paid suppliers 30.2 days after the invoice date. There is no separate policy for preventing late payments to small or medium-sized enterprises (SMEs). To prevent late payments, argenx follows standardized processes for master vendor data, purchasing, invoicing, and payments. Weekly payment runs were conducted for all European and US entities, with Oracle-approved invoices included in the payment run, payment proposals reviewed and approved by the global Treasury manager and approved payment runs then executed in our treasury management software. In Japan, all duly approved invoices were paid once a month on a fixed date at the end of the month.