Corporate Governance

Board of Directors

BriaCell Therapeutics Corp.’s board of directors is currently comprised of 5 members. All of the board members other than Dr. Charles L. Wiseman are independent directors.

Committee Composition

BriaCell Therapeutics Corp. maintains an Audit, Compensation, Nominating and Corporate Governance committee. The committee appointments are as follows:

Name Independent Committee Appointment
Saeid Babaei Ph.D. Yes Chair- Nomination Chair – Corporate Governance Member-Compensation
Martin Schmieg Yes Member – Corporate Governance Member- Corporate Governance Member – Corporate Governance
William Williams MD Yes Member – Corporate Governance Member- Corporate Governance Member – Corporate Governance
Rahoul Sharan Yes Chair – Audit Member – Nomination Member – Corporate Governance
Charles Wiseman MD No
The Code of Business Ethics and Conducts

BriaCell Therapeutics Corp. has adopted the Code of Business Ethics and Conduct to ensure compliance with legal requirements and its standards of business conduct.

The Charter of Board of Directors

The Board of Directors (the “Board”) assumes the responsibility for the overseeing BriaCell Therapeutics Corp. (BriaCell or the “Company”) and its business. This includes responsibility for the matters set out in the Charter (refer to link below), which form part of the Board’s statutory responsibility to manage or supervise the management of the Corporation’s business and affairs.

To ensure BriaCell’s legal and regulatory compliance, Governance, Compensation and Nomination, and Audit Committees have been formed to review the Board’s mandate on an annual basis, and recommend changes when necessary.

The Charter of Audit Committee

The main goal of the Audit Committee is to oversee the integrity of BriaCell Therapeutics Corp.’s financial statements, its compliance with legal and regulatory requirements, and to ensure the top performance of the internal /external audit function, and qualification and independence of the external auditors

The Charter of Governance, Compensation and Nominating Committee

The key function of the committee is to assist the Board in overseeing the executive and director compensation, director nomination and corporate governance including the following:

    • Evaluate the CEO’s performance relevant to the Company’s goals and objectives approve the CEO’s compensation
    • Assess non-CEO compensation, incentive-based plans and equity-based plans;
    • Establish share ownership policies, and monitor insider trading
    • Identify and appoint qualified Board members
    • Select the director nominees for the next annual meeting of shareholders
    • Develop and recommend relevant corporate governance principles
    • Evaluate the performance of the Board and senior management
    • Ensure executive compensation disclosure in public documents
    • Other responsibilities as are set out in this Charter or as assigned to the Committee by the Board.

Board of Directors arr

BriaCell Therapeutics Corp ’s board of directors is currently comprised of five members.

Management arr