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8/2/2019 Manish sanil

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Manish Sanil

F2-D-45


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CORPORTAE OVERVIEW

Founded in 2004, MAKO Surgical Corp. (NASDAQ: MAKO) is an innovative

medical device company that markets both its RIO

Robotic Arm Interactive

Orthopedic System and proprietary RESTORIS

family of implants to surgeons fora procedure called MAKOplasty

that provides a less invasive method for knee

resurfacing and a new procedure for Total Hip Arthroplasty. The

MAKOplasty

solution is comprised of technologies enabled by an intellectual

property portfolio including more than 300 U.S. and foreign, owned and licensed,

patents and patent applications.

MAKOplasty

is powered by the RIO

Robotic Arm Interactive Orthopedic

System, a highly advanced robotic arm technology that assists your orthopedic

surgeon in achieving consistently reproducible precision for the individual patient

in knee and hip joint replacement.

MAKOplasty Partial Knee Resurfacing is an innovative treatment option designed

to relieve pain and restore range of motion for adults living with early to mid-stage

osteoarthritis that has not progressed to all three compartments of the knee.

MAKOplasty

Total Hip Arthroplasty, is a new RIO

robotic arm application for

those in need of total hip replacement. Advanced robotic arm technology and

versatile implants assist surgeons in attaining a new level of accuracy and precision

designed to restore mobility and active lifestyle.

CORPORATE GOVERNANCE

The Board of Directors of MAKO Surgical Corp (the "Company") sets high

standards for the Company's employees, officers and directors. Implicit in this

philosophy is the importance of sound corporate governance. It is the duty of the

Board of Directors to serve as a prudent fiduciary for shareholders and to oversee

the management of the Company's business. To fulfill its responsibilities and to

discharge its duty, the Board of Directors follows the procedures and standards that

are set forth in these guidelines. These guidelines are subject to modification from

time to time as the Board of Directors deems appropriate in the best interests of theCompany or as required by applicable laws and regulations.


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CORPORATE GOVERNANCE GUIDELINES

1. Introduction

The Board of Directors (the Board) of MAKO Surgical Corp. (the

Company) has adopted these corporate governance guidelines (the Guidelines)

to assist the Board in the exercise of its responsibilities. These guidelines should

be interpreted in the context of all applicable laws and regulations and the

Companys charter and bylaws. The Guidelines are subject to periodic review by

the Corporate Governance and Nominating Committee of the Board and, based on

this review and the Corporate Governance and Nominating Committees

recommendations, these Guidelines may be amended in the future as the Board

may deem necessary or advisable and in the best interests of the Company.

2. Board Composition and Size

Independent Directors (as defined below) shall constitute a majority of the

Board and each of the Audit Committee, Compensation Committee, and Corporate

Governance and Nominating Committee shall be entirely comprised of

Independent Directors, subject to any exemptions provided for in the rules and

regulations of the Securities and Exchange Commission (the SEC ) or The

NASDAQ Stock Market ( NASDAQ). Independent Director shall mean a

person who meets the then current requirements for independence of the applicable

rules and regulations of the SEC and NASDAQ.

3. The Committees of the Board

The Board shall have at least three standing committees: (1) the Audit

Committee, (2) the Compensation Committee and (3) the Corporate Governanceand Nominating Committee (each, a Committee and collectively, the

Committees). Each Committee shall have a written charter. Each Committee

shall have, and shall perform the duties and responsibilities set Forth in, its

respective charter. The Board will designate the members of each Committee.

Each Committee member must satisfy the membership requirements set forth in


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the relevant Committee charter, including applicable SEC and NASDAQ

requirements. A director may serve on more than one Committee. Each

Committee shall have the number of meetings provided for in its charter, with

further meetings to occur when deemed necessary or desirable by the Committee

or its chairperson. The agenda for each Committee meeting shall be established bythe Committee chairperson in consultation with appropriate members of the

committee and with management.

4. Lead Director

The Board shall appoint a Lead Director, who shall have the following duties

and responsibilities, together with such additional duties and responsibilities as the

Board might from time to time specify:

Coordinates the activities of the independent directors.

Collaborates very closely with the Boards chairperson (the Chairman) and the

Companys chief executive officer (the CEO) in determining and prioritizing

appropriate Board agenda items. Solicits input from other Board members

regarding concerns and issues requiring Board consideration and discussion.

Reviews Board information needs and assures sufficient and objective fact-finding is contained in materials presented to Board members. Also advises

Chairman and CEO relative to the timeliness, clarity, and objectivity of

information and data contained in pre-meeting packets.

Coordinates and develops the agenda for, chairs and moderates the executive

sessions of, the Boards independent directors and provides feedback to the

Chairman and CEO.

Counsels and advises the Chairman and CEO regarding Board member andstockholder concerns and ways in which relations and communications can be

improved.

Interviews, along with the chair of the Corporate Governance and Nominating

Committee, all Board candidates.


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Solicits suggestions from Board Committee chairs.

Suggests necessary Board or joint Board/management ad hoc committees to

address major complex issues requiring intensive study prior to full Board review.

With the chairman of the Corporate Governance and Nominating Committee,

assists the Board and management in assuring compliance with and

implementation of these Guidelines.

Facilitates the evaluation of the CEOs performance by the independent directors

and meets with the CEO to discuss the Boards evaluation.

Functions as chairman in the absence of the Chairman in presiding over Board

meetings. May also assume the chairmanship of a Board Committee in the

Committee Chairmans absence or at the request of a Committee chair.

May actively participate with the Chairman and CEO and other executive officers

in certain strategic planning/implementation tasks.

May retain external advisors when necessary (independently or collaboratively

with the Chairman and CEO) to contribute to Board director knowledge,

development/information enhancement, or for additional expert opinions.

May preside with the Chairman and CEO at annual stockholder meetings.

The Lead Director must be an Independent Director and must have been a chief

executive officer and/or chairman of the board of a publicly traded medical device

company for at least two years and be willing and able to commit the appropriate

time necessary to carry out the Lead Directors duties and responsibilities.

5. Selection of Directors

Nominations and Appointments. The Corporate Governance and Nominating

Committee shall be responsible for identifying and recommending to the Board

qualified candidates for Board membership. In considering potential candidates

for Board membership, the Corporate Governance and Nominating Committee

shall consider the entirety of each candidates credentials. Qualifications for

consideration as a director nominee may vary according to the particular areas of


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expertise being sought as a complement to the existing composition of the Board.

However, at a mini mum, candidates for director must possess:

High personal and professional ethics and integrity;

An ability to exercise sound judgment;

An ability to make independent analytical inquiries;

A willingness and ability to devote adequate time and resources to diligently

perform Board duties; and

Appropriate and relevant business experience and acumen.

In addition to the aforementioned minimum qualifications, the Corporate

Governance and Nominating Committee may take into account other factors when

considering whether to nominate a particular person. These factors include:

Whether the person possesses specific industry expertise and familiarity with

general issues affecting the Companys business;

Whether the persons nomination and election would enable the Board to have a

member that qualifies as an audit committee financial expert as such term is

defined by the SEC in Item 407 of Regulation S-K, as may be amended;

Whether the person would qualify as an Independent Director;

The importance of continuity of the existing composition of the Board; and

The importance of a diversified Boar d membership, in terms of both the

individuals involved and their various experiences and areas of expertise.

A director candidate should have expertise, skills, knowledge and experience that,

when taken together with that of other Board members will lead to a Board that is

effective, collegial and responsive to the needs of the Company.

The Corporate Governance and Nominating Committee may seek to identify

director candidates based on input provided by a number of sources, including


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(i) Corporate Governance and Nominating Committee members, (ii) other directors

of the Company, (iii) stockholders of the Company, (iv) the Chief Executive

Officer or Chairman of the Company, and (v) third parties. The Corporate

Governance and Nominating Committee also has the authority to consult with or

retain advisors or search firms to assist in the identification of qualified directorcandidates.

The Corporate Governance and Nominating Committee shall give appropriate

consideration to candidates for Board membership recommended for nomination

by stockholders, and shall evaluate such candidates in the same manner as other

candidates identified to the Committee. Stockholders who wish to nominate

director candidates for election by stockholders at the Companys annual meeting

may do so in the manner disclosed in the Companys annual proxy statement and

in accordance with the provisions of the Companys bylaws. Members ofthe

Corporate Governance and Nominating Committee will discuss and evaluate

possible candidates in detail prior to recommending them to the Board.

The Corporate Governance and Nominating Committee shall also be responsible

for initially assessing whether a candidate would be an Independent Director and

recommending a Lead Director to the Board. The Board, taking into consideration

the recommendations of the Corporate Governance and Nominating Committee,

shall be responsible for selecting the nominees for election to the Boar d by thestockholders and for appointing directors to the Board to fill vacancies and newly

created directorships and for appointing a Lead Director, with primary emphasis on

the criteria set forth above. The Board, taking into consideration the assessment

of the Corporate Governance and Nominating Committee, shall also make a

determination as to whether a nominee or appointee would be an Independent

Director.

6. Continuation as a Director

Term Limits; Retirement. The Board does not believe it should limit the number

of terms for which an individual may serve as a director. Directors who have

served on the Board for an extended period of time are able to provide valuable

insight into the operations and future of the Company based on their experience


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with and understanding of the Companys history, policies and objectives.

Similarly, although the Board does not currently believe that a fixed retirement age

for directors is appropriate, the Board will periodically review this position.

Change in Job Responsibility. When a directors principal occupation or business

association changes from his or her present employment, the director shall informthe chairperson of the Corporate Governance and Nominating Committee. The

Corporate Governance and Nominating Committee shall review the directors

continuation on the Board, and recommend to the Board whether, in light of the

circumstances, the Board should request that the director tender his or her

resignation from the Board or whether the director continues to meet the Boards

membership criteria in light of his or her new professional status.

7. Board Meetings and Materials

The Board is expected to meet at least once per quarter. Further meetings shall

occur when called in accordance with the Companys bylaws.

The agenda for each Board meeting shall be established by the Chairman and

CEO in collaboration with the Lead Director. Any Board member may suggest the

inclusion of additional subjects on the agenda. Information important to the

Boards understanding of the items of the agenda of the meeting should bedistributed in writing to the Board a reasonable time before each Board meeting.

However, in certain circumstances, it may not be possible to circulate materials in

advance of the meeting and this shall not preclude discussion of the matters by the

Board.

The Board encourages management to bring into Board meetings from time to

time (or otherwise make available to Board members, at their request) individuals

who can provide additional insight into the items being discussed because of

personal involvement and substantial knowledge in those areas.


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8. Selection of Chairman of the Board and Chief Executive Officer

The Board shall select the Chairman in any way it considers to be in the best

interests of the Company and its stockholders. Accordingly, the Board does not

have a policy on whether the roles of Chairman and CEO should be separate or

combined and, if separate, whether the Chairman should be selected from the

Independent Directors or should be an employee of the Company.

9. Executive Sessions

In accordance with the requirements of NASDAQ, Independent Directors must

meet in regularly convened executive sessions (Independent Director Sessions)

at least twice per year, and perhaps more frequently, in conjunction with regularly

scheduled Board meetings. The Lead Director shall chair each Independent

Director Session.

These executive sessions shall serve as the forum for the annual evaluation of the

performance of the CEO, the annual review of the CEOs plan for management

succession and the annual evaluation of the performance of the Board, each as

discussed below.

10. Access to Senior Management

The Board shall have open access to Company officers and employees and such

open access shall include the authority to hold meeting with any such person

without senior management present.

11. Board Responsibilities

The business and affairs of the Company are managed by or under the direction

of the Board in accordance with Delaware law. The Boards responsibility is to

provide direction and oversight. The Board establishes the strategic direction of


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the Company and oversees theperformance of the Companys business and

management. The management of the Company is responsible for presenting

strategic plans to the Board for review and approval and for implementing the

Companys strategic direction. In performing their duties, the primary

responsibility of the directors is to exercise their business judgment in the bestinterests of the Company.

Certain specific corporate governance functions of the Board are set forth below:

Management Succession. The Board, acting through the Corporate Governance

and Nominating Committee, shall review and concur in a management succession

plan, developed by the CEO, to ensure continuity in senior management. This

plan, on which the CEO shall report at least annually, shall address:

Interim CEO succession in the event of an unexpected occurrence;

CEO succession in the ordinary course of business; and

Succession for the other members of senior management.

The plan shall include an assessment of senior management experience,

performance, skills and planned career paths Evaluating the CEO and Other

Executive Officers. At least annually, the Board shall evaluate the performance of

the CEO. The Compensation Committee shall evaluate, and review with the

Board, the performance of the CEO and other senior executive officers of the

Company in connection with the determination of the annual compensation to be

paid to such officers.

Appointment of Officers: The Board shall appoint the executive officers of the

Company and designate those officers of the Comp any required to file reports

under Section 16 of the Securities Exchange Act of 1934.

Director Compensation: The Compensation Committee shall annually review theform and amounts of director compensation and make recommendations to the

Board with respect thereto. The Board shall set the form and amounts of director

compensation, taking into account the recommendations of the Compensation

Committee. The Board believes that the amount of director compensation should

fairly reflect the contributions of the directors to the performance of the Company.


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Only non-management directors shall receive compensation for services as a

director Public Communications with the Board. The Board shall provide a means

by which persons, including stockholders and employees, may communicate

directly with non-management directors with regard to matters relating to the

Companys corporate governance and performance. The Boards IndependentDirectors shall approve a process to be maintainedby the Companys management

for collecting and distributing communications with the Board. The means of

communications with the Board shall be disclosed in the Companys annual proxy

statement.

12. Expectations for Directors

The Board has developed a number of specific expectations of directors to

promote the discharge by the directors of their responsibilities and to promote the

efficient conduct of the Boards business. It is understood that the non-

management di rectors are not full-time employees of the Company.

Commitment and Attendance: All directors should make every effort to attend

meetings of the Board and the Committees of which they are members and all

annual and special meetings of stockholders. Attendance by telephone or video

conference may be used to facilitate a directors attendance.

Other Directorships and Significant Activities: The Company values the

experience directors bring from other corporate boards on which they serve and

other activities in which they participate, but recognizes that those boards and

activities may also present demands on a directors time and availability and may

present conflicts or legal issues, including independence issues. Directors should

advise the chairperson of the Corporate Governance and Nominating Committee

and the CEO before accepting membership on other corporate boards of directors

or any significant committee assignment on any other board of directors, orestablishing other significant relationships with businesses, institutions,

governmental units or regulatory entities, particularly those that may result in

significant time commitments or a change in the directors relationship to the

Company. Directors should also consult the Companys Related Person


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Transactions Policy and the Companys Code of Business Conduct and Ethics in

this regard.

Speaking on Behalf of the Company: It is important that the Company speak to

employees and outside constituencies with a single voice, and that managementserve as the primary spokesperson. In this light and to prevent any unintentional

and intentional disclosure of material non-public information, the Company has

adopted a Public Disclosure Policy. If a situation does arise in which it seems

necessary for a non-management director to speak on behalf of the Company to

one of these constituencies, the director should consult with the CEO.

Confidentiality: The proceedings and deliberations of the Board and its

committees shall be confidential. Each director shall maintain the confidentiality

of information received in connection with his or her service as a director.

13. Evaluating Board and Committee Performance

The Board, acting through the Corporate Governance and Nominating

Committee, shall conduct an annual self-evaluation. Each Committee shall

conduct an annual self-evaluation as provided for in its respective charter.

14. Orientation and Continuing Education

Management, working with the Corporate Governance and Nominating

Committee, shall provide an orientation process for new directors, including

background material on the Company, meetings with management and visits to

Company facilities, as determined necessary. In addition, management, working

with the Corporate Governance and Nominating Committee, shall develop and

maintain, through third-party service providers otherwise, an ongoing continuingeducation program for incumbent directors that satisfies all applicable

requirements, including NASDAQ rules.


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15. Reliance on Management and Outside Advice

In performing its functions, the Board shall be entitled to rely on the advice,

reports and opinions of management, counsel, accountants, auditors and other

expert advisors. Except as otherwise provided in the charter of a Committee, theBoard shall have the authority to select, retain, terminate and approve the fees and

other retention terms of its outside advisors.

CODE OF BUSINESS CONDUCT AND ETHICS

This Code of Business Conduct and Ethics (the Code) sets forth standards of

conduct for all representatives of MAKO Surgical Corp., including di rectors,

officers, employees and agents of MAKO Surgical Corp. and its subsidiaries (eacha Company Representative and collectively, the Company Representatives).

Throughout this Code, the terms MAKO, Company, we, our , and us

are used to refer to the enterprise as a whole, to each person within it, and to any

person who represents MAKO Surgical Corp. or any part of the MAKO Surgical

Corp. organization. The Company also expects its independent dealers,

distributors and agents to comply with the policies set forth in this Code. The

Company manager responsible for such relationship should make every effort to

ensure that the terms of the relationship are set out in a written agreement, providea copy of the Code and require compliance with the Code in all dealings on the

Companys behalf. Promoting or engaging in any practice that violates the

principles of this Code may result in termination of the relationship.

This Code covers a wide range of business practices and procedures and serves as

a guide to ethical decision-ma king. MAKO Surgical Corp. is committed to

uncompromising integrity in all that we do and how we relate to each other and to

persons outside of the Company. This Code does not cover every issue that may

arise, but sets out basic policies to guide all Company Representatives in theirbusiness conduct and ethical decision-making. In particular, this Code covers

policies designed to deter wrongdoing and to promote

(1) Honest and ethical conduct,

(2) Avoidance of conflicts of interests,


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(3) Full, fair, accurate, timely, and understandable disclosure,

(4) Compliance with applicable governmental laws, rules and regulations,

(5) Prompt internal reporting of violations of the Code to appropriate persons, and

(6) Accountability for adherence to the Code. All Company Representatives must

conduct themselves in accordance with these policies and seek to avoid even the

appearance of improper behavior. The Companys officers and employees should

also direct themselves to our U.S. Business Conduct Standards policy and other

Company and employee manuals for further guidance and discussion of many of

the topics addressed herein.

If an applicable law has stricter requirements than a policy in this Code, you must

comply with the law. If a local custom or policy conflicts with this Code, youshould comply with the Code to the fullest extent possible and refer any questions

regarding conflicting provisions to your supervisor or the Companys General

Counsel (the Compliance Officer) such as:

Compliance with Laws, Rules and Regulations Honest and Ethical Conduct Conflicts of Interest Insider Trading Corporate Opportunities Competition, Fair Dealing and Customer Relationships Discrimination and Harassment Health and Safety Record-Keeping and Disclosures Confidentiality

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