Corporate Governance

The Board of Directors of Schrödinger (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 charters and guidelines. These charters and guidelines are subject to modification from time to time as the Board of Directors deems appropriate in the best interests of the Company or as required by applicable laws and regulations.

2022 Code of Business Conduct and Ethics Disclosure

The Company periodically reviews and updates its Code of Business Conduct and Ethics, which is applicable to all of the Company’s employees, officers, and directors, including its principal executive officer, principal financial officer and principal accounting officer.
 
On November 18, 2022, the Board of Directors of the Company approved an amended and restated Code of Business Conduct and Ethics of the Company (as amended and restated, the “Code”), to reflect the addition of supplemental and alternative communication channels for raising and reporting concerns to comply with certain changes in global privacy and data protection regulations. The amended Code also includes updates to improve its readability.

Ethics & Compliance Hotline

The Ethics & Compliance Hotline is operated by an independent, third-party provider. You may access the Hotline any time of the day by internet or by telephone.

The Ethics & Compliance Hotline (the “Hotline”) is an anonymous reporting mechanism that allows anyone to report a suspected violation of Schrödinger’s Code of Business Conduct and Ethics (the "Code"). If you are uncomfortable reporting a concern through the other communication channels described in the Code, or wish to report a suspected violation anonymously, you may use the Hotline.
 

• To access the Ethics and Compliance Hotline (operated by Lighthouse) via the internet, visit here or www.lighthouse-services.com/schrodinger.

 
To access the Ethics and Compliance Hotline via the telephone, call +1 844-440-0049 to speak with a representative.
 
While we prefer that you identify yourself so that we may follow up with you, as necessary, for additional information, you may choose to make reports anonymously via the internet or by telephone.
 
The Hotline is operated by Lighthouse (an independent provider), and assists the Company with identifying improper activity. Lighthouse is committed to protecting the identity of all persons who use its secure reporting system. Reports are submitted by Lighthouse to the Company, and may or may not be investigated at the sole discretion of the Company. Although Lighthouse will not disclose your identity without your express permission, it is possible that your identity may be discovered during an investigation of the matter reported because of information you have provided.

Ombuds Office for Schrödinger Europe

As a global company with operations in Europe, we also offer reporting through an Ombuds Office (or an Ombudslawyer) for Schrödinger GmbH and Schrödinger Technologies Inc. (UK) (collectively, “Schrödinger Europe”) to comply with local laws and data privacy rules and regulations. The Ombudslawyer is a neutral and independent third-party reporting channel available to employees and the public.

The Ombudslawyer may receive reports concerning:

• the business activities of Schrödinger Europe;
• the business activities of a direct or indirect supplier of Schrödinger Europe;
• violations of laws and regulations (including but not limited to anti-corruption, as defined in the German Whistleblower Protection Act); and
• human rights or environmental risks or violations within the meaning of the German Supply Chain Due Diligence Act (Lieferkettensorgfaltspflichtengesetz - LkSG).

To ensure compliance with European Union (EU) data privacy laws, persons wishing to make a report in situations where EU data privacy laws prohibit sharing information outside of the EU (such as reports that include private personal data or suspected criminal activity), should use the Ombuds Office. Reporting via the Ombuds Office is not intended for complaints related to routine or business operational issues. Information reported to the Ombudslawyer relating to matters outside the situations described in the bullet points above will be forwarded to the relevant Schrödinger contact persons subject to the reporter’s consent. For additional information on when and how to use the Ombuds Office reporting system, please see the FAQs here.

To make a report to the Ombudslawyer via the internet, visit here or www.compliance-aid.com/schrodinger. Reports may be submitted at any time, anonymously.

Reports may also be submitted in English or German by telephone, email, or in person to:

Dr. Kathrin J. Niewiarra, Attorney-at-Law
Philippistrasse 11
D-14059 Berlin
Phone: +49 30 / 4036750-60
schrodinger@compliance-aid.com