Roivant Sciences Ltd. DEF 14AProxy Statements

Corporate Governance

developing and recommending our corporate governance guidelines and policies; 6 End Page 11 Begin Page 12 Anchor TABLE OF CONTENTS • reviewing proposed waivers of the code of conduct for directors, executive officers and other senior financial officers; • overseeing the process of evaluating the performance of our Board of Directors; • overseeing the Company’s strategy, initiatives and policies concerning corporate social responsibility, including environmental, social and governance matters; and • assisting our Board of Directors on corporate governance matters. During Fiscal 2025, our Nominating and Governance Committee held three meetings. Board Leadership Structure Currently, the role of Chair of the Board of Directors is separated from the role of Chief Executive Officer. Our Chief Executive Officer is responsible for recommending strategic decisions, capital allocation and other matters to the Board of Directors and for ensuring the execution of the recommended plans. The Chair is responsible for leading the Board of Directors in its fundamental role of providing advice to and oversight of management. Our Board of Directors believes that having separate positions is appropriate for us at this time. Code of Business Conduct and Ethics for Employees, Executive Officers and Directors Our Board of Directors has adopted a Code of Business Conduct and Ethics (the “Code of Conduct”) that is currently applicable to all of our employees, executive officers and directors. The Code of Conduct is available on our website at https://investor.roivant.com/corporate-governance . The Nominating and Governance Committee of our Board of Directors is responsible for overseeing the Code of Conduct and must approve any waivers of the Code of Conduct for executive officers and directors. If we make any substantive amendments to, or grant any waivers from, the Code of Conduct for our Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer or persons performing similar functions, or any officer or member of our Board of Directors, we will disclose the nature of such amendment or waiver on our website or in a Current Report on Form 8-K. Director Nominations From time to time, the Board of Directors reviews potential candidates for our Board of Directors. In conducting this assessment, the Board of Directors takes into account a variety of factors,