2003 Committee Charter : HGSI


The Executive Committee (the "Committee") of the Board of Directors (the "Board") of Human Genome Sciences, Inc. (the "Company") shall have the responsibility, authority and duties described in this Charter.


This Charter governs the activities of the Committee. The Committee shall be comprised of the Chairman of the Board and at least four other members of the Board. The members of the Committee shall be appointed annually by a majority vote of the entire Board. The Committee functions in the intervals between meetings of the Board to approve matters which require formal action by or on behalf of the Board. The Chairman of the Board shall serve as Chair of the Committee.


The Committee shall hold meetings as deemed necessary or desirable by the Chair of the Committee. The Committee may, at its discretion, meet in executive session with or without the presence of management.

Duties and Powers

The Committee has full power, authority and responsibility, should an action be called for that requires formal action by or on behalf of the Board of Directors, to exercise any and all of the powers of the Board of Directors (with the exception of those powers specifically delegated by the Board of Directors to any other committee), except the power to issue stock, to declare dividends, to amend the Corporation's by-laws, or to recommend to the stockholders any action which requires stockholder approval, which powers are specifically reserved to the Board of Directors.

The Committee reports all actions to the Board of Directors as soon thereafter as practicable and appropriate.

Resources and Authority

The Committee shall have the resources and authority appropriate to discharge its responsibilities, including the authority to retain and terminate special counsel and other experts or consultants.

Operating Procedures

Formal actions to be taken by the Committee shall be by unanimous written consent or by a majority of the persons present (in person or by conference telephone) at a meeting at which a quorum is present. A quorum shall consist of at least 50% of the members of the Committee.

Updated: April 9, 2003