ResMed : Corporate Governance Guidelines

ResMed Inc.

Corporate Governance Guidelines

ADOPTED MAY 17, 2024

Corporate Governance Guidelines

Adopted May 17, 2024

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TABLE OF CONTENTS
The Board	4
Size of the board	4
Independence of the board	4
Separate sessions of non-management directors	4
Board Leadership	5
Board Membership	5
Selection of new directors	5
Director qualification standards	6
Stockholder recommendation of director candidates	7
No specific limitation on other board service	7
Directors who resign or materially change their current positions with their
own company or become aware of circumstances that may
adversely reflect on the director or ResMed	8
Majority voting policy	6
Term limits and retirement	8
Board Practices	8
Director responsibilities	8
Compensation	9
Equity ownership	9
Conflicts of interest	10
Board orientation and continuing education of board members	10
Board member attendance at annual meetings	10
Confidentiality and interaction with institutional investors, the press and
customers	10
Board access to senior management	11
Board access to independent advisors	11
Annual self-evaluation	11

Corporate Governance Guidelines

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Board Meetings	12
Frequency of meetings	12
Director attendance	12
Attendance of non-directors	12
Agendas	12
Advance receipt of meeting materials	12
Committee Matters	13
Number, name, responsibilities and independence of committees	13
Assignment and rotation of committee members	14
Frequency of committee meetings	14
Committee agendas	14
Committee self-evaluations	15
Leadership Development	15
Annual review of chief executive officer	15
Succession planning	15

Corporate Governance Guidelines

Adopted May 17, 2024

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ResMed Inc.

Corporate Governance Guidelines

Our board of directors has adopted the following guidelines for our governance. They should be considered together with our certificate of incorporation, bylaws, charters, and other corporate governance documents. These guidelines provide a flexible framework for how we govern ResMed, but they are not a set of legally binding obligations. The board will review and modify them as it decides appropriate, considering the best interests of us and our stockholders or as required by applicable laws and regulations.

THE BOARD

Size of the board

The board sets the number of directors from time to time by the board, between a minimum of one and a maximum of thirteen. The board currently has ten members. The nominating and governance committee periodically reviews the size of the board and recommends to the board the size most effective for future operations, with a view to permitting diversity of experience without hindering effective discussion or diminishing individual accountability.

Independence of the board

A majority of the directors are independent from us, as determined by the board in its business judgment, based on the listing standards of the New York Stock Exchange and other relevant regulations.

The nominating and governance committee reviews annually the relationships that each director has with us (directly or as a partner, stockholder or officer of an organization that has a relationship with us). After the review, the board designates as independent directors only those whom the board affirmatively determines have no material relationship with us and who meet any additional qualifications under NYSE listing and other relevant standards. We publish the basis for any determination that a relationship is not material in our annual proxy statement or, if we do not file an annual proxy statement, in our annual report on form 10-K filed with the Securities and Exchange Commission.

Separate sessions of independent directors

The independent directors meet in executive session without management at least once a year, but typically at each regularly-scheduled board meeting. The lead director chairs these meetings, and we publish the lead director's name along with a way for stockholders

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to communicate with the independent directors. The independent directors consider any matters they find appropriate at the meetings.

BOARD LEADERSHIP

The full board selects the chair of the board. The board chair manages the board's affairs, including ensuring the board is organized properly, functions effectively and fulfills its responsibilities, and leads all stockholder and board meetings.

The board appoints the chief executive officer, who is responsible to the board for the day-to-day management of our business and affairs.

We currently have the same individual in the roles of board chair and chief executive officer, which we believe is appropriate for us at this time, but we have not adopted a policy requiring us to continue to do so. The board believes that decision should be made from time to time, in its business judgment, considering the needs of the business and the best interests of our stockholders.

Because our current board chair is not independent, we have an independent lead director. The lead director role is automatically filled by the director serving as chair of our nominating and governance committee. The lead director leads meetings in the board chair's absence, calls and leads executive sessions of the independent directors, acts as a liaison between the independent directors and the board chair, guides board meeting agendas and the adequacy of information presented, communicates with stockholders as appropriate, and performs any other duties that may be delegated by the board, independent directors, chairman or the nominating and governance committee.

The board periodically reviews our board leadership structure to evaluate if it remains appropriate for us.

BOARD MEMBERSHIP

Selection of new directors

All directors whose term expires at the annual meeting will be elected for terms expiring at the next succeeding annual meeting of stockholders. Each director will serve until their successor is duly elected and qualified or until their death, resignation, or removal. Each year, at the annual meeting, the board will recommend a slate of directors for election by the stockholders.

Majority voting policy

The board has adopted a policy to implement majority voting principles. In uncontested elections, an incumbent director nominee who does not receive a majority of the votes cast for re-election must tender their resignation to the board. The nominating and

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governance committee, or another duly authorized committee of the board, will determine whether to accept or reject the tendered resignation, generally within 90 days after certification of the election results. We will publicly disclose the committee's determination regarding the tendered resignation and the rationale behind the decision in a current report on form 8-K filed with the US Securities and Exchange Commission.

The board fills vacancies or newly-created directorships that may occur between annual meetings of stockholders. The nominating and governance committee is responsible for identifying, screening and recommending candidates to the entire board.

Director qualification standards

The nominating and governance committee is responsible for reviewing with the board, on at least an annual basis, the appropriate characteristics, skills and experience required for the board as a whole and its individual members.

To assist in promoting a diversity of backgrounds and experience on the board, the nominating and governance committee takes reasonable steps to identify and consider board candidates who are drawn from a wide talent pool, representing diversity of thought, culture, gender, ethnicity, race, background, and other qualities. These steps include a policy that, when conducting a formal search for new director candidates from which new management-supported director nominees are chosen, any initial list of director candidates will include qualified gender and racially or ethnically diverse candidates. The nominating and governance committee will instruct any third-party firm engaged to assist in the search of this policy.

The suitability of individual candidates depends on many factors. Those factors include:

• fundamental qualities of intelligence, honesty, good judgment, high ethics and standards of integrity, fairness and responsibility;
• practical wisdom and mature business judgment;
• ability to make independent analytical inquiries, general understanding of marketing, finance and other elements relevant to the success of a publicly- traded company in today's business environment;
• experience in corporate management, or as a board member of a publicly-held company;
• academic experience and technical understanding in an area of our operations;
• professional experience in our industry; and
• a commitment to representing the long-term interests of our stockholders.

In addition, the nominating and governance committee maintains and regularly updates a matrix of skill sets representing factors that the board deems important to oversee management and our strategic goals. The matrix guides the committee's evaluation of the skills any director candidate would bring to our board.

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The board evaluates each individual in the context of the board as a whole, with the objective of assembling a group that can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas.

Director nominees will also comply with the requirements and procedures set forth in the bylaws.

In determining whether to recommend a director for re-election, the nominating and governance committee also considers the director's past attendance at meetings and participation in and contributions to the board's activities.

Stockholder recommendation of director candidates

Recommendations we receive from stockholders are subject to the same criteria as are candidates nominated by the nominating and governance committee. The committee will consider stockholder suggestions for nominees for directorship and has a policy to consider any candidate recommended by stockholders who have held a minimum of 1% of our outstanding voting securities for at least one year. A recommending stockholder must submit a detailed resume of the candidate and an explanation of the reasons why the stockholder believes the candidate is qualified for service on our board. The stockholder must also provide any other information about the candidate that would be required by US Securities & Exchange Commission rules to be included in a proxy statement. In addition, the stockholder must include the consent of the candidate (including the consent to a background check) and describe any relationships, arrangements or undertakings between the stockholder and the candidate regarding the nomination or otherwise. The stockholder must submit proof of ownership of our stock.

All communications should be submitted in writing to the chair of the nominating and governance committee, care of Corporate Secretary, ResMed Inc., 9001 Spectrum Center Boulevard, San Diego, California 92123 USA. Recommendations received after 120 days before the anniversary of the mailing of the previous year's proxy will likely not be considered timely for consideration at that year's annual meeting.

No specific limitation on other board service

The board does not believe that directors should be prohibited from serving on boards of other organizations and has not adopted guidelines limiting those activities, except with respect to members serving on the audit committee, as described below. However, the nominating and governance committee and the board consider the nature of, and time involved in a director's service on other boards and committees in evaluating the suitability of individual director candidates and current directors and making its recommendations to our stockholders.

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Due to the demanding nature of service on the audit committee, the members of the audit committee may not serve on the audit committees of the boards of more than two other publicly-traded companies while they serve on our audit committee.

Service on other boards and committees should be consistent with our conflict of interest policies below.

Directors with significant change in circumstances that may impact the director or ResMed

A director, including any director who is one of our officers or employees, must notify the chair of the nominating and governance committee when the director experiences a significant change in circumstances, including the director's:

• employment status;
• professional position;
• other board memberships;
• substantial commitments to a business, not-for-profit entity, or governmental organization;
• a change in the director's personal circumstances, such as an adverse change in the status of the director's health; or
• any other matter which could impact the director's ability to continue to effectively serve on the ResMed board, or which could adversely affect ResMed's reputation.

The nominating and governance committee considers the impact of the circumstances, and recommends to the board the action, if any, to be taken. In appropriate circumstances, the board may request that the director resign from the board.

Term limits and retirement

The board does not believe that arbitrary term or age limits on directors' service are appropriate. Each director is periodically subject to election by stockholders, and limits may cause ResMed to lose the contribution of directors who have been able to develop, over time, increasing insight into our business and therefore can provide an increasingly significant contribution to the board.

BOARD PRACTICES

Director responsibilities

The board's primary responsibility is to maximize long-term value for our stockholders. The board selects our senior managers, monitors management and our performance, and provides advice and counsel to senior management.

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Specific responsibilities include:

1. overseeing the conduct of our business, to evaluate whether the business is being properly managed;
2. reviewing and, where appropriate, approving our major financial objectives, plans and actions;
3. reviewing and, where appropriate, approving major changes in, and determinations of other major issues about, the appropriate auditing and accounting principles and practices to be used in preparing our financial statements;
4. reviewing and, where appropriate, approving major changes in, and determinations under these guidelines, our code of business conduct and ethics and other policies;
5. reviewing and, where appropriate, approving actions for us to take that would result in a material change in our financial structure or control, the acquisition or disposition of any businesses or assets material to us, or our entry into any major new line of business;
6. overseeing our risk management;
7. reviewing performance of the chief executive officer and the executive officers, and approving their compensation;
8. planning succession for the chief executive officer position and monitoring management's succession planning for other key executives; and
9. ensuring that our business is conducted with the highest standards of ethical conduct and in conformity with applicable laws and regulations.

Compensation

The compensation committee periodically reviews how our non-management director compensation relates to other public companies of comparable size and business activities, as well as our competitors. They consider both direct and indirect forms of compensation to our non-management directors. The compensation committee recommends any changes in non-management director compensation to the entire board. The board approves any changes.

Our executive officers do not receive additional compensation for their service as directors. Members of the audit committee may not directly or indirectly receive any compensation from us other than their directors' compensation (including compensation for committee service and equity incentive awards).

Equity ownership

We believe that directors should be stockholders and have a financial stake in us. We encourage directors to own shares of our stock, we compensate our directors in part with

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equity awards under our equity participation plan, and we have adopted equity ownership guidelines for our directors.

Our guidelines require each non-management director to hold equity in us with a value of at least five times the annual cash retainer. Unvested restricted stock units count towards the target, but stock options (whether in-the-money or not) do not. Existing directors must meet this guideline within five years after they join the board. So long as the guideline is not met, the director must retain shares equal to 50% of the after-tax value of shares acquired on any restricted stock vesting or stock option exercise until the director's guidelines are met.

Conflicts of interest

We expect directors to avoid any action, position, or interest that conflicts with our interests or gives the appearance of a conflict. If an actual or potential conflict of interest develops, the director must promptly report the matter to the board. Any significant conflict must be resolved, or the director should resign. If a director has a personal interest in a matter before the board, the director must disclose the interest to the board, not participate in discussion of the matter, and not vote on the matter.

Board orientation and continuing education of board members

We provide new directors with an orientation regarding the board, management, and the company's operations. We make continuing education programs a part of regularly- scheduled board meetings. We encourage directors to attend external director education programs and reimburse directors for the reasonable expenses of these programs.

Board member attendance at annual meetings

We encourage and expect board members to attend our annual stockholders meeting.

Confidentiality

The proceedings and deliberations of the board and its committees and advisers are confidential. In accordance with their duties of care and loyalty, each board member must maintain the confidentiality of all nonpublic information received in connection with their service, unless we grant express permission to disclose information, or if disclosure is legally required. In addition, directors may not use confidential information for their own personal benefit or to benefit persons outside of ResMed.

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