Corporate Governance

The Board of Directors (the "Board") of Intercept Pharmaceuticals, Inc. (the "Company") has adopted the policies and procedures outlined in the materials set forth below to assist the Board in discharging its fiduciary duties to the Company’s stockholders, providing effective oversight of the management of the Company and monitoring the Company’s adherence to principles of sound corporate governance. These policies and procedures reflect the Board’s commitment to setting the highest standards of business conduct and ethics for the Company’s employees, officers and directors and to building long-term stockholder value with an emphasis on corporate governance. These policies and procedures are subject to modification from time to time as required by applicable law, rule or regulation or as the Board otherwise deems appropriate in its sole discretion.