Status The Compensation Committee is a committee of the Board of Directors of Genentech, Inc. (the “Company”) with overall responsibility for compensation of the company’s Chief Executive Officer and other executive officers as defined below, and defined as principal officers in the Company’s bylaws.

Membership The Compensation Committee shall consist of those non-management members of the Board of Directors appointed by the Board.

Purpose The purposes of the Compensation Committee are to: (i) review and approve the Company’s annual bonus pool, annual stock option grants and executive officer compensation, comprising that of the CEO, the Company’s Executive Committee (EC) and other executive officers (defined in the same manner as “officer” in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) (collectively referred to as “Executive Officers”); (ii) administer the Company’s equity incentive plans, the Company’s bonus program and certain other corporate benefits programs; (iii) elect Executive Officers; and (iv) annually produce the Compensation Committee Report on Executive Compensation that complies with the rules and regulations of the Securities and Exchange Commission for inclusion in the Company's proxy statement.

Duties and Responsibilities The Compensation Committee is directly responsible for establishing annual and long-term performance goals and objectives for our CEO and other Executive Officers and for reviewing the Company’s compensation strategy and compensation-related plans and programs. These responsibilities include:

1. To review and approve on an annual basis the performance goals and objectives for the CEO, and to annually review the CEO’s performance against goals and objectives for the purpose of evaluating compensation. Based on these performance evaluations and a review of competitive compensation levels, the Committee will set the CEO’s base salary, bonus, and equity compensation levels;
   
2. To review and approve competitive compensation levels, and specific recommendations for base salary, annual bonus, and equity compensation for the other Executive Officers;
   
3. Provide oversight on the Company’s compensation strategy to ensure competitiveness of total compensation programs, and a strong correlation with company performance;
   
4. To select a peer group of companies against which to benchmark the Company’s compensation policies and practices for the CEO and other Executive Officers;
   
5. To regularly review and evaluate the compensation programs for Board and Committee members, and as appropriate, recommend changes to the Board;
   
6. To review the Company’s incentive compensation, equity award and benefit plans, and recommend to the Board changes to such plans or development of new plans;
   
7. To grant stock options and stock awards under the Company’s equity compensation plans;
   
8. To review and approve any employment, severance, or termination arrangements to be made, renewed or amended with the CEO or any other Executive Officer;
   
9. To review the Company’s annual corporate goals as they relate to the Company bonus pool, and to approve bonus funding and employment bonus payouts, as appropriate;
   
10. To appoint members to the Company’s Tax Reduction Investment Plan (TRIP) Committee and to oversee the administration of the TRIP to the extent not delegated to the TRIP Committee or the Company pursuant to the terms of that plan;
    
11. To oversee the administration of the Company’s Supplemental Employee Retirement Plan (SERP) to extent not delegated to the TRIP Committee pursuant to the terms of that plan;
    
12. To authorize employee loans and employee loan programs, including funding such programs, as appropriate;
    
13. To form, and delegate authority to, subcommittees when appropriate;
    
14. To maintain written minutes of its meetings that will be kept and safeguarded similarly to the minutes of the meetings of the Board of Directors;
    
15. To make regular reports on Committee activities to the Board of Directors; and
    
16. To periodically review and reaccess the adequacy of this Charter and recommend any proposed changes to the Board of Directors for approval.

The Compensation Committee will have the authority, to the extent it deems necessary or appropriate, to retain a compensation consultant to assist the Compensation Committee in the evaluation of the compensation of the Company's CEO or other Executive Officers. The Compensation Committee shall have the sole authority to retain or terminate any arrangements, and to approve the fees and other retention terms with respect to such a compensation consultant. The Compensation Committee also has the authority as necessary and appropriate, to consult with other outside advisors to assist in its duties to the Company.

Meetings The Compensation Committee shall meet as often as its members deem necessary to perform the Committee’s responsibilities.

Publication of Charter The current and approved version of this Charter may be posted on the Company’s corporate governance website.