CYTOKINETICS INC

Our Board of Directors believes all directors should have the ability to dedicate sufficient time and attention to devote to board duties and to otherwise fulfill the responsibilities required of directors. In assessing whether directors and nominees for director have sufficient time and attention to devote to board duties, the Governance Committee considers, among other things, whether directors may be “overboarded,” which refers to the situation where a director serves on an excessive number of public company boards. Our Board of Directors has adopted as part of our Corporate Governance Guidelines a policy that members of our Board of Directors may not serve on more than five boards of directors of public companies (including our Board of Directors), and that directors who are the chief executive officer of another public company may not serve on more than three boards of directors of public companies (including our Board of Directors). Our Corporate Governance Guidelines also require that directors inform the Chair of the Governance Committee and our CEO prior to accepting an invitation to serve on any additional corporate boards.

Our Board of Directors believes each of our directors, including all of our current director nominees, is in compliance with our guidelines and otherwise has demonstrated the ability to devote sufficient time and attention to board duties and to otherwise fulfill the responsibilities required of directors.