Corporate governance / Compliance

'Comply or explain'

The Dutch corporate governance code (the 'Code') has been instituted by government decree as the code of conduct referred to in article 391, book 2 of the Civil Code. Listed companies have the obligation to clarify in their annual report to what extent they comply with the regulations and best practice provisions of the Code, insofar as they are directed at the Management Board and the Supervisory Board. If a corporation does not, or does not intend to, comply with any of the principles and best-practice provisions, it must explain its motivation in the annual report.

Substantial amendments to the existing corporate governance structure and compliance with the Code will be submitted for discussion to the Annual General Meeting of Shareholders.

Dutch Corporate Governance Code

Crucell fully subscribes to the principles of the Code and complies with the most relevant best practice provisions. Any deviation from or partial compliance with the Code and any alternative to full compliance is fully argued by the Company.

Compliance

Because of its listing at NASDAQ, Crucell is also obliged to comply with the relevant articles of the American Sarbanes-Oxley Act of 2002 and related regulations. The parallel listing at SIX Swiss Exchange means that Crucell also has to comply with the relevant Swiss rules and regulations.

For full details of Crucell’s compliance with the Corporate Governance Code, please download the following:

• Corporate Governance (excerpt Annual Report 2009)
• The Dutch Corporate Governance Code  
• Articles of Association 
• By-Laws Management Board (PDF)
• By-Laws Supervisory Board (PDF)
• Code of Conduct (2009)
• Employee Option Plan (2008)

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