Report of the Supervisory Board
Dear shareholder,
The Supervisory Board is pleased to submit to you the combined Annual Report and Form 20–F, including the financial statements of Crucell N.V. for the year ended December 31, 2007, as prepared by the Management Board. Attached to the financial statements is the auditor’s report by Deloitte Accountants B.V., free from any qualification. We adopted the financial statements for the year 2007 and advise the General Meeting of Shareholders to approve these statements and to grant discharge to the Management Board, with respect to its management; and to the Supervisory Board, with respect to its supervision.
The Supervisory Board held seven meetings with the Management Board in 2007, three in the form of conference calls. The meetings were arranged in such a way that on several occasions, the Supervisory Board could meet immediately after the departure of the Management Board. There have also been a number of more informal contacts between Supervisory Directors and the Management Board.
The Supervisory Board was closely involved in all developments affecting the Company in terms of strategy, tactics and operations in financial year 2007. The Board’s meeting schedule not only reflects its commitment to the Company’s affairs, but also to the dynamic way in which the Company is rapidly consolidating its position in the biotech industry. Thanks to the well-documented information provided by and to the frequent discussions with the Management Board, the Supervisory Board was able to acquire a comprehensive perspective on all aspects of the Company’s strategy. Where Supervisory Board approval of proposals was required, it was able to arrive at decisions based on solid facts and coherent arguments.
All Supervisory Board meetings and conference calls were well attended. Regular items on the agenda included the Company’s financial performance, based on quarterly reports, its budget and its business, including the research and development portfolio, intellectual property matters and operational updates. Importantly the Board also discussed the Company’s strategy and its near-; mid- and long-term risks, the current and future strategic objectives, planned acquisitions, our DSM collaboration and the reports from the Audit Committee and the Remuneration Committee. Other significant issues addressed were compliance with Section 404 of the American Sarbanes-Oxley Act of 2002 and related regulations (SOX 404), the ongoing corporate rationalization processes and the progress made in integrating acquired businesses.
The Supervisory Board also discussed its own performance, reviewing its function and its individual members; and the performance of the Management Board and its individual members.
Supervisory Board Committees
In order to make decisions, the Supervisory Board has established an Audit Committee, a Remuneration Committee, a Nomination Committee and a Scientific Committee. For detailed information on the composition and activities of these committees please see ‘Corporate Governance – Supervisory Board’.
In 2007 the Audit Committee met 12 times, five of which were held by conference calls. The Company’s external auditor, Deloitte, routinely attended these meetings, in particular where the annual accounts, the auditor’s report and the quarterly results were discussed.
The Nomination Committee consists of the full Supervisory Board and, as such, has met four times during the 2007 fiscal year to discuss the Supervisory Board’s composition and functioning. The Scientific Advisory Committee held two meetings with R&D management to discuss issues around protein production and various infectious diseases. They also covered R&D budgets and organizational matters.
The chairman of the Supervisory Board and the chairman of the Audit Committee met with the Dutch Workers Council once. During that meeting, the Company reorganization and strategy were discussed.
The Remuneration Committee met four times to set collective milestones and objectives for 2007; to approve and ratify option grants and to discuss the remuneration policy for second and third tiers of management. The Remuneration Committee and the Supervisory Board operate within the framework of the remuneration policy for the Management Board, which was adopted by the Annual General Meeting of Shareholders in June 2006 and remains unchanged. The remuneration of the Management Board members is determined by the Supervisory Board, based on a proposal by the Remuneration Committee. It conforms to market practice and is aimed at attracting qualified and expert management with the skills required to run a publicly listed company active in the biotechnology industry.
The remuneration of members of the Supervisory Board complies with almost all aspects of the provisions of the Dutch Corporate Governance Code. The exceptions are where it conforms more closely with customary practice in the biotechnology industry worldwide. These exemptions are disclosed in the section ‘Corporate Governance – Exceptions to Compliance with the Code’.
The compensation of all Supervisory Board members consists of a fixed fee in cash and an annual share grant. Instead of the share grant, a Supervisory Board member may instead choose to receive a cash amount equalling the value of the share grant minus a discount.
The remuneration of the Supervisory Board is further detailed in note 5.23 in our financial statements. The remuneration policy can be found on Crucell’s website (www.crucell.com), which is not incorporated by reference herein.
Due to the resignations of Claude Thomann and Juerg Witmer in 2007, two vacancies have arisen in the Supervisory Board. The Nomination Committee initiated a global search to fill these vacancies. As a result, and after careful consideration, the Supervisory Board is pleased to nominate Steve Davis to the Supervisory Board and proposes to have him appointed during the Company’s Annual General Meeting of Shareholders on May 30, 2008.
External auditors
Deloitte Accountants B.V. have been Crucell’s external auditors since 2006. The performance of Deloitte will be evaluated by the Audit Committee, which will present its findings to the full Board.
The members of the Supervisory Board would like to thank the Management Board, the Management Committee, senior management and all employees for their devotion, their motivation and their loyalty in a year in which we continued to show significant growth and took further strides toward realizing Crucell’s ambitious aspirations.
Finally we would like to thank our shareholders for their continued support.
Jan P. Oosterveld
Chairman of the Supervisory Board
Leiden, the Netherlands, May 1, 2008