The Management Board is responsible for the general affairs and business of the Company and, as such, is responsible for achieving Crucell’s goals, strategy and policy, and results.

The Management Board consists of:

• Ronald H.P. Brus    (1963) President and Chief Executive Officer
• Leonard Kruimer    (1958) Chief Financial Officer
• Cees de Jong         (1961) Chief Operating Officer
• Jaap Goudsmit       (1951) Chief Scientific Officer

The Dutch Code on Corporate Governance ('the Code') is based on the principle that a company is a long-term form of collaboration between the various parties involved. These include employees, suppliers, customers, shareholders and other providers of capital, but also government and general society. The Management Board subscribes to this principle and shall take into account the interests of Crucell’s different stakeholders. It is responsible for this and reports accordingly to the Supervisory Board and to the General Meeting of Shareholders.

The members of the Management Board have collective powers and responsibilities. The division of duties within the Management Board and the rules governing its internal organization are laid down in by-laws, and any changes to them must be approved by the Supervisory Board.

• By-Laws Management Board (PDF)

The members of the Management Board are appointed by the General Meeting of Shareholders based on a nomination from the Supervisory Board. The nomination is binding if it contains at least two candidates. According to the current Articles of Association, the General Meeting of Shareholders can override this binding nomination by a resolution taken by an absolute majority of the votes cast representing one third of Crucell’s issued capital. If the Supervisory Board makes a non-binding nomination, then an appointment in deviation with the nomination is only possible by a resolution of the General Meeting of Shareholders taken by an absolute majority of the votes cast, representing at least one third of Crucell’s issued capital.

The term of appointment of the Management Board members, as laid down in the articles of association, is four years, renewable for consecutive terms of four years. This appointment period does not correspond to the contractual situation of the members of the Management Board currently in office. Crucell will respect this contractual situation and will await future legislation in this respect.

Since 2005 the remuneration policy for the Management Board has been based on four key principles:

1. overall remuneration levels need to be sufficient to attract, retain and motivate top management given the dynamic business environment in which Crucell competes for talent;
2. base salaries should be broadly in line with average market levels, whereas short- and long-term incentive levels should reflect an upside potential in case of outstanding performance;
3. to enhance the effectiveness of the short-term incentive, clearly measurable and challenging targets are set, which reflect Crucell’s strategic focus in the short-term; and
4. the long-term incentive plan should ensure a focus on longer-term strategic performance targets, which aim for shareholder alignment and motivation and retention of qualified executives.

•  Download Remuneration Policy Management Board (PDF)

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