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, 2008, 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 2008 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 2008, of which three were 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, so called closed sessions. There were also a number of more informal contacts between Supervisory Board Members and the Management Board.
The Supervisory Board was closely involved in all developments affecting the company in terms of strategy, tactics and operations in the financial year 2008. 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. The friendly discussion which took place between Wyeth and Crucell to explore a potential combination of the two companies was also discussed with the Supervisory Board and its financial advisors.
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 see page 107 of the 2008 Annual Report.
In 2008 the Audit Committee met ten times, of which six were held by conference calls. The company’s external auditor, Deloitte, routinely attended these meetings, in particular where the Annual Report, the auditor’s report and the quarterly results were discussed.
The Nomination Committee consists of the full Supervisory Board and, as such, met four times during the 2008 fiscal year to discuss the Supervisory Board’s composition and functioning. The Scientific Advisory Committee held four 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 Remuneration Committee met five times, of which one via conference call, to review collective 2008 milestones and set objectives for 2009; 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 amended and adopted by the Annual General Meeting of Shareholders in May 2008. 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 to 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 equaling the value of the share grant minus a discount.
The remuneration of the Supervisory Board is further detailed in note 5.23 of our financial statements. The remuneration policy can be found on Crucell’s website (www.crucell.com), which is not incorporated by reference herein.
The Nomination Committee initiated a global search to fill the vacancy in the Supervisory Board. As a result, and after careful consideration, the Supervisory Board is pleased to report that Steve Davis was appointed to the Supervisory Board by Crucell’s shareholders in May 2008. At the same time Dominic Koechlin resigned.
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 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 achieved profitability for the full year, 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, April 21, 2009