Corporate Governance Report

We at MorphoSys believe the essence of good corporate governance involves efficient cooperation between a Company’s Management and Supervisory Board, respect for the shareholders’ interests, as well as openness and transparency of corporate communication. Moreover, we feel strong corporate governance is an integral part of the MorphoSys corporate value system. As such, the Company believes that adherence to high corporate governance standards will ultimately increase shareholder value. Furthermore, MorphoSys maintains that commitment to corporate governance is an important measure for enhancing the confidence of current and future shareholders, investors, employees, and corporate partners. As a result, the Company’s internal policies and procedures regarding compliance with the recently promulgated guidelines for corporate governance in Germany have historically always exceeded those, which are legally required.

The latest Corporate Governance Report for the 2012 financial year can be found in our online version of the Annual Report and on the the sub pages to this website.

A description of the principles of corporate management can be found in the Declaration about Corporate Management in Accordance with Sec. 289a HGB.

The following targets for the composition of the Supervisory Board have been defined.

Every year, the Management Board and the Supervisory Board of MorphoSys AG submit their declaration of compliance with the recommendations of the Government Commission German Corporate Governance Code in accordance with §161 of the German Stock Corporation Act (AktG).

Having been a corporate governance pioneer in the German biotechnology sector by voluntarily adopting its own corporate governance principles back in September 2001, MorphoSys welcomed the German Corporate Governance Code published in February 2002 by the independent Government Commission, and last amended in June 2007. In 2002, the Company’s guidelines were adapted to the new German Corporate Governance Code. MorphoSys has since decided pursue the Code published by the Government Commission, in favor of its own company-specific code.

In July 2011, MorphoSys introduced a Code of Conduct directed at all employees of the Company. The rules contained in the present guideline form a core part of MorphoSys's corporate culture. The company-wide and uniform observance of these principles is essential - every employee is responsible for this. The MorphoSys Code of Ethics (MorphoSys Credo) is included in the Code of Conduct.

 

MorphoSys Credo

Ethical guidelines and Code of Conduct for all employees of MorphoSys.

Articles of Association