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.
A description of the principles of corporate management can be found in the Declaration about Corporate Management in Accordance with Sec. 289a HGB.
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 December 2003 MorphoSys introduced a Code of Ethics directed at the members of the Management Board and those persons responsible for finance, controlling and accounting at the company. Senior Management and the Company’s financial staff have an important and distinctive role to play within the company’s Corporate Governance in that these personnel are authorized and entrusted to ensure that accurate financial information is timely provided to investors.
