As part of its regular review of the corporate governance policies of Merus N.V., the Company's board of directors (the "Board"), with consent of the Company’s Works Council adopted and approved the updated and amended Company Code of Business Conduct and Ethics (the “Business Code”) effective January 15, 2024. The Business Code supersedes the previous version and reflects, among other things, certain updates which the Company believes are consistent with current governance best practices.
The amendments include revisions to Annex I of the Business Code to align with the Dutch Whistleblower Protection Act (wet bescherming klokkenluiders) (“WPA”), including (i) an updated internal reporting procedure; (ii) the manner in which suspected wrongdoing outside the organization can be reported to competent authorities and, where applicable, to institutions, bodies, offices and agencies of the European Union; and (iii) enhancements and clarifications related to the protection and confidentiality afforded to those reporting a suspicion of wrongdoing under the Business Code.
The amendments also include updated definitions, consistent with the WPA. The Business Code sets out a definition of Wrongdoing as per the WPA, which are breaches of law or jeopardizing of the public interest and may be reported internally or externally. The Business Code distinguishes Wrongdoings from the definition of Irregularities, which are of a general, operational or financial nature in relation to the Company and should be reported internally.
The above descriptions of the amendments to the Business Code are only summaries, do not purport to be complete and are qualified in their entirety by reference to, and should be read in conjunction with, the complete text of the Business Code posted on the corporate governance page of the Company's website at Corporate Governance - Merus and incorporated herein by reference. The changes to the Business Code do not result in any explicit or implicit waiver of any provision of the Business Code in effect prior to the changes.