Declaration of Concerned Celgene Shareholders
Whereas, we are shareholders of Celgene Corporation, a global biopharmaceutical company whose mission is to develop and commercialize pharmaceutical products used to assist in the treatment of patients’ disease; and
our Company has enjoyed substantial success, due in great part to the vision and leadership of its founders and their successor leaders, including those presently entrusted as stewards of our Company’s assets; and
our Company’s operational execution in recent years has continued to result in development of its assets with spectacular success, primarily as a result of the proven, exceptional talents of its employees at every level; and
our Company’s potential to continue its success in the discovery, development and global commercialization of pharmaceutical products that will transform the lives of patients and enhance our Company’s value is without peer; and
despite all of these past operational successes and expectations for future growth, our Company’s total market valuation has been in steady decline over the past four-plus years to a recent long term low which does not reflect our Company’s financial achievements and expectations for future commercial success; and
our Company’s executive management team has repeatedly failed to employ all available means to proactively and effectively counteract periodic, harmful news events that adversely affect investor perception of our Company’s future prospects.
Now therefore, we Declare our Concern to our Board of Directors that they take note of and act timely to remedy the following:
1. Governance. The composition of the Board of Directors, including its leadership, has not sufficiently kept pace with the Company’s greatly increased organizational and operational complexity over the past several years. For this reason, immediate steps should be taken to strengthen the Board. While the recent addition of Dr. Michael Friedman does begin to address the perceived shortcomings in our Company’s governance, more changes are required to facilitate the best possible strategic direction and oversight going forward.
2. Executive Compensation. The current executive compensation plan insufficiently aligns management’s interests with those of our Company’s owners, warranting amendment to the plan so that compensation is partially rewarded or penalized with appropriate regard to change in share price and market valuation during any applicable period.
3. Communications. The investment community’s perception of our Company has suffered, driven by Management’s apparent unwillingness to communicate important operational and scientific issues in a clear and proactive manner. Events such as annual medical conferences and quarterly company earnings reports, which in recent years should have resulted in investors’ increased confidence in our Company’s excellent performance and bright future, have instead yielded the opposite. For several years this failure has hurt our Company’s valuation and persisted uncorrected. The Board of Directors should direct management to overhaul its entire communications strategy and implement more proactive and effective practices to reverse this disturbing trend.
We, the undersigned Concerned Celgene Shareholders, respectfully join in this Declaration, made this ___ day of February, 2011.