Merus N.V. 10-K Cybersecurity GRC - 2024-02-28

Page last updated on July 16, 2024

Merus N.V. reported their cybersecurity risk management and governance process in a yearly 10-K filed on 2024-02-28 16:05:45 EST.

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10-K filed on 2024-02-28

Merus N.V. filed a 10-K at 2024-02-28 16:05:45 EST
Accession Number: 0000950170-24-022055

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Item 1C. Cybersecurity.

Item 1C. Cybers ecurity Cybersecurity Risk Management and Strategy 96 We have established policies and processes for assessing, identifying, and managing material risk from cybersecurity threats, and have integrated these processes into our overall risk management systems and processes. We routinely assess material risks from cybersecurity threats, including any potential unauthorized occurrence on or conducted through our information systems that may result in adverse effects on the confidentiality, integrity, or availability of our information systems or any information residing therein. We design and are assessing our cybersecurity risk management program based on the ISO27001:2022 standard. This does not imply that we meet any particular technical standards, specifications, or requirements, only that we use the ISO27001:2022 as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business. We conduct periodic risk assessments to identify cybersecurity threats, as well as assessments in the event of a material change in our business practices that may affect information technology systems that are vulnerable to cybersecurity threats. These risk assessments include identification of reasonably foreseeable internal and external risks, the likelihood and potential damage that could result from such risks, and the sufficiency of existing policies, procedures, systems, and safeguards in place to manage such risks. Following these risk assessments, we re-design, implement, and maintain reasonable safeguards to minimize identified risks; reasonably address any identified gaps in existing safeguards; and regularly monitor the effectiveness of our safeguards. Primary responsibility for assessing, monitoring and managing our cybersecurity risks rests with our IT department who reports to our Chief Operating Officer, to manage the risk assessment and mitigation process. The cybersecurity risk management program also includes tools and activities to prevent, detect, and analyze current and emerging cybersecurity threats, and plans and strategies to address threats and incidents. As part of our overall risk management system, we monitor and test our safeguards and train our employees on these safeguards, in collaboration with IT and management. Personnel at all levels and departments are made aware of our cybersecurity policies through trainings. We engage consultants, or other third parties in connection with our risk assessment processes. These service providers assist us with designing and implementing our cybersecurity policies and procedures, as well as to monitor and test our safeguards, and investigations on an as needed basis. We contractually require third-party service providers to implement and maintain appropriate security measures, consistent with all applicable laws, to implement and maintain reasonable security measures in connection with their work with us. We have not encountered cybersecurity challenges that have materially impaired our operations or financial standing. For additional information regarding risks from cybersecurity threats, please see section “Risk Factors –Our information technology systems, or those used by our CROs or other contractors or consultants, may fail or suffer security breaches, which could adversely affect our business,” in this Annual Report on Form 10-K. Cybersecurity governance One of the key functions of our board of directors is informed oversight of our risk management process, including risks from cybersecurity threats. Our board of directors is responsible for monitoring and assessing strategic risk exposure, and our executive officers are responsible for the day-to-day management of the material risks we face. Our board of directors administers its cybersecurity risk oversight function directly as a whole, as well as through the audit committee. Our Chief Operating Officer and management team are primarily responsible for assessing and managing our material risks from cybersecurity threats with assistance from the Head of IT Security and Compliance, the supporting internal team and support of third-party service providers. Our Chief Operating Officer oversees our cybersecurity policies and processes, including those described in “Cybersecurity Risk Management and Strategy” above. Our Chief Operating Officer and Head of IT Security provide periodic briefings to the audit committee regarding our company’s cybersecurity risks and activities, including any recent cybersecurity incidents and related responses, cybersecurity systems testing, activities of third parties, and policy and procedures, and changes in applicable law or regulations concerning such subject matter. Our audit committee is charged with, and is able to pass resolutions relating to the application of information and communication technology by the Company, including risks relating to cybersecurity. Moreover, periodic briefings are also provided to the board of directors relating to our cybersecurity risks and activities, including any recent cybersecurity incidents and related responses, cybersecurity systems testing, activities of third parties, and policy and procedures, and changes in applicable law or regulations concerning such subject matter. 97 Our team that is responsible for assessing and our material risks from cybersecurity threats, including our Chief Operating Officer, Chief Financial Officer, and Senior Director, Head of IT Security and Compliance, has more than a combined 30 years of risk management experience. Our team’s experience includes the Senior Director, Head of IT Security and Compliance, who has an extensive (+25 years) track record on cyber- and IT risks management, developing security and compliance programs and frameworks and leading IT security organizations, our Chief Finance Officer who, serving that role at Merus and prior companies and serving as a previously Audit Committee chairperson for Merus and current chairperson at Kala Pharmaceuticals, has devoted significant attention to evaluation of risks posed by cybersecurity threats, and means to mitigate those risks, while evaluating strategies to gain a high level of cyber security, and our Chief Operating Officer, who manages the IT organization at Merus and has devoted significant attention to evaluation of risks posed by cybersecurity threats, and means to mitigate those risks, and review U.S. jurisprudence concerning protection of confidential information and trade secrets and has participated in trainings on cybersecurity threat defense and response, and cybersecurity strategies from a legal perspective.

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