Events of the past few years have highlighted the importance of effective corporate governance in public companies. On this website, we provide you with important information about Cephalon's corporate governance policies and procedures. Corporate governance is often defined as the system that allocates duties and authority among a company's stockholders, board of directors and management. Our corporate governance policies provide a framework for the oversight of management by the board of directors. We believe an active, independent and involved board serves the long-term interest of our stockholders and ensures that we the board meets its fiduciary obligations to stockholders under the law.

On this website you will find a number of examples of our commitment to strong corporate governance. As reflected in our Corporate Governance Guidelines, the board of directors has fundamental responsibilities relating to matters such as composition and size of the Board, director qualifications, independence of directors, director responsibilities, frequency of Board meetings (including meetings to be held without the presence of management), the Board's access to members of management and outside experts, and ways for stockholders or others to communicate their concerns to the Board. To discharge these responsibilities, we have Board members that have broad experience, independent and sound judgement and, above all else, unwavering integrity. On this website, you can find out more information about each of our Board members and the committees on which they serve. We also have included links to the written charters the Board has adopted for each of the Audit Committee, Corporate Governance and Nominating Committee and Stock Option and Compensation Committee.

We are committed to rigorously and diligently exercising our oversight responsibilities throughout the company, exceeding the corporate governance requirements of federal law, state law and the rules and regulations of NASDAQ and, of course, managing our affairs consistent with the highest principles of business ethics.

We thank you for the confidence you have placed in us.

Frank Baldino, Jr., Ph.D.
Chairman and Chief Executive Officer