1. Role and Responsibilities

1.1 Terms of reference

The Board of Directors is the Company’s governing body.

It has the power to take decisions on all matters which the law does not expressly attribute to the General Meeting of Shareholders. The Board acts collegially.

The roles and responsibilities and the functioning of the Board of Directors are determined by the Company's Articles of Association and by the terms of reference of the Board of Directors and its Committees described in this Charter.

Among the matters over which it may, by law, take decisions, the Board of Directors has reserved key areas for itself, and has delegated wide powers of administration to an Executive Committee (see point 5).

It did not opt to create a Management Committee in the sense of the Belgian Company Code, since it preferred not to permanently delegate the powers granted to it by the law, and the general representation of the Company.

The Board’s role is to provide entrepreneurial leadership of the Company within a framework of prudent and effective controls which enables risks to be assessed and managed. The Board sets the Company’s strategic aims, ensures that the necessary financial and human resources are in place for the Company to meet its objectives and reviews management performance. The Board sets the Company’s values and standards and ensures that its obligations to its shareholders and others are understood and met. It takes collegiate responsibility for sound exercise of its authority and powers.

The powers the Board has reserved for itself concern mainly the following, and to this end it also receives all the information required in relation to each of them:

1. 1.Definition of the Company’s mission, values and strategy
2. Monitoring of management
3. Appointment or removal:

from among its members, of the Chairman of the Board, after a consultation of all Board members conducted by the Chair of the Remuneration and Nomination Committee
from among its members, of the Chairmen and members of the Audit Committee, of the Remuneration and Nomination Committee and of the members of the Scientific Committee
of the Chairman of the Executive Committee following a proposal by the Remuneration and Nomination Committee
of members of the Executive Committee following a proposal by the Remuneration and Nomination Committee, and recommendation by the Chairman of the Executive Committee
of senior executives on the recommendation of the Chairman of the Executive Committee
of persons in major external bodies or of persons outside UCB requested to represent UCB at certain subsidiaries, on the recommendation of the Chairman of the Executive Committee
Reviews the succession planning for the Company's Chairman of the Executive Committee and the other Executive Committee members proposed by the Remuneration and Nomination Committee;

4. Establishing the financial statements of the UCB Group and UCB S.A.
5. Preparation of the General Meeting of Shareholders and of the decisions proposed to be considered at the meeting
6. General organisation of UCB (and of the Group)
7. Approval of the annual budget (including the R&D programme and the capital plan) and any increase in the overall annual budget (including the R&D the capital plan).
8. The long-term or major finance operations
9.Creating, establishing, closing, settling or transferring subsidiaries, branches, production locations or major divisions exceeding a value of 50 million EUR.
10.Allotment, merger, division, purchase, sale or pledging of instruments and shares to a value exceeding 20 million EUR and involving third parties.
11.Purchase, sale or pledging of property assets to a value exceeding 50 million EUR and leases over a period exceeding 9 years for an aggregate amount of expenditures exceeding 20 million EUR
12. The terms and conditions of plans for the grant of stock and stock options to employees
13. To be informed, at the end of every semester, of the charitable donations in excess of 10,000 EUR YTD to each single beneficiary.

At the request of the Chairman of the Executive Committee, the Board may also be asked to pronounce in the event of diverging opinions among a majority of the members of the Executive Committee and its Chairman.

1.2 Role of the executive and non-executive Directors

Within the framework of the functions performed by the Board of Directors, the executive Director and non-executive Directors have specific additional roles to play.

The executive Director communicates all information concerning company business and finances required for efficient running the Board of Directors.

Non-executive Directors discuss, in a critical and constructive fashion, the key policies and strategy proposed by the Executive Committee, and help develop these. They concern themselves in particular with rigorous assessment of the performance of the Executive Committee in attaining the agreed objectives.

The Executive Committee of which one of the main tasks is to prepare most of the decisions proposed to the Board of Directors and then to ensure they are put into practice, works closely with the Board in all matters for which the Board is exclusively empowered.