UCB Governance

The Company is administered by a Board of Directors and run by an Executive Committee, whose respective functions and responsibilities are clearly defined in the Corporate Governance Charter.

UCB SA/NV has adopted the 2020 edition of the Belgian Code of Corporate Governance as its reference Code taking into account the specific international aspects of the Company. As part of these rules, UCB SA/NV, as a listed company, has adopted a Corporate Governance Charter and a Code of Conduct, including a Dealing Code.

The Corporate Governance Charter established by the Board of Directors aims at providing a comprehensive and transparent disclosure of the Company’s governance. It defines the system of checks and balances between the shareholders/investors, the Board and the management to shape an efficiently functioning company, ideally geared to produce long-term sustainable value for all the Company’s stakeholders. It will be continuously updated as required.

Articles of Association

Special Reports of the Board

Special report of the Board - 23 February 2022

Remuneration Policy

Remuneration policy 2021 - Update 2022

Related Press Releases

Board of Directors

To enhance the overall effectiveness of the Board by ensuring focus, oversight and monitoring of sensitive areas, the Board has created three specialist committees.

the Audit Committee

The Audit Committee assists the Board in its responsibility of monitoring the management of UCB and the UCB Group as a whole.

3 members (67% independent):

Jonathan Peacock (Chair & Independent Director)
Viviane Monges (Independent Director)
Charles-Antoine Janssen (Director)

the Governance, Remuneration and Nomination Committee (GNCC)

The Governance, Remuneration and Nomination Committee (GNCC) ensures that the appointment and re-election process is organized objectively and professionally and proposes the remuneration policy for non-executive Directors and executive managers.

3 members (67% independent):

Fiona du Monceau (Chair)
Pierre Gurdjian (Independent Director)
Kay Davies (Independent Director)

the Scientific Committee

The Scientific Committee assists the Board when reviewing the quality of UCB’s R&D science and its competitive standing. It assesses the strategy proposed by UCB’s management in R&D matters and communicates its recommendations to the Board.

2 members (100% independent):

Kay Davies (Chair and Independent Director),
Susan Gasser (Independent Director).

Composition

(Updated: December 2022)

13 Members
7 Independent Directors (54%)
6 Nationalities
5 Women (38%)
4-Year Mandate
Age Limit: 70

Jonathan Peacock

Independent Director
Chair of the Board
Chair of the Audit Committee

First appointed in 2021
End of term in 2025

BIO - J. Peacock

Fiona du Monceau

Director
Vice-chair of the Board
Chair of the GNCC

First appointed in 2021
End of term in 2025

BIO - F. du Monceau

Jean-Christophe Tellier

Executive Director

First appointed in 2014
End of term in 2026

BIO - JC Tellier

Jan Berger

Independent Director

First appointed in 2019
End of term in 2027

BIO - J. Berger

Maëlys Castella

Independent Director
Member of the Audit Committee

First appointed in 2023
End of term in 2027

BIO - M. Castella

Kay Davies

Independent Director
Chair of the Scientific Committee
Member of the GNCC

First appointed in 2014
End of term in 2026

BIO - K. Davies

Albrecht De Graeve

Director

First appointed in 2010
End of term in 2025

BIO - A. De Graeve

Susan Gasser

Independent Director
Member of the Scientific Committee

First appointed in 2021
End of term in 2025

BIO - S. Gasser

Pierre Gurdjian

Independent Director
Member of the GNCC

First appointed in 2016
End of term in 2024

BIO - P. Gurdjian

Charles-Antoine Janssen

Director
Member of the Audit Committee

First appointed in 2012
End of term in 2024

BIO - CA Janssen

Cyril Janssen

Director

First appointed in 2015
End of term in 2027

BIO - C. Janssen

Cédric van Rijckevorsel

Director

First appointed in 2014
End of term in 2026

BIO - C. van Rijckevorsel

Ulf Wiinberg

Independent Director

First appointed in 2016
End of term in 2024

BIO - U. Wiinberg

Honorary directors

Karel Boone, Honorary Chair
Evelyn du Monceau, Honorary Chair
Mark Eyskens, Honorary Chair
Georges Jacobs de Hagen, Honorary Chair
Daniel Janssen, Honorary Deputy Chair
Gerhard Mayr, Honorary Chair
Prince Lorenz of Belgium
Alan Blinken
Alice Dautry
Arnoud de Pret
Roch Doliveux
Peter Fellner
Guy Keutgen
Jean-Pierre Kinet
Tom McKillop
Gaëtan van de Werve
Jean-Louis Vanherweghem
Bridget van Rijckevorsel
Norman J. Ornstein

Honorary chairmen of the Executive Committee

Roch Doliveux
Georges Jacobs de Hagen
Daniel Janssen

Executive Committee

We have adapted an organizational structure on four pillars around which we create value for each patient, centered by our focus and integrated across functional teams around different patient populations.