Corporate Governance

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

Title	Format	Download
Articles of Association (ENG)	PDF	Download
Articles of Association (FR)	PDF	Download
Articles of Association (NL)	PDF	Download

Special Reports of the Board

Title	Format	Download
2026 Board Special Report - Art. 7:199 BCCA (ENG)	PDF	Download
2026 Board Special Report - Art. 7:199 BCCA (FR)	PDF	Download
2026 Board Special Report - Art. 7:199 BCCA (NL)	PDF	Download

Remuneration Policy 2025

Title	Format	Download
Remuneration Policy 2025 (ENG)	PDF	Download
Remuneration Policy 2025 (FR)	PDF	Download
Remuneration Policy 2025 (NL)	PDF	Download

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.

Composition

As at 1 May 2026, the Board will be:

14 Members
9 Independent Directors (64.3%)
6 Women
4-Year Mandate (Except co-optation)
Age Limit: 70

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):
- Judy Brown (Chair & Independent Director)
- Maëlys Castella (Independent Director)
- Cédric van Rijckevorsel (Director)
the Governance, Nomination and Compensation 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.

4 members (75% independent):
- Nefertiti Greene (Chair & Independent Director)
- Charles-Antoine Janssen (Director)
- Pierre Gurdjian (Independent Director)
- Ulf Wiinberg (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.

3 members (66.7% independent):
- Dolca Thomas (Independent Director)
- Stef Heylen (Director)
- Fiona Powrie (Independent Director)

Jonathan Peacock

Independent Director
Chair of the Board

First appointed in 2021
End of term in 2029

BIO - J. Peacock

Charles-Antoine Janssen

Director
Vice-chair of the Board
Member of the GNCC

First appointed in 2012
End of term in 2028

BIO - CA Janssen

Jean-Christophe Tellier

Executive Director

First appointed in 2014
End of term in 2030

BIO - JC Tellier

Jan Berger

Independent Director

First appointed in 2019
End of term in 2027

BIO - J. Berger

Judy Brown

Independent Director
Chair of the Audit Committee

First appointed in 2026
End of term in 2027

BIO - J. Brown

Maëlys Castella

Independent Director
Member of the Audit Committee

First appointed in 2023
End of term in 2027

BIO - M. Castella

Nefertiti Greene

Independent Director
Member of the GNCC

First appointed in 2024
End of term in 2028

BIO - N. Greene

Pierre Gurdjian

Independent Director
Member of the GNCC

First appointed in 2016
End of term in 2028

BIO - P. Gurdjian

Stef Heylen, MD

Director
Member of the Scientific Committee

First appointed in 2025
End of term in 2029

BIO - S. Heylen

Cyril Janssen

Director

First appointed in 2015
End of term in 2027

BIO - C. Janssen

Fiona Powrie

Independent Director

Member of the Scientific Committee

First appointed in 2025
End of term in 2029

BIO - F. Powrie

Cédric van Rijckevorsel

Director
Member of the Audit Committee

First appointed in 2014
End of term in 2030

BIO - C. van Rijckevorsel

Dolca Thomas

Independent Director
Member of the Scientific Committee

First appointed in 2024
End of term in 2028

BIO - D. Thomas

Ulf Wiinberg

Independent Director
Member of the GNCC

First appointed in 2016
End of term in 2028

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
- Bert de Graeve
- Kay Davies
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.