UCB SA - BNP Paribas Fortis

The duties and responsibilities of the Remuneration and Nomination Committee are determined by the
Board. According to section 4.3.1 of the Charter, the Remuneration and Nomination Committee is
responsible for the appointment and re-election process for members of the Executive Committee.
Additionally, it proposes the remuneration policy for non-executive Directors and executive managers,
and proposes the compensation programmes for executive managers. The Remuneration and
Nomination Committee makes recommendations to the Board. Only the Board, however, has the power
of decision.
The duties of the Remuneration and Nomination Committee include, among others, submitting to the
Board proposals for appointment, removal or dismissal of members of the Board and the Executive
Committee, determining overall remuneration and any other fixed or variable allowances allocated to
members of the Executive Committee, and approving changes in the system of remuneration for the
UCB Group’s senior executives.
The chairman of the Remuneration and Nomination Committee and the chairman of the Executive
Committee propose some matters jointly to the Remuneration and Nomination Committee, such as the
conditions, bonus remuneration and awarding of free stock or stock options for the other members of
the Executive Committee. The chairman of the Remuneration and Nomination Committee is
responsible for conducting the annual assessment process of the Board and for reporting the results to
the Board.
The Remuneration and Nomination Committee is attended by the chairman of the Executive
Committee, who does not take part in meetings regarding issues with respect to his own position, and
the executive vice-president of human resources, who is also the Remuneration and Nomination
Committee’s secretary for the meetings. It is also advised by external experts when this is deemed
useful by the Remuneration and Nomination Committee.
4. COMPENSATION
The following table sets forth the remuneration paid to the members of the Board during the financial
year ended 31 December 2008 and for each member’s term beginning 1 January 2008 and ending 31
December 2008.
Name Remuneration
Current Directors
A11250830/2.25/23 Oct 2009 100
(in €)
Karel Boone (appointed Chairman on 24 April 2008) ................................................................. 116,667
Evelyn du Monceau ....................................................................................................................... 95,833
Roch Doliveux............................................................................................................................... 60,000
Prince Lorenz of Belgium.............................................................................................................. 64,000
Armand de Decker (appointed to the Board on 24 April 2008) ................................................... 45,000