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UCB SA - BNP Paribas Fortis

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1. BOARD OF DIRECTORS<br />

PART VII: MANAGEMENT AND CORPORATE GOVERNANCE<br />

The Board of Directors of the Issuer is the governing body of the Issuer. The current Board is<br />

composed of 13 Directors. The Board appoints a chairman and one or more vice-chairmen among its<br />

members. The Board appointed Karel Boone as its chairman in 2008 and Evelyn du Monceau as the<br />

only vice-chairperson of the Board in 2006. Roch Doliveux is the chief executive officer and chairman<br />

of the executive committee to whom the Board has delegated certain of its powers (the “Executive<br />

Committee”). The following table sets forth the name, position and first year of appointment of the<br />

current members of the Board:<br />

Name Position<br />

A11250830/2.25/23 Oct 2009 92<br />

As in<br />

present<br />

function<br />

Year First<br />

Appointed<br />

as<br />

Board<br />

member<br />

Karel Boone 2 ............................... Chairman 2008 2000 2012<br />

Evelyn du Monceau 3 ................... Vice-Chairperson 2006 1984 2011<br />

Roch Doliveux 1 ........................... Chief Executive Officer 2004 2004 2010<br />

Prince Lorenz of Belgium 2 ......... Non executive Director 2001 2010<br />

Armand de Decker 2 Non executive Director 2008 2011<br />

Peter Fellner................................ Non executive Director 2005 2011<br />

Jean-Pierre Kinet 2 ....................... Non executive Director 2008 2011<br />

Thomas Leysen 2 .......................... Non executive Director 2009 2011<br />

Gerhard Mayr 2 ............................ Non executive Director 2005 2011<br />

Norman J-Ornstein 2 .................... Non executive Director 2008 2011<br />

Arnoud de Pret 3 ........................... Non executive Director 2005 2011<br />

Bridget van Rijckevorsel 3 ........... Non executive Director 1992 2011<br />

Gaetan van de Werve³ Non executive Director 2006 2012<br />

1 Roch Doliveux is also the chairman of the Executive Committee.<br />

Up for<br />

Election in<br />

2 These Directors meet all independence criteria according to the Belgian Companies Code 2009 (the<br />

“BCC”) and the 2009 Belgian Code on Corporate Governance (the “2009 Code”).<br />

A4 – 10.1

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