UCB SA - BNP Paribas Fortis

Mark McDade joined the Issuer as executive vice-president of Corporate Strategy and Business
Development in April 2008. From 2002 until late 2007 he was chief executive officer and a director of
PDL BioPharma, Inc. Prior to PDL, he served as chief executive officer of Signature BioScience, Inc.
and was previously a co-founder and director of Corixa Corporation, where he served as chief operating
officer from September 1994 through December 1998, and as president and chief operating officer from
January 1999 until his departure in late 2000. Before Corixa, Mark McDade was chief operating officer
of Boehringer Mannheim - Therapeutics, and prior to that held several positions at Sandoz Ltd.
including business development, product management and general management. Mark McDade
received a Bachelor of Arts from Dartmouth College and an MBA from Harvard Business School
(U.S.).
Detlef Thielgen was appointed to the Executive Committee in January 2007. He was previously chief
financial officer and then chief executive officer of Schwarz Pharma AG, managing director of Schwarz
Pharma Operations covering the worldwide manufacturing and supply chain functions and vicepresident
of Finance & Administration/chief financial officer at Schwarz Pharma Inc/USA.
Robert Trainor was appointed to the Executive Committee in October 2005. He is executive vicepresident
and general counsel of the Issuer. Before joining the Issuer, he was vice-president and
associate general counsel of Schering-Plough, assistant general counsel of Johnson & Johnson and an
attorney with the New York law firm Donovan Leisure Newton & Irvine. He started his career as
counsel of the Committee on the Judiciary at the United States House of Representatives.
None of the members of the Executive Committee has been convicted in relation to fraudulent offences
or has been associated within the past five years, with any bankruptcies, receiverships or liquidations
and/or any official public incrimination and/or sanctions by statutory or regulatory authorities
(including designated professional bodies). Furthermore, none of the members of the Executive
Committee has ever been disqualified by a court from acting as a member of the administrative,
management or supervisory bodies of an issuer or, within the past five years, has been disqualified from
acting in the management or conduct of the affairs of any issuer.
The Executive Committee met twice a month during 2008 and continues to do so in 2009, and there
were no transactions or contractual relationships in 2008 between the Issuer, including its related
companies, and a member of the Executive Committee which could create a conflict of interests.
3. CORPORATE GOVERNANCE
In accordance with principle 9 of the 2009 Code, the Issuer has established a Charter describing all
main aspects of its corporate governance policy; it has until now included a corporate governance
chapter in its annual report, and will, as of 2010, include a corporate governance statement in
compliance with the 2009 Code.
The Charter describes the main aspects of the corporate governance of the Issuer including its
governance structure, the terms of reference of the Board and its committees and other important topics.
The Charter is available, together with the articles of association (the “Articles”) of the Issuer, on the
Issuer’s website (www.ucb.com). The Board approved the initial Charter on 28 October 2005 and the
current version of the Charter was approved on 27 February 2009.
A11250830/2.25/23 Oct 2009 97
A4 – 10.2
A4 – 11.2