UCB SA - BNP Paribas Fortis

(a) Board of Directors
Pursuant to the BCC, public limited liability companies are managed by a board of directors consisting
of at least three directors. The board of directors may perform all acts necessary or useful for achieving
the company’s corporate purpose, with the exception of those acts that are by law or the Articles
explicitly reserved for the company’s general shareholders meeting. The board of directors also
represents the company vis-à-vis third parties and before courts. The board of directors may delegate
the company’s day-to-day management to one or more persons, whether directors or not, acting jointly
or separately.
The Board appoints and removes the chief executive officer, who chairs the Executive Committee. The
role of the chief executive officer together with the Executive Committee is to implement the mission,
strategy and targets set by the Board and to assume responsibility for the day-to-day management of the
company. The chief executive officer reports directly to the Board.
According to the law and the Articles, the members of the Board are appointed by the general meeting
of shareholders of UCB (the “General Meeting”) for a term of three years and are at all times subject to
dismissal by the General Meeting with or without cause. Directors may be re-elected following the
expiration of the term of their appointment. The number of Directors shall be at least three.
According to section 3.1.2 of the Charter, the members of the Board are either executive or non
executive Directors. Non executive Directors have no executive responsibilities within the Issuer. The
terms of reference of the Board in the Charter require that a majority of the Directors are non executive
Directors, and at present the chairman of the Executive Committee (also the Chief Executive Officer) is
currently the only executive Director of the Company. Furthermore, seven of the Directors meet all
independence criteria according to the BCC and the 2009 Code, being free from any business, close
family or other relationships with the Issuer, its controlling shareholders or the management of either
that could create a conflict of interest such as to affect their independent judgment as a Director. The
executive Director communicates all information concerning the Issuer’s business and finances required
for efficient running of the Board. The Board discusses and determines the key policies and strategy
proposed by the Executive Committee, identifying the key steps to be taken to develop the UCB Group.
The Board meets whenever the interests of the Issuer so require or at the request of one or more
Directors. In principle, the Board will meet at least seven times per annum. The decisions of the Board
are made by a simple majority of the votes cast. The chairman of the Board has the casting vote.
According to section 3.1.1 of the Charter, the Board has reserved certain powers, which include in
particular the determination of UCB’s mission, values and strategy, monitoring of the management,
appointment and removal of members of the audit committee of UCB (the “Audit Committee”), the
remuneration and nomination committee of UCB (the “Remuneration and Nomination Committee”)
and the Executive Committee, approval of the annual investment budget, determination of the annual
research and development programme, long-term or major finance operations and re-organisation of
UCB and the UCB Group. The Board has delegated certain of its administrative powers to the
Executive Committee, the scope and powers of which are set out in sections 5.1.1 and 5.1.2 of the
Charter.
In accordance with the 2009 Code, the Issuer has adopted a code on private investment transactions (the
“Internal Code”) applicable to its Directors, senior executives, key employees, their secretaries and
assistants, all employees of the UCB Group and their family members (the “Insiders”) and outsiders to
prevent insider trading offences and market abuse by prohibiting dealing in Ordinary Shares or other
financial instruments of UCB, particularly during the periods preceding the publication of financial
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