3.1 Scope of reporting

As a Belgian-headquartered company with a commitment to the highest standards of corporate governance, the Board of Directors (the “Board”) of UCB SA/NV (“UCB”) adopted a Charter of Corporate Governance (the “Charter”) in October 2005, as required by the Belgian Code on Corporate Governance (first edition, 2004). Pursuant to article 96, section 1, 1° of the Belgian Companies Code, UCB follows the principles of the 2009 Belgian Code on Corporate Governance (the “Corporate Governance Code”), taking into account the specific international aspects of UCB1.

The Charter is available on the UCB website and describes the main aspects of the corporate governance of UCB, including its governance structure and the terms of reference of the Board, as well as those of its committees and the Executive Committee, and of the shareholders meetings. The Charter is updated from time to time during the year and annually reviewed by the Board to be in line with the applicable Laws and regulations, the Corporate Governance Code and their interpretation.

In accordance with the Belgian Companies Code and with the Corporate Governance Code, the following pages provide factual information about the corporate governance of UCB. This includes changes to the corporate governance of UCB, together with relevant events that occurred in 2018, such as changes in UCB’s capital or shareholder structure, the amendments in the governance and in the composition of the Board as well as the committees, the main features of UCB’s internal control and risk management systems, and the remuneration report. It also includes explanations, where applicable, of any deviations from the Corporate Governance Code.

No one prospers without rendering benefit to others.

Denelle, UCB

1 The “2009 Belgian Code on Corporate Governance” is available on the website of the Belgian Corporate Governance Committee