3.1 Scope of reporting

3.1 Scope of reporting

Bill Silbey, Executive Vice President & General Counsel (portrait)

Patients benefit most when we work together with all stakeholders and constituencies in an ethical and compliant way to bring the best solution to address their needs.

Bill Silbey, Executive Vice President & General Counsel

As a Belgian company listed on Euronext Brussels, UCB SA/NV (“UCB”) is committed to the highest standards of corporate governance and is required by Belgian law to apply the Belgian Code on Corporate Governance.

In 2019, Belgium has adopted a new Belgian Code of Companies and Associations1The law of 23 March 2019, published in the Belgian Official Gazette on 4 April 2019, introduced the Belgian Code of Companies and Associations (‘BCCA’) replacing the existing Belgian Companies Code and entering into force for existing companies as of 1 January 2020. UCB will implement the BCCA in its articles of association at the general meeting of 30 April 2020. (the “BCCA”) as well as a new Belgian Code on Corporate Governance2The “2020 Belgian Code on Corporate Governance” is available on the website of the Belgian Corporate Governance Committee. (the “2020 Code”) which have both entered into force on 1 January 2020. The 2020 Code replaces its previous editions of 2004 and 2009. Like its 2009 edition, the 2020 Code is based on the “Comply or Explain” principle. Belgian company law and the Belgian Code on Corporate Governance, both in their previous and new editions, require UCB to adopt and publish a Charter of Corporate Governance and, on an annual basis, a Statement of Corporate Governance, to be included in its Annual Report.

The Board of Directors of UCB (the “Board”) has a Charter of Corporate Governance (the “Charter”) since 2005. It describes the main aspects of the corporate governance of UCB, including its governance structure, the terms of reference of the Board and its committees as well as those of its Executive Committee, and the rules applicable to its shareholders meetings. The Charter is updated from time to time and annually reviewed by the Board to be in line with the applicable laws and regulations, the Belgian Corporate Governance Code, international standards and the evolution of UCB. The latest version of the UCB Charter has been adopted by the Board in December 2019 and is applying the 2020 Code. The version of the Charter that was applicable in 2019 as well as the version applicable as of 1 January 2020 are both available on the UCB website.

As required by Belgian Law and the Belgian Code on Corporate Governance, UCB also publishes every year as part of its Annual Report, a Corporate Governance Statement which includes all information required by law as well as a description of how the Belgian Code on Corporate Governance has been applied in the last reporting year and, if applicable, an explanation of any deviations to the provisions of such Code during the reporting year.

This section of the Annual Report constitutes the Corporate Governance Statement for the year 2019 and is therefore referring to the UCB Charter which was applicable in 2019, as well as to the 2009 edition of the Belgian Code on Corporate Governance3The “2009 Belgian Code on Corporate Governance” is available on the website of the Belgian Corporate Governance Committee. (the ‘2009 Code’) and the previous Belgian Companies Code which were also both applicable to UCB until 31 December 2019. As a result thereof, when we refer in the following sections of this Statement to the provisions of the Belgian Code of Corporate Governance, we refer to the 2009 Code, unless otherwise indicated. We will also indicate, when appropriate, the reference to old or new articles of Belgian company law (references to the new BCCA and/or the old Belgian Companies Code).

1 The law of 23 March 2019, published in the Belgian Official Gazette on 4 April 2019, introduced the Belgian Code of Companies and Associations (‘BCCA’) replacing the existing Belgian Companies Code and entering into force for existing companies as of 1 January 2020. UCB will implement the BCCA in its articles of association at the general meeting of 30 April 2020.

2 The “2020 Belgian Code on Corporate Governance” is available on the website of the Belgian Corporate Governance Committee.

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

Relevant GRI Indicators

102-1 gri-id1:102-1 102-5 gri-id5:102-5