3.4 Board of Directors and Board committees

3.4 Board of Directors and Board committees

The governance of UCB is based on a “one-tier” structure. This means that the company is administrated by a Board of Directors and run by an Executive Committee, whose respective functions and responsibilities are defined below in accordance with the Articles of Association of the Company. The Board did not opt for a “two tier” structure based on a separate Supervisory Board and Management Board. It considers that the current system foresees an appropriate balance of powers between the Board and the management, and the composition of the Board is also in line with UCB’s shareholder structure. It also did not want to permanently delegate to management the powers granted to the Board by the law in its current one-tier structure, nor the general representation of UCB. The Board will review its governance structure at least once every 5 years. The last review was performed by the Board in October 2019.

3.4.1 Board of Directors

Composition of the Board and independent Directors

As of the General Meeting held on 25 April 2019, the Board of Directors1Mandates of Board Members in other listed companies are marked with an ‘*’. was composed as follows:

Evelyn du Monceau (portrait)

Evelyn du Monceau

Chair of the Board

1950 – Belgian

Evelyn du Monceau

Chair of the Board

1950 – Belgian

UCB Board mandate

  • Member since 1984
  • Chair of the Board since 2017
  • Vice Chair of the Board from 2006 to 2017
  • Chair of the Governance, Nomination and Compensation Committee since 2006
  • End of term: 2023

Experience

Over 30 years in the industrial sector, through several Board mandates and holding companies

Main external appointments

  • Member of the Board of Financière de Tubize SA*
  • Member of the Board of Solvay SA*
  • Member of the Compensation and Nomination Committees of Solvay SA
Pierre L. Gurdjian (portrait)

Pierre L. Gurdjian

Vice Chair of the Board

1961 – Belgian

Pierre L. Gurdjian

Vice Chair of the Board
Independent Director

1961 – Belgian

UCB Board mandate

  • Member since 2016
  • Member of the Governance, Nomination and Compensation Committee since 2016
  • End of term: 2020

Experience

Senior Partner at McKinsey and Co. where he was active for nearly three decades and senior professional in the field of Philanthropy and Education

Main external appointments

  • President of the Board of the Université Libre de Bruxelles
  • Member of the Board of Lhoist
Jean-Christophe Tellier (portrait)

Jean-Christophe Tellier

Chief Executive Officer

1959 – French

Jean-Christophe Tellier

Chief Executive Officer

1959 – French

UCB Board mandate

  • Member since 2014
  • End of term: 2022

Experience

Over 30 years in the pharmaceutical sector, with Ipsen and Novartis where he held several senior executive positions in different parts of the world

Main external appointments

  • President of the Board of EFPIA (European Federation of Pharmaceutical Industries and Associations)
  • Member of the Board of PhRMA (Pharmaceutical Research and Manufacturers of America)
  • Member of the Board of WELBIO (Walloon Institute for Life Lead Sciences)
Jan Berger (portrait)

Jan Berger

Independent Director

1957 – American

Jan Berger

Independent Director

1957 – American

UCB Board mandate

  • Member since 2019
  • End of term: 2023

Experience

Over 30 years as a tri-sector healthcare executive that has proven results as a senior executive in the three sectors of private, public and government services

Main external appointments

  • Member of the Board of Tabula Rasa Healthcare Inc.*
  • Member of the Board of Voluntis S.A.*
  • Member of the Board of GNS Healthcare
  • Member of the Board of Cambia Health Solutions
Alice Dautry (portrait)

Alice Dautry

Independent Director

1950 – French

Alice Dautry

Independent Director

1950 – French

UCB Board mandate

  • Member since 2015
  • Member of the Scientific Committee since 2015
  • End of term: 2023

Experience

Over 30 years in the scientific domain, mainly with Institut Pasteur of which she was the president (2005-2013)

Main external appointments

  • Member of the Board of Trustees of Institute of Science and Technology (Austria)
Kay Davies (portrait)

Kay Davies

Independent Director

1951 – British

Kay Davies

Independent Director

1951 – British

UCB Board mandate

  • Member since 2014
  • Chair of the Scientific Committee since 2014
  • Member of the Governance, Nomination and Compensation Committee since 2017
  • End of term: 2022

Experience

Over 20 years in scientific research at Oxford University

Main external appointments

  • Director of Biotech Growth Trust*
  • Director of Genomics England
  • Member of the Scientific Advisory Board of Sarepta Therapeutics
Albrecht De Graeve (portrait)

Albrecht De Graeve

Independent Director

1955 – Belgian

Albrecht De Graeve

Independent Director

1955 – Belgian

UCB Board mandate

  • Member since 2010
  • Member (since 2010) and Chairman (since 2015) of the Audit Committee
  • End of term: 2021

Experience

Over 30 years in global operations in various industry sectors (Alcatel, VRT and Bekaert)

Main external appointments

  • Chairman of the Board of Telenet Group Holding NV*
  • Chairman of the Board of Sibelco NV*
  • Independent Director of Euroclear Holding NV
Roch Doliveux (portrait)

Roch Doliveux

Director

1956 – French

Roch Doliveux

Director

1956 – French

UCB Board mandate

  • Member since 2017
  • End of term: 2021

Experience

Over 30 years in the pharmaceuticals with 10 years as UCB’s Chief Executive Officer and Chairman of the Executive Committee

Main external appointments

  • Chairman of the GLG Healthcare Institute
  • Chairman of the Board of the Pierre Fabre Group
  • Chairman of the Caring Entrepreneurship Fund (King Baudouin Foundation)
  • Member of the Board of Stryker Corporation*
Charles-Antoine Janssen (portrait)

Charles-Antoine Janssen

Director

1971 – Belgian

Charles-Antoine Janssen

Director

1971 – Belgian

UCB Board mandate

  • Member since 2012
  • Member of the Audit Committee since 2015
  • End of term: 2020

Experience

Over 20 years in operations, including UCB where he held several management positions, now managing private equity and impact investing activities

Main external appointments

  • Member of the Board of Financière de Tubize SA*
  • Managing Partner at Kois Invest
  • Co-founder, Board member, CIO and IC member of several Kois impact funds and related private companies
Cyril Janssen (portrait)

Cyril Janssen

Director

1971 – Belgian

Cyril Janssen

Director

1971 – Belgian

UCB Board mandate

  • Member since 2015
  • End of term: 2023

Experience

With over 20 years’ experience as an independent advisor, Cyril has held positions in both the audiovisual and non-governmental field. A strong advocate for children’s welfare, Cyril’s main focus for the past 10 years has been on investing in initiatives with a strong societal impact and those aimed at making life easier for families

Main external appointments

  • Member of the Board of Financière de Tubize SA*
  • Member of the Board of FEJ SRL
  • Member of the Steering Committee of the Caring Entrepreneurship Fund (King Baudouin Foundation)
Viviane Monges (portrait)

Viviane Monges

Independent Director

1963 – French

Viviane Monges

Independent Director

1963 – French

UCB Board mandate

  • Member since 2017
  • Member of the Audit Committee since 2018
  • End of term: 2021

Experience

30 years in finance functions mostly in the pharmaceutical industry (Wyeth, Novartis, Galderma, Nestlé)

Main external appointments

  • Member of the Board of Novo Holdings
  • Member of the Board of Idorsia*
  • Member of the Board of Voluntis S.A.*
  • Member of the Board of DBV Technologies*
Cédric van Rijckevorsel (portrait)

Cédric van Rijckevorsel

Director

1970 – Belgian

Cédric van Rijckevorsel

Director

1970 – Belgian

UCB Board mandate

  • Member since 2014
  • End of term: 2022

Experience

Over 20 years in the banking and financial sector, mainly with IDS Capital

Main external appointments

  • Member of the Board of Financière de Tubize SA*
  • Member of the Board of Barnfin SA
  • Managing Director and Founder of IDS Capital (Switzerland and U.K.)
Ulf Wiinberg (portrait)

Ulf Wiinberg

Independent Director

1958 – Danish/Swedish

Ulf Wiinberg

Independent Director

1958 – Danish/Swedish

UCB Board mandate

  • Member since 2016
  • Member of the Audit Committee since 2016
  • End of term: 2020

Experience

Almost 20 years of senior leadership experience in pharmaceutical companies and healthcare industry associations

Main external appointments

  • Member of the Board of Alfa Laval AB*
  • Member of the Board of Agenus Inc.*
  • Chairman of the Board of Hansa Medical*

At the General Meeting of 25 April 2019:

  • the mandates of Evelyn du Monceau, Cyril Janssen and Alice Dautry (independent Director) were renewed for a term of 4 years;
  • Jan Berger has been appointed as independent Director for a term of 4 years; and
  • the mandate of Norman J. Ornstein, independent Director, has not been renewed as he had reached the age limit of 70.

Alice Dautry, Kay Davies, Albrecht De Graeve, Viviane Monges, Pierre Gurdjian, Jan Berger and Ulf Wiinberg all qualify as independent Directors and meet the independence criteria as set forth by the previous article 526ter of the Belgian Companies Code, by the Board and by the 2009 Code as well as by the new provisions of article 7:87 of the BCCA together with provision 3:5 of the 2020 Code. 

Evelyn du Monceau, Charles-Antoine Janssen, Cyril Janssen and Cédric van Rijckevorsel are representatives of the Reference Shareholder and, as such, are not eligible to qualify as independent Director. Roch Doliveux was the CEO of UCB from 2005 until 31 December 2014. For this reason, he did not qualify as independent Director in accordance with the criteria set forth by the previous article 526ter of the previous Belgian Companies Code.

In 2019, the Board was therefore composed of a majority of independent Directors.

The mandates of Pierre Gurdjian, Charles-Antoine Janssen and Ulf Wiinberg will expire at the General Meeting of 30 April 2020. 

Upon recommendation of the Governance, Nomination and Compensation Committee (the “GNCC”), the Board of Directors will propose to the General Meeting of 30 April 2020:

  • the renewal of the mandates of Mr. Pierre Gurdjian and Mr. Ulf Wiinberg as independent Director for the statutory term of 4 years; and
  • the renewal of the mandate of Mr. Charles-Antoine Janssen as Director for the statutory term of 4 years.

In accordance with the information provided to the Company, Pierre Gurdjian and Ulf Wiinberg each meet the independence criteria stipulated by article 7:87 of the BCCA, by provision 3:5 of the 2020 Code and by the Board.

Upon confirmation of the above renewals by the General Meeting of 30 April 2020, and in accordance with the Charter, Pierre Gurdjian will remain Vice-Chair of the Board and member of the GNCC and Mr. Charles-Antoine Janssen and Mr. Ulf Wiinberg will both continue to be members of the Audit Committee. All special Board Committees will also continue to be composed of a majority of independent Directors. Notably the Audit Committee is chaired by Albrecht De Graeve, independent Director. Jean-Christophe Tellier is the only executive Director (CEO).

The Board of Directors of UCB is currently composed of 5 women out of a total of 13 members, exceeding the minimum required by article 7:86 of the BCCA (previous article 518bis §1 of the Belgian Companies Code).2This provision sets the minimum required number of directors of the other gender to 1/3rd (i.e. women in the case of UCB). Such minimum number should be rounded up to the closest entire number (13/3 = 4.33), the closest entire number being therefore 4.

Functioning of the Board

In 2019, the Board met seven times, including for its annual off-site strategic meeting (October) and one additional ad hoc meeting relating to the acquisition of Ra Pharmaceuticals, Inc. The attendance rate of its members was as follows:

 

 

1

Member as from 25 April 2019

2

Member until 25 April 2019

Evelyn du Monceau, Chair

100%

Pierre L. Gurdjian, Vice Chair

100%

Jean-Christophe Tellier, Executive Director

100%

Jan Berger1

100%

Alice Dautry

100%

Kay Davies

100%

Albrecht De Graeve

100%

Roch Doliveux

100%

Charles-Antoine Janssen

86%

Cyril Janssen

100%

Viviane Monges

100%

Norman J. Ornstein2

100%

Cédric van Rijckevorsel

100%

Ulf Wiinberg

71%

During the year, the Board also had several calls to be informed or updated on important projects or matters. It also used the written procedure at one occasion.

During 2019, the Board’s main areas of discussion, review and decisions included: the strategy of UCB and investments, strategic M&A (including the acquisition of Ra Pharmaceuticals, Inc.), the overall budget of the group, the follow up of the performance and execution of the strategy, the reports of the Audit Committee, the Scientific Committee and the GNCC, Corporate Governance (including the implementation of the BCCA and of the 2020 Code) and (re)organization of UCB (including the implementation of the new operational model), risk and risk management (including litigation regular update and a cyber security review), succession planning, the appointments reserved to the Board, the remuneration (including the remuneration policy and remuneration report) and Long-Term Incentives Plans policies, the financial statements and financial reporting, major finance transactions and corporate matters, business development and M&A projects, including but not limited to R&D contracts, investments, license agreements, as well as the reports and resolution proposals to the General Meeting.

UCB’s sustainability strategy is embedded in the overall strategy of UCB as defined by the Board, upon proposal of the Executive Committee. The Head of Sustainability directly reports to the CEO.

The general oversight of the IT strategy as well as cyber security is part of the Boards’ missions. Every year, the Board and its Audit Committee in particular have specific sessions dedicated to IT and cyber security strategies and operations. Digital transformation and strategy are also fully embedded in the overall strategy of UCB as defined by the Board, upon proposal of the Executive Committee.

There were no transactions or contractual relationships in 2019 between UCB, including its affiliated companies, and a member of the Board, giving rise to conflicts of interest, except as reported in section 3.12.

During 2019, the Board ensured an induction program for Jan Berger to cover UCB’s organization and activities as well as the various areas of expertise required in a biopharmaceutical company. This program was also open to existing members of the Board as a refresher. Management continued to engage with the Board throughout the year to answer questions or ensure proper follow up and understanding of UCB’s business and environment.

Since 2014 and twice a year (June and December Board meetings), the Board also holds a special session where the executive member (the CEO) is not present.

The secretary of the Board is Xavier Michel (Group Secretary General).

Assessment of the Board

In accordance with its Charter (section 3.5), the Board is to conduct an (internal) assessment on a regular basis and at least every other year. In 2019, the Board conducted a full Board assessment, carried out by an external consultant. The results of this assessment were analyzed by the GNCC and shared and discussed with the Board in December 2019. The evaluation overall showed that the functioning of the Board has strong fundamentals, aligned with clear processes and rules as per its Charter. Following this assessment, and while continuing to enrich its dynamics and engagement, the Board will further leverage on its strong fundamentals in the context of the acceleration of UCB’s business with a focus on the strategy, an emphasis on stewardship of key talents and capabilities and a continued attention to its succession plan, taking into consideration the evolution of UCB’s activities and business.

Honorary directors

The Board has nominated following directors as honorary directors:

  • Karel Boone, Honorary Chair
  • Mark Eyskens, Honorary Chair
  • Georges Jacobs de Hagen, Honorary Chair
  • Daniel Janssen, Honorary Deputy Chair
  • Gerhard Mayr, Honorary Chair
  • Prince Lorenz of Belgium
  • Alan Blinken
  • Arnoud de Pret
  • Michel Didisheim(†)
  • Peter Fellner
  • Guy Keutgen
  • Jean-Pierre Kinet
  • Tom McKillop
  • Gaëtan van de Werve
  • Jean-Louis Vanherweghem
  • Bridget van Rijckevorsel
  • Norman J. Ornstein

3.4.2 Board committees

Audit Committee

The Board has set up an Audit Committee whose functioning and terms of reference are in accordance with the BCCA, the 2009 and 2020 Code and the Charter. It is composed of a majority of independent Directors, all non-executive Directors, and is chaired by Albrecht De Graeve, also an independent Director. All members have the competencies in audit and accounting matters as required in accordance with article 7:99 of the BCCA (previous article 526bis of the Belgian Companies Code).

 

 

 

 

 

End of term of office

Independent Director

Attendance rate

1

Unable to attend one of the Audit Committee meetings due to sickness reasons.

Albrecht De Graeve, Chair

2021

x

100%

Charles-Antoine Janssen

2020

 

80%

Viviane Monges

2021

x

100%

Ulf Wiinberg1

2020

x

60%

The Audit Committee met five times in 2019. Each Audit Committee meeting includes separate private sessions attended solely by the internal and external auditors respectively without management presence. As necessary, the external auditors attended all or part of each Audit Committee meeting.

The Audit Committee meetings were also attended by Detlef Thielgen (EVP, Chief Financial Officer & Corporate Development), Doug Gingerella (Global Internal Audit) and Xavier Michel (Group Secretary General), who acts as secretary of the Audit Committee.

The meetings were also partly attended on a regular basis by Jean-Christophe Tellier (CEO), Evelyn du Monceau (Chair of the Board) and other members of the management or staff depending on the topic (accounting, tax, risk, pensions, quality, IT, …).

In 2019, and in accordance with its terms of reference (see the Charter available on UCB website), the Audit Committee monitored the financial reporting process (including the financial statements); internal control and risk management systems of UCB and their effectiveness; the internal audit and its effectiveness; the Audit Plan and resulting achievements; the statutory audit of the annual and consolidated accounts; the review and monitoring of Pensions schemes and liability; and the independence of the external auditor including the provision of additional services to UCB, which the Audit Committee reviewed and for which it authorized the fees. The Audit Committee also focused on the mandatory rotation of the external auditor and the monitoring of cyber security & IT controls.

Governance, Nomination and Compensation Committee

The Board has set up a Governance, Nomination and Compensation Committee (the “GNCC”), whose composition, functioning and terms of reference are in accordance with the BCCA, the 2009 and 2020 Code and the Charter. The composition of the GNCC is currently as follows:

 

 

 

 

 

End of term of office

Independent director

Attendance rate

Evelyn du Monceau, Chair

2023

 

100%

Kay Davies

2022

x

83%

Pierre L. Gurdjian

2020

x

100%

 

 

 

 

The GNCC met six times in 2019. The committee was attended by Jean-Christophe Tellier (CEO), except when discussing issues relating to him, and by Jean-Luc Fleurial (EVP & Chief Human Resources Officer), who has been acting as secretary of the GNCC, except when discussing issues relating to him and to CEO compensation.

In 2019, and in accordance with its terms of reference (see the Charter available on UCB website), the GNCC reviewed and made recommendations with respect to the appointments to be submitted to Board approval (Executive management as well as senior management positions), the performance of the Executive Committee members and their remuneration. It also proposed and reviewed the succession planning and new appointments of the members of the Board, the Executive Committee and senior executives, especially in the context of the implementation of the new operational model and related resizing of the Executive Committee. It reviewed and made relevant proposals or recommendations to the Board with respect to the future composition of the Board, to be effective as of approval by the General Meeting of 30 April 2020. It reviewed and submitted to Board approval the remuneration policy, the long-term incentives to be granted to the management (including the CEO) and the performance criteria to which these grants were linked. The GNCC has reviewed the total reward strategy and approach, has made an overall review of the Corporate Governance at UCB (implementation of the BCCA and 2020 Code as well as the Shareholder’s Right Directive), including the submission of an annual report on Corporate Governance to the Board. It also ensured the conduct of the full Board evaluation in Q4 2019 with the support of an external consultant.

A majority of the members of the GNCC is independent and meets the independence criteria stipulated by the previous article 526ter of the Belgian Companies Code, by the Board and by the 2009 Code, as well as by article 7:87 of the BCCA together with provision 3:5 of the 2020 Code. 

All members have the competencies and the expertise required in matters of remuneration policies as required by article 7:100, §2 BCCA (previous article 526quater §2 of the Belgian Companies Code).

Scientific Committee

The Scientific Committee assists the Board in its review of the quality of UCB’s R&D science and its competitive standing. The Scientific Committee is composed of members who have scientific and medical expertise and who are currently all independent. The Scientific Committee met three times in 2019. 

 

 

 

 

 

End of term of office

Independent director

Attendance rate

Kay Davies, Chair

2022

x

100%

Alice Dautry

2023

x

100%

 

 

 

 

They meet regularly with Dhaval Patel, EVP & Chief Scientific Officer. The members of the Scientific Committee are also closely involved in the activities of UCB’s Scientific Advisory Board (SAB) composed of external leading scientific medical experts. The SAB, composed of ad hoc experts, will provide scientific appraisal and strategic input as to the best way for UCB to become a more robust and thriving biopharmaceutical leader and to advise the Executive Committee on the strategic choices related to early stage R&D. The Scientific Committee’s main task is to report to the Board on the SAB’s appraisal of UCB’s research activities and strategic orientations.

1 Mandates of Board Members in other listed companies are marked with an ‘*’.

2 This provision sets the minimum required number of directors of the other gender to 1/3rd (i.e. women in the case of UCB). Such minimum number should be rounded up to the closest entire number (13/3 = 4.33), the closest entire number being therefore 4.