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 (the Belgian Code of Companies and Associations or the “BCCA”) to apply the 2020 Belgian Code on Corporate Governance or the “2020 Code” (which both entered into force on January 1, 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 Corporate Governance Statement, to be included in its (Integrated) Annual Report.
The Board of Directors of UCB (the “Board”) has established a Corporate Governance Charter (the “Charter”) since 2005. It describes the main aspects of corporate governance at 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 shareholder 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 relevant Code on Corporate Governance, international standards and the evolution of UCB. The latest version of the UCB Charter is available on the UCB website .
As required by the BCCA and the 2020 Code, 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 2020 Code has been applied in the last reporting year and, if applicable, an explanation of any deviations to the provisions of this Code (application of the comply or explain approach). This section of the Integrated Annual Report constitutes the Corporate Governance Statement for the year 2020.
- 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 implemented the BCCA in its articles of association at the general meeting of April 30, 2020.
- 2 The “2020 Belgian Code on Corporate Governance” is available on the website of the Belgian Corporate Governance Committee.