6. Remuneration for the Directors

6.1 Remuneration policy

As a principle the remunerations of the Directors should be sufficient to attract, retain and motivate those who have the profile determined by the Board; the remuneration level should take into account the responsibilities and time commitment of the Board members. In addition to this principle the amounts proposed by the Remuneration and Nomination Committee are based on two benchmarks, one being the fixed and variable remuneration of Directors of the Bel 20 listed Belgian companies and the other being the remuneration paid by European biopharmaceutical companies.

On the basis of the recommendations drawn up by the Remuneration and Nomination Committee as to the form and structure of remuneration, the Board of Directors proposes the remuneration for Directors and Board Committee’s members at the General Meeting of Shareholders.

A directorship term at UCB is remunerated by fixed emoluments approved by the General Meeting of Shareholders; Board members also receive presence fees for each Board meeting in which they participate. A directorship does not make Directors eligible for any variable remuneration linked to results or other performance-related criteria, nor does it grant rights to free shares or stock options, or to an extra-legal pension plan.

Considering their supplementary duties and liabilities, the Directors who are also members of a Board Committee are entitled to an additional fixed remuneration. For the same reason the remuneration fees of the Chairman of the Board and the Chairman of each Board Committee are twice these of the members of the Board or of the Committees. These remunerations are also submitted to the General Meeting of Shareholders for approval.

Expenses incurred by the Directors within the framework of and in accordance with the needs of their function as a Board member or as a member of a Board Committee, are paid by the Company.

The individual remunerations and presence fees paid to the Board members are disclosed annually in UCB’s annual report.

6.2 Basic remuneration of Directors and presence fees

Remuneration for each Director was set at the 2008 General Meeting of Shareholders at 60,000 EUR per year, of the Chairman of the Board of Directors at 120,000 EUR per year and of the Vice Chair of the Board of Directors at 90,000 EUR per year. The same meeting fixed the presence fees of the Directors, of the Chairman and of the Vice Chair of the Board at 1,000 EUR, 2,000 EUR and 1,500 EUR per meeting respectively

6.3 Board Committees members remuneration

The annual additional remuneration of the Directors members of the Board Committees are fixed at 7,500 EUR and of the Chairmen of the Board Committees at 15,000 EUR.

6.4 Other directorships of non-executive Directors in the UCB Group

Some non-executive Directors are non-executive Directors of other companies in the UCB Group for which they may be entitled to compensation, remuneration or director fees which are disclosed, as the case may be, in the annual report of the Group for the relevant year.