1. Role and Missions Responsibilities

1.1 Terms of reference

The Board of Directors is the Company’s governing body.

It has the power to take decisions on all matters which the law does not expressly attribute to the General Meeting of Shareholders. The Board acts collegially.

The roles and responsibilities and the functioning of the Board of Directors are determined by the Company's Articles of Association and by the terms of reference of the Board of Directors and its Committees described in this Charter.

Among the matters over which it may, by law take decisions, the Board of Directors has reserved key areas for itself, and has delegated wide powers of administration to an Executive Committee (see point 5).

It did not opt to create a Management Committee in the sense of the Belgian Company Code, since it preferred not to permanently delegate the powers granted to it by the law, and the general representation of the Company.

The Board’s role is to provide entrepreneurial leadership of the Company within a framework of prudent and effective controls which enables risks to be assessed and managed. The Board sets the Company’s strategic aims, ensures that the necessary financial and human resources are in place for the Company to meet its objectives and reviews management performance. The Board sets the Company’s values and standards and ensures that its obligations to its shareholders and others are understood and met. It takes collegiate responsibility for sound exercise of its authority and powers.

The powers the Board has reserved for itself concern mainly the following, and to this end it also receives all the information required in relation to each of them:

1. Definition of the Company’s mission, values and strategy
2. Monitoring of management
3. Appointment or removal:

from among its members, of the Chairmen and members of the Audit Committee and of the Remuneration and Nomination Committee
of the Chairman of the Executive Committee following a proposal by the Remuneration and Nomination Committee
of members of the Executive Committee following a proposal by the Remuneration and Nomination Committee, and recommendation by the Chairman of the Executive Committee
of senior executives on the recommendation of the Chairman of the Executive Committee
of persons in major external bodies or of persons outside UCB requested to represent UCB at certain subsidiaries, on the recommendation of the Chairman of the Executive Committee.

4. Finalising the accounts and income for the UCB Group and UCB S.A.
5. Preparation of the General Meeting of Shareholders and of the decisions proposed to be considered at the meeting
6. General organisation of UCB (and of the Group)
7. Approval of the annual investment budget and any operations necessitating additions to the budget
8. Determining an annual R & D programme
9. The long-term or major finance operations
10. Creating, establishing, closing, settling or transferring subsidiaries, branches, production locations or major divisions
11. Allotment, merger, division, purchase, sale or pledging of instruments and shares to a value exceeding 5 million EUR (*)
12. Purchase, sale or pledging of property assets to a value exceeding 5 million EUR (*) and leases over a period exceeding 9 years
13. The terms and conditions of plans for the grant of stock and stock options to employees
14. To be informed, at the end of every semester, of the charitable donations in excess of 10,000 EUR YTD by beneficiary.

At the request of the Chairman of the Executive Committee, the Board may also be asked to pronounce in the event of diverging opinions among a majority of the members of the Executive Committee and its Chairman.

1.2 Role of the executive and non-executive Directors

Within the framework of the functions performed by the Board of Directors, the executive Director and non-executive Directors have specific additional roles to play.

The executive Director communicates all information concerning company business and finances required for efficient running the Board of Directors.

Non-executive Directors discuss, in a critical and constructive fashion, the key policies and strategy proposed by the Executive Committee, and help develop these. They concern themselves in particular with rigorous assessment of the performance of the Executive Committee in attaining the agreed objectives.

The Executive Committee of which one of the main tasks is to prepare most of the decisions proposed to the Board of Directors and then to ensure they are put into practice, works closely with the Board in all matters for which the Board is exclusively empowered.