1. Role and Responsibilities of the Executive Committee

The role and responsibilities of the Executive Committee are established by the Board of Directors, which last redefined these at its meeting on October, 25 2007.

1.1 Terms of reference

The Executive Committee constitutes UCB's top management.

It directs the Group in its widest context and ensures sound operation of general Group management.

It ensures implementation, checking and coordination of the Group's strategic plans in the areas of research and development, operations, financial, administrative, risk and legal issues, human resources and investment.

It may delegate part of its functions to the Chairman of the Executive Committee.

The Executive Committee, in particular, is charged with the following functions by the Board of Directors:

Daily management of UCB. The daily management of UCB subsidiaries or companies linked to UCB is nevertheless entrusted to general managers appointed by the Board of Directors from each entity, which may in turn be composed of all or some members of the Executive Committee;
It submits to the Board of Directors all matters for which the Board is responsible;
It implements the strategies and decisions of the Board of Directors;
It draws up a report on the execution of its functions for the Board of Directors;
In matters not relating to Human Resources, it proposes the following to the Board of Directors via the Chairman of the Executive Committee:
1. the values of the Group, its mission and its general strategies (their preparation and implementation)
2. R & D programme and investment budgets
3. long term or major financial operations
4. the consolidated Group accounts and UCB accounts, on a yearly and half-yearly basis
5. the creation, establishment, closure, divestment or transfer of subsidiaries, branches, large divisions or production sites
6. allotment, merger, division, purchase, sale or pledging of shares to a value exceeding 5 million EUR
7. purchase, sale or pledging of tangible or intangible fixed assets to a value exceeding 5 million EUR and leases over a period exceeding 9 years
8. for information, at the end of every semester, the charitable donations in excess of 10,000 EUR YTD by beneficiary.
In matters concerning Human Resources, it proposes the following to the Board of Directors:

general organization of the Group and of UCB
on behalf of the Executive Committee, he recommends appointment or dismissal of senior executives to the Board of Directors
candidates from outside UCB for the post of UCB representative in certain organisations or for directorship posts at subsidiaries, whose appointment requires the approval of the Board of Directors.

It approves the Group's operating budget and the long term plans it submits for the opinion of the Board of Directors
It takes decisions with regard to the following:
- Major short term operations, and cash and banking operations not reserved for the Board of Directors
- Allotment or transfer of Group shareholdings and similar operations not reserved for the Board of Directors
- Operations in relation to real estate, not reserved for the Board of Directors
- In its responsibility for the daily management of UCB, the Executive Committee takes decisions for major engagements and commitments, not reserved for the Board
- It has delegated to each of its members, the day to day management of UCB that belongs to his/her scope of activity as well as the thereto related engagements or commitments for amounts not exceeding 3 million EUR if covered by the annual operating budget and not exceeding 1 million EUR if the item is not covered by said budget but replacing another covered item
- The Executive Committee has authorized each of its members to subdelegate, under their responsibility, part of these powers to their staff, within limits approved by the Executive Committee
- Commitments and engagements under the delegation of authority by the Executive Committee to its members are made under the supervision of the financial controller of the Group
- Commitments and engagements under the subdelegation of authority by the members of the Executive Committee to their staff, exceeding 250,000 EUR, are made under the supervision of the financial controller of the Group
- Commitments and engagements under the subdelegation of authority by the members of the Executive Committee to their staff, not exceeding 250,000 EUR, are made under the supervision of the financial controller of the relevant part of the organization.
With regard to appointments:
- It draws up a classification of the existing posts at UCB
- It decides appointments, modifications of function and revocations of those holding senior management posts, and draws up a list of these
- It delegates the task of appointments of UCB staff to members of the Executive Committee and other senior Group Vice-Presidents (SVPs), with the exception of appointments to senior management
- It authorises the managers referred to in the point above to delegate the responsibility for staff appointments to certain members of their staff, except in the case of management and other senior posts
- It pronounces on the candidature of members of Group staff for directorship functions or as managers of subsidiaries or affiliates
- It approves the candidates for Auditor's functions at subsidiaries or affiliates on the recommendation of the Executive Vice-President Finance.
With regard to remuneration, on a yearly basis it sets out its remuneration policy and the rules concerning adaptation of fixed and variable remuneration of UCB staff not reserved for the Remuneration and Nomination Committee or the Board of Directors.

1.2. The Chairman of the Executive Committee

The principal functions of the Chairman of the Executive Committee are as follows:

1. With regard to appointments and dismissal:

o he recommends to the Remuneration and Nomination Committee, following consultation with its Chairman, for approval by the Board, the appointment and dismissal of members of the Executive Committee;

o on behalf of the Executive Committee, he recommends appointment or dismissal of senior executives to the Board of Directors (double emploi, voir p.32)

2. He presides over, organises and directs the Executive Committee. In this capacity, in particular he decides the agenda and the proposals to be discussed by the Committee. He holds the casting vote in the event of a tie;

3. He submits reports to the Board of Directors where there is divergence of opinion among a majority of members of the Executive Committee and the Chairman of the Executive Committee;

4. He reports to the Board of Directors on behalf of the Executive Committee;

5. He is responsible for preparing, executing and supervising decisions concerning development of the Company, allocation of financial resources and purchase or transfer of know-how, patents and trade marks;

6. He may be entrusted, by the members of the Executive Committee, with the exercise of all or part of daily management at UCB and the organisation and supervision of subsidiaries and companies linked to the Group;

7. With regard to remuneration:
o He proposes to the Remuneration and Nomination Committee, in conjunction with its Chairman, the conditions, salaries, bonuses and grant of free UCB stock or stock options to be agreed for the other members of the Executive Committee
o With respect to the structure and form approved by the Board of Directors, and in conjunction with the Chairman of the Remuneration and Nomination Committee, he sets the remuneration for Directors and Auditors at subsidiaries or associated companies where these posts are remunerated

o He recommends (cfr. 4.3.1.2., bullet 2) to the Remuneration and Nomination Committee, in conjunction with its Chairman, the criteria for grant of free UCB stock, performance shares or stock options, which may be awarded by decision of the General Meeting of Shareholders or the Board of Directors to UCB staff and/or groups of staff

8. He sets the conditions, salaries and bonuses to be awarded to senior executives;

9. He may delegate a number of his tasks with regard to remuneration to other members of the Executive Committee.