Leadership Team

The role of the Nomination Committee is mainly to:

• make proposals to the Board of Directors concerning the re-election, replacement or appointment of new Directors, ensuring the balance and complementarity of the skills of the directors and the diversity of their profiles and organize a procedure to select future independent directors; give its opinion on the recruitment or the replacement of the Chief Executive Officer or Deputy Chief Executive Officers, if applicable, as well as on members of the Executive Leadership Team;
• design a plan for replacement of Company Officers, so as to be able to propose replacement solutions to the Board in the event of an unforeseen vacancy;
• regularly review directors training plans and the process for welcoming and integrating new directors.

The Nomination Committee is comprised of a minimum of three directors and a maximum of six directors, including at least one-third of independent directors, chosen from among Directors who are not executive officers. It meets at least twice a year.

Chairperson:

• Carol XUEREF

Members:

• Paul SEKHRI¹
• Beech Tree S.A.², represented by Philippe BONHOMME

Notes: ¹Independent member, ²Company governed by Luxembourg law

The role of the Committee with respect to Ethics is mainly to:

• review the definition of the Group’s fundamental values and its ethics and compliance policy as well as to discuss and submit recommendations on ethics and compliance to the Board of Directors; ensure the dissemination throughout the Group of the Code of Ethics and general ethics policies defined by the Group and their updates;
• examine the Group’s risks mapping from an ethics and compliance standpoint, the ethics and compliance activity report and the organization of the ethics and compliance function and make recommendations, when relevant;
• if applicable, ensure the implementation of a mechanism to prevent and detect corruption and influence peddling;
• also ensure that the executive officers implement a policy of non-discrimination and diversity.

With respect to Governance, the role of the Committee is mainly to:

• examine the evolution of corporate governance rules and report its conclusions and recommendations to the Board and monitor the application of the rules of corporate governance defined by the Board of Directors and ensure that the information is given to shareholders on this subject;
• examine situations of potential conflicts of interest of members of the Company’s Board of Directors and communicate the results of its findings ; and give a technical opinion on the mandates and functions performed outside the Group by Directors and Corporate Officers, at the time of their appointment and annually;
• give an opinion on the list of independent directors of the Board of Directors when appointing a director and annually for all directors;
• prepare the annual “restricted session” of the Board of Directors on its operation, and carry out a formal evaluation periodically, and at least every three years, and make recommendations to the Board regarding any changes;

The Ethics and Governance Committee is comprised of a minimum of three directors and a maximum of six directors, including at least one independent director. It meets at least twice a year.

Chairperson:

• Margaret LIU¹

Members

• Naomi BINOCHE²
• Carol XUEREF
• Beech Tree S.A.³, represented by Philippe BONHOMME

Notes: ¹Independent member, ²Director representing the employees, ³Company governed by Luxembourg law

The role of the Audit Committee is mainly to:

• evaluate the accounting policies used to prepare both the statutory and consolidated financial statements, review and assess the consolidation scope and the relevance of the accounting methods applied to the Group;
• examine, before they are presented to the Board, the interim statutory and consolidated financial statements, together with budgets and forecasts;
• control the quality and compliance with procedures, and evaluate the information received from management, internal committees and internal and external auditors;
• monitor the effectiveness of internal control and risk-management systems;
• examine the risk exposure, including those of a social and environmental nature;
• supervise the selection and reappointment of the statutory auditors, and satisfy itself as to their independence;
• examine the scope and approach of the audits undertaken by the statutory auditors on consolidated financial statements, including significant risks and the identification of the main uncertainties;
• examine the detail and relevance of the fees paid by the Company and the Group to the statutory auditors and ensure that these fees and corresponding services are not liable to affect their independence;
• take account of the annual review of major litigations.

The Audit Committee is comprised of a minimum of three Directors and a maximum of six Directors at the most, including two-thirds of independent Directors, chosen from among Directors who are not executive officers. The Audit Committee meets at least four times a year.

Chairperson:

• Karen WITTS¹

Members :

• Paul SEKHRI¹
• Beech Tree S.A.², represented by Philippe BONHOMME

Notes: ¹Independent member, ²Company governed by Luxembourg law

The role of the Compensation Committee is to:

• make proposals to the Board of Directors on all components of the compensation paid to the Group’s corporate officers, senior management and senior executives;
• be informed on all matters pertaining to the recruitment of the Group’s main senior managers, other than the Chief Executive Officer, as well as on decisions concerning the fixing or changing of any part of their compensation;
• issue a recommendation on the amount and allocation of Directors’ fees among Board members;
• make recommendations to the Board of Directors on Group compensation policies as well as employee savings plans, employee share ownership schemes, stock options and bonus shares or any other similar forms of compensation.

The Compensation Committee is comprised of a minimum of three directors and a maximum of six directors, half being independent directors, chosen from among Directors who are not executive officers. It meets at least twice a year.

Chairman:

• Antoine FLOCHEL

Members

• Laetitia DUCROQUET²
• Piet WIGERINCK¹
• Karen WITTS¹
• Carol XUEREF

Notes: ¹Independent member, ²Director representing the employees

The role of the Innovation and Development Committee – Specialty Care is to:

• review the proposals presented by Management on internal Research & Development programs, Business Development and Merger & Acquisitions;
• follow the update of the Business Development portfolio by therapeutic areas;
• review divestiture programs if any to be endorsed later by the Board.

The Innovation and Development Committee is comprised of the Chairman of the Board and five other permanent members of the Board of Directors. It meets at least four times a year.

Chairman:

• Marc de GARIDEL

Members:

• Antoine FLOCHEL
• Margaret LIU¹
• Michèle OLLIER
• Paul SEKHRI¹
• Piet WIGERINCK¹

Permanent guests:

• Highrock SARL², represented by Anne BEAUFOUR
• Henri BEAUFOUR
• David LOEW

Notes: ¹Independent member, ²Company governed by Luxembourg law

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