Corporate Governance

Corporate governance at Galapagos NV

Galapagos NV (the “Company”) is administered by a Board of Directors and run by an Executive Committee. Their respective functions and responsibilities are defined in the Company’s Articles of Association and Corporate Governance Charter.

The Board of Directors is the ultimate decision-making body of the Company, with the overall responsibility for the management and control of the Company and is authorized to carry out all actions that are necessary or useful for the realization of the Company’s object except for those reserved to the shareholders’ meeting by applicable law.

Composition (as of 19 September 2023)

• 9 members
• 6 independent directors (67%)
• 6 nationalities
• 3 women (33%)
• mandate of up to 4 years

The Board has delegated certain powers to manage the Company to the Executive Committee. The Executive Committee is responsible and accountable to the Board for the discharge of its responsibilities.

The Executive Committee is supported by the Management Committee. It is an informal committee, providing advice and assistance to the Executive Committee, to support the latter’s decision-making in all relevant areas.

The Company has adopted the 2020 Belgian Corporate Governance Code as its reference code and has established a Corporate Governance Charter, describing the main aspects of governance at the Company. The Company also adopted a Code of Conduct and a Dealing Code, amongst other policies.

Since 26 April 2022, the Company has a one-tier governance structure as provided by the Belgian Companies Code, with a combined Chair/CEO. The Company shall review periodically whether the chosen governance structure is still appropriate. As long as the CEO serves as the Chair, a Lead Non-Executive Director will act as the principal liaison between the Non-Executive Directors and the Chair. The Lead Non-Executive Director also serves as Vice-Chair of the Board. On 21 March 2023, Jérôme Contamine was appointed by the Board as Lead Non-Executive Director.

To enhance the effectiveness of the Board and taking into account applicable legal requirements and corporate governance recommendations, the Board has created four specialist committees:

The Audit Committee

The Audit Committee assists the Board in fulfilling its monitoring responsibilities in respect of control in the broadest sense, including risks. The Audit Committee is also responsible for monitoring and making recommendations to the Board regarding the Company’s ESG oversight structure and the Company’s strategy for public disclosure with respect to ESG matters.

Composition

As of 19 September 2023, the Audit Committee consists of 3 members (100% independent):

• Jérôme Contamine (Chair, Non-Executive Independent Director)
• Simon Sturge (Non-Executive Independent Director)
• Peter Guenter (Non-Executive Independent Director)

The Nomination Committee

The Nomination Committee provides recommendations to the Board on the appointment of directors, the CEO and the members of the Executive Committee.

Composition

As of 21 March 2023, the Nomination Committee consists of 3 members (67% independent):

• Elisabeth Svanberg (Chair, Non-Executive Independent Director)
• Stoffels IMC BV, represented by Dr. Paul Stoffels (Executive Director)
• Jérôme Contamine (Non-Executive Independent Director)

The Science and Development Committee

The Science and Development Committee provides input and advice to the Board of Directors on matters relating to the Company’s Research and Development (“R&D”) strategy, and serves as a resource, as needed, regarding scientific, medical and product safety matters.

Composition

As of 19 September 2023, the Science and Development Committee consists of 5 members (60% independent):

• Dan Baker (Chair, Non-Executive Independent Director)
• Linda Higgins (Non-Executive Non-Independent Director)
• Elisabeth Svanberg (Non-Executive Independent Director)
• Susanne Schaffert (Non-Executive Independent Director)
• Stoffels IMC BV (represented by Dr. Paul Stoffels) (Executive Director)

The Remuneration Committee

The Remuneration Committee provides recommendations to the Board regarding the remuneration policy of the Company and the remuneration of directors and Executive Committee members.

Composition

As of 21 March 2023, the Remuneration Committee consists of 3 members (100% independent):

• Elisabeth Svanberg (Chair, Non-Executive Independent Director)
• Jérôme Contamine (Non-Executive Independent Director)
• Dan Baker (Non-Executive Independent Director)

Tax Governance

For more information on our tax governance, please consult the Galapagos Global Tax Strategy.

For more information on our passive foreign investment company (PFIC) status for the year 2022, please consult the PFIC Annual Information Statement for Galapagos NV.

Statutory Auditor

BDO Bedrijfsrevisoren BV, a limited liability company (besloten vennootschap / societé à responsabilité limitée), with its registered office at Da Vincilaan 9/E.6, 1930 Zaventem, Belgium, permanently represented by Ellen Lombaerts, was appointed as statutory auditor of Galapagos NV by the Annual Shareholders’ Meeting held on 25 April 2023, for a term of three years expiring immediately after the Annual Shareholders’ Meeting to be held in 2026 which will have decided upon the annual accounts for the financial year to be ended on 31 December 2025.