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.
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)
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:
As of 19 September 2023, the Science and Development Committee consists of 5 members (60% independent):
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.
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.
Articles of Association ENG
Articles of Association NL
Anti-Bribery and Anti-Corruption Policy
Anti Discrimination and Harassment Policy
Code of Conduct
Identifying and Declaring Personal Interests
Corporate Governance Charter