Galapagos’ corporate governance policies
Galapagos has adopted the Belgian Corporate Governance Code 2009 (which can be consulted on www.corporategovernancecommittee.be) as its reference code. Galapagos NV’s Board of Directors approved a Corporate Governance Charter. The Corporate Governance Charter, which is available on Galapagos’ website www.glpg.com, is applicable in addition to the law, Galapagos NV’s articles of association and the corporate governance provisions included in the Belgian Companies Code and the Belgian Corporate Governance Code 2009.
The Corporate Governance Charter includes the following specific rules and charters:
- Charter of the Board of Directors
- Charter of the Audit Committee
- Charter of the Nomination- and Remuneration Committee
- Charter of the Executive Committee
- Dealing Charter (which provides procedures and guidelines to prevent abuse of insider information and to prevent insider trading and market manipulation).
The Board of Directors strives to comply with the rules of the Belgian Corporate Governance Code 2009 as much as possible. At the same time, the Board of Directors is of the opinion that Galapagos can be justified in not adhering to certain provisions of the Belgian Corporate Governance Code 2009, in view of the activities of Galapagos, its size and the specific circumstances in which Galapagos operates. In such cases, which are mentioned in this corporate governance statement, Galapagos applies the “comply or explain” principle. Reference is made to the “Remuneration of non-executive Directors of Galapagos NV” section and the “Shares, warrants or other rights to acquire shares awarded to, exercised by or expired for the Galapagos NV Executive Committee members during financial year 2014” section.
In addition to the information set out below, we refer to the “Risk management” and “Risk factors” sections of this report for a description of the most important characteristics of the internal control and risk management systems of Galapagos. The “Risk Management” and “Risk Factors” sections are incorporated by reference in this corporate governance statement.