33. Related parties
Intercompany transactions between Galapagos NV and its subsidiaries, and amongst the subsidiaries, have been eliminated in the consolidation and are not disclosed in this note.
In 2014 and 2013, Galapagos NV and its affiliates had no trading transactions with parties that are considered as related parties as defined in IAS24.
Potential conflicts of interest between the Company and its directors
Pursuant to a power of attorney granted by the Shareholders’ Meeting held on 29 April 2014, the Board, upon recommendation of the Nomination and Remuneration Committee, allocated the aggregate annual remuneration for all Directors (other than Dr. Parekh and the CEO) for the exercise of their mandate as a Director of Galapagos NV in 2014, amounting in total to maximum €200 thousand (plus expenses) as follows: (a) remuneration for non-executive Directors who do not represent a shareholder (Dr. Van Barlingen and Mr. Rowe): €20 thousand; (b) remuneration for non-EU-based directors (who do not represent a shareholder) and/or for Directors who actively and on a regular basis provide independent clinical, scientific and/or transactional advice to the Board of Directors (Dr. Cautreels, Dr. Sato and Ms. Bosley): €40 thousand; and (c) additional remuneration for the Chairman of the Audit Committee (Dr. Cautreels): €5 thousand. The aforementioned amounts are identical to the remuneration of the Directors for the exercise of their mandate during the previous years. Dr. Parekh, the Chairman of the Board, is compensated through a consultancy agreement only (see note 34).
There are no loans between Galapagos NV and the members of its Board of Directors or its Executive Committee.
The remuneration of key management (including the CEO) is set out in note 34.
In 2014 (as in 2013), there were no arrangements or understandings with major shareholders pursuant to which a representative of such shareholder became a member of the Board of Directors or the Executive Committee of the Group.
In 2014, a total of 119,260 warrants were issued to the Directors, of which 100,000 for the CEO; these warrants were issued by the Board of Directors within the framework of the authorized capital, in accordance with the resolution of the Shareholders’ Meeting of 29 April 2014. In 2013, the total number of warrants issued to Directors was 124,240 (of which 100,000 for the CEO); these warrants were issued by the Board of Directors within the framework of the authorized capital, in accordance with the resolution of the Shareholders’ Meeting of 30 April 2013.