Committees of Galapagos NV’s Board of Directors
The Board of Directors has installed an Executive Committee, an Audit Committee and a Nomination and Remuneration Committee.
Executive Committee
Current composition of Galapagos NV’s Executive Committee
Onno van de Stolpe founded Galapagos NV in 1999 and has served as our Chief Executive Officer and a member of the Board of Directors from 1999 to the present. From 1998 to 1999, he was the Managing Director of Genomics at IntroGene B.V. (later Crucell N.V., which was acquired by Johnson & Johnson Services, Inc. in 2011). Prior to joining IntroGene in 1998, he was Managing Director of Molecular Probes Europe B.V. He established the European headquarters after joining Molecular Probes, Inc. in the United States. Previously, he worked for The Netherlands Foreign Investment Agency in California, where he was responsible for recruiting biotechnology and medical device companies to locate in The Netherlands. Onno started his career as Manager of Business Development at MOGEN International N.V. in Leiden. He received an MSc degree from Wageningen University. Onno also serves as a member of the supervisory board of the Stichting Institute for Human Organ and Disease Model Technologies and has in the past served as a member of the board of directors of DCPrime B.V.
Piet Wigerinck, Ph.D. joined Galapagos in April 2008 from Tibotec-Virco Comm. VA (a subsidiary of Johnson & Johnson Services, Inc.) where he was the Vice President, Drug Discovery, Early Development and CM&C, and a member of the Management Board. He started his professional career as a medicinal chemist at Janssen Research Foundation in 1992. He then joined Tibotec Group NV in 1998, where, under his leadership, TMC114 (PrezistaTM) and TMC435 (OlysioTM) were selected and moved forward into clinical trials. Piet played a key role in Tibotec’s expansion into novel diseases such as Hepatitis C and advanced several compounds into Phase 1 and Phase 2 clinical trials. He brings over 15 years of research and development experience from both large pharmaceutical companies and biotechnology companies to our company. Piet holds a Ph.D. from the K.U. Leuven and is inventor on more than 25 patent applications.
Bart Filius, MBA has served as our Chief Financial Officer since December 2014. Prior to that, Bart worked over 13 years at Sanofi S.A. since 2001, where he was the Chief Financial Officer of Sanofi Europe during the last three years. Earlier at Sanofi, he was the Country Manager and Chief Financial Officer of Sanofi in The Netherlands. Before that, he was Vice President for Mergers & Acquisitions, during which time he led and completed the divestiture of various franchises. Prior to joining Sanofi, he was a strategy consultant at Arthur D. Little. Bart has an MBA degree from INSEAD and a bachelor’s degree in business from Nyenrode Business University.
Andre Hoekema, Ph.D. is responsible for M&A, licensing and Intellectual Property at Galapagos. He had the lead in rolling out our pharmaceutical alliance strategy since its start in 2006, and is the architect of our two collaborations with AbbVie (filgotinib and CF). Andre joined Galapagos in March 2005 from Invitrogen Corporation, where he was Managing Director of Corporate Development Europe, overseeing licensing and M&A for Invitrogen Europe. He brings 20 years of biotech experience from positions at Molecular Probes Europe B.V. (Managing Director of the European office), Crucell N.V. (Director of Business Development and Intellectual Property), Koninklijke DSM N.V., MOGEN International N.V. (Research and Project Management), and Genentech, Inc. (postdoctoral researcher). Andre studied Chemistry and holds a Ph.D. from Leiden University. During his Ph.D. work, he invented the binary vector system for the genetic modification of plants, which he published in Nature in 1983; this has since then become the global standard in the field of agricultural biotech. He is the author of more than 30 peer-reviewed scientific papers, and an inventor of over 20 series of patent applications, resulting in 15 patents issued in the United States.
About the Executive Committee of Galapagos NV
The tasks of the Executive Committee include the following matters: the research, identification and development of strategic possibilities and proposals which may contribute to Galapagos’ development in general, the drafting and development of policy guidelines to be approved by the Board of Directors, Galapagos’ management through, among other things, the implementation of policy guidelines, the supervision of the actual performance of the business compared to its strategic goals, plans and budgets, and the support of the CEO with the day-to-day management of Galapagos.
On 31 December 2014, the Executive Committee consisted of four people: Mr Van de Stolpe (CEO, also executive Director), Dr Andre Hoekema (Senior Vice President, Corporate Development), Dr Piet Wigerinck (Chief Scientific Officer) and Mr Bart Filius (CFO, starting from 1 December 2014). Mr David Smith (former CEO, Galapagos Services) was a member of the Executive Committee until 1 April 2014 and Mr Guillaume Jetten (former CFO) was a member of the Executive Committee until 1 May 2014.
The Executive Committee meets regularly, and in principle once per month.
Audit Committee
The role of the Audit Committee is to follow up on financial reporting and verification of financial data, verify and follow up on the internal control mechanisms, evaluate and verify the effectiveness of the risk assessment systems, and follow up on the internal and external audit activities.
At the end of 2014, the Audit Committee consisted of the following three Directors: Dr Cautreels (Chairman), Dr Van Barlingen and Mr Rowe. All members of the Audit Committee are non-executive Directors, the majority of whom are independent. The Chairman is an independent non-executive Director and has extensive experience in financial matters (including general accounting and financial reporting) and in matters of audit, internal control and risk control. The other members have extensive experience in these matters as well.
In 2014, the Audit Committee held 6 meetings, in which it dealt with matters including audit review and risk management. The Audit Committee acts as a collegial body. The overall attendance (present or represented) at the Audit Committee meetings in 2014 was 100%. Some of the meetings were attended by the Statutory Auditor.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee’s role is twofold: providing recommendations to the Board of Directors regarding the remuneration policy of Galapagos and the remuneration of Directors and members of the Executive Committee, and selecting the appropriate candidates and making recommendations to the Board of Directors in relation to the appointment of Directors and members of the Executive Committee.
At the end of 2014, the Nomination and Remuneration Committee consisted of the following three non-executive Directors: Dr Parekh (Chairman), Dr Sato and Ms. Bosley, the majority of whom are independent Directors. Following Dr Sato’s resignation effective as of 31 December 2014, Dr Cautreels joined the Nomination and Remuneration Committee. The Committee has the necessary expertise in the area of remuneration policy.
The Nomination and Remuneration Committee meets at least twice per year. In 2014, the Nomination and Remuneration Committee made recommendations on 4 occasions, dealing with matters including grants of warrants and bonuses, the appointment of Mr Bart Filius as CFO, the review of Galapagos’ remuneration policy and salary increases. The Nomination and Remuneration Committee acts as a collegial body. The overall attendance rate (present or represented) at the Nomination and Remuneration Committee meetings in 2014 was 100%. The CEO attended the meetings of this Committee when the remuneration of the other members of the Executive Committee was discussed.
Composition of Board Committees (excluding Executive Committee)
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Audit Committee |
Nomination and Remuneration Committee |
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Onno van de Stolpe |
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Raj Parekh |
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Harrold van Barlingen |
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Werner Cautreels1 |
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Howard Rowe1 |
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Katrine Bosley1 |
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