Committees

Audit committee

The role of the audit committee is to follow up on financial reporting and verification of financial data, safeguard the integrity of our financial reporting, verify and follow up on the internal control mechanisms, evaluate and verify the effectiveness of the risk assessment systems, follow up on the internal and external audit activities, review, monitor and evaluate the independence and performance of the external auditor and inform the supervisory board on the results of the statutory audit. The audit committee also reviews corporate social responsibility initiatives, as included in the CSR-report, which contains the non-financial information as required by articles 3:6 § 4 and 3:32 § 2 of the Belgian Companies Code.

At the end of 2021, the audit committee consisted of the following three supervisory board members, as identified in the table above: Mr. Rowe (chairman), Dr. Kerr and Mr. Guenter. All members of the audit committee are non-executive directors, the majority of whom are independent within the meaning of article 7:106 juncto article 7:87 of the Belgian Companies Code and provision 3.5 of the 2020 Code. The chairman is an independent non-executive director. All members of the audit committee have extensive experience in the life sciences industry. Mr. Rowe has relevant expertise 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 2021, the audit committee held eight meetings, in which it dealt with matters pertaining to, among other things, audit review, risk management, monitoring financial reporting, the monitoring of Sarbanes-Oxley compliant internal and external audit systems and assessing the need to have a formal internal audit function. The audit committee acts as a collegial body. The overall attendance at the audit committee meetings in 2021 was 96%. The attendance rate at the audit committee meetings in 2021 for each of its members is set forth in the table above. 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 supervisory board regarding the remuneration policy of Galapagos and the remuneration of supervisory board members and management board members, and selecting the appropriate candidates and making recommendations to the supervisory board in relation to the appointment of supervisory board members and management board members, including our new CEO.

At the end of 2021, the nomination and remuneration committee consisted of the following three non-executive directors, as identified in the table above: Dr. Parekh (chairman), Ms. Bosley and Dr. Svanberg, the majority of whom are independent supervisory board members within the meaning of article 7:106 juncto article 7:87 of the Belgian Companies Code and provision 3.5 of the 2020 Code. The committee has the necessary expertise in the area of remuneration policy.

The nomination and remuneration committee meets at least twice per year. In 2021, the nomination and remuneration committee held seven meetings, dealing with, among other things, matters pertaining to grants of subscription rights, RSUs and bonuses, the nomination and remuneration of management board members, including the severance package of our former CSO and the retirement package of our retiring CEO, salary increases and shareholder activism. The nomination and remuneration committee acts as a collegial body. The overall attendance at the nomination and remuneration committee meetings in 2021 was 93%. The attendance rate at the nomination and remuneration committee meetings in 2021 for each of its members is set forth in the table above. The CEO attended the meetings of this committee when the remuneration of the other members of the management board was discussed.