Committees

Audit Committee

The Audit Committee assists the Board of Directors in fulfilling its monitoring responsibilities with respect to financial reporting, and control and risk management in the broadest sense. The Audit Committee’s key responsibilities include (i) monitoring the integrity of the Company’s financial statements and the Company’s accounting and financial reporting processes and financial statement audits, (ii) monitoring the effectiveness of the Company’s internal control and risk management systems, (iii) monitoring the internal audit function and its effectiveness, (iv) monitoring the performance of the external auditor and the statutory audit of the annual and consolidated accounts, (v) reviewing and monitoring the independence of the external auditor, (vi) informing the Board of Directors on the results of the statutory audit, and (vii) informing the Board of Directors on the Company’s ESG activities, as included in the Sustainability report which contains the non-financial information as required by articles 3:6, § 4 and 3:32, § 2 of the Belgian Companies Code.

Per 31 December 2022, the Audit Committee consisted of the following three directors, as identified in the table above: Jérôme Contamine (Chairman), Mary Kerr, and Peter Guenter. All members of the Audit Committee are non-executive directors, and are all independent within the meaning of article 7:87 of the Belgian Companies Code, provision 3.5 of the 2020 Code, and Rule 10A-3(b)(1) under the U.S. Securities Exchange Act of 1934, as amended (subject to the exemptions provided in Rule 10A-3(c) under such act. The Chairman of the Audit Committee is an independent non-executive director. Collectively, the members of the Audit Committee have sufficient relevant experience to fulfill their roles effectively, notably in financial matters (including, but not limited to, general accounting and financial reporting, as well as matters of audit, internal control, and risk control) and in the life sciences industry.

In 2022, the Audit Committee held nine 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, the monitoring of compliance matters, an update of the Audit Committee Complaints Procedure Policy, a cyber security incident and the onboarding of the new auditor. The Audit Committee acts as a collegial body. The overall attendance at the Audit Committee meetings in 2022 was 97%. The attendance rate at the Audit Committee meetings in 2022 for each of its members is set forth in the table above. Some of the meetings were attended by the statutory auditor of the Company.

Nomination Committee

The Nomination Committee makes recommendations to the Board of Directors with regard to the appointment of the members of the Board of Directors, the CEO, and the members of the Executive Committee. Per 31 December 2022, the Nomination Committee consisted of the following three directors, as identified in the table above: Dr. Rajesh Parekh (Chairman), Stoffels IMC BV (permanently represented by Dr. Paul Stoffels) and Jérôme Contamine. Collectively, the Nomination Committee members have sufficient relevant experience to fulfill their roles effectively.

Provision 4.19 of the 2020 Code recommends that the Board of Directors should set up a Nomination Committee with the majority of its members comprising independent non-executive directors. In deviation from this provision, the Nomination Committee consisted in 2022 of one executive director, one independent non-executive director and one non-executive director. The latter (Dr. Rajesh Parekh) no longer qualifies as independent pursuant to article 7:87 of the Belgian Companies Code and article 3.5 of the 2020 Code given his long tenure at Galapagos NV. The Board felt it was appropriate to appoint him as a member and Chairman of the Nomination Committee in view of his experience as former Chairman of the Board and to ensure a smooth transition to the new Chairman. Effective as of 21 March 2023, Dr. Elisabeth Svanberg was appointed as member and Chairman of the Nomination Committee, replacing Dr. Rajesh Parekh. 

The Nomination Committee meets as frequently as necessary to ensure effective operation of its responsibilities. In 2022, the Nomination Committee held six meetings, dealing with, among other things, matters pertaining to the hire of our new CEO, the proposal of new directors appointed at our Shareholders’ Meeting on 26 April 2022, our new governance structure, the proposal of our new Executive Committee members (as per 1 January 2023), and our 2022 Board evaluation. The Nomination Committee acts as a collegial body. The overall attendance at the Nomination Committee meetings in 2022 was 100%. The attendance rate at the Nomination Committee meetings in 2022 for each of its members is set forth in the table above.

Remuneration Committee

The Remuneration Committee makes recommendations to the Board of Directors with regard to the remuneration of the members of the Board of Directors, the CEO, and the members of the Executive Committee, including variable remuneration and long-term incentives, whether or not stock-related, in each case insofar as allowed by applicable laws and regulations.

Per 31 December 2022, the Remuneration Committee consisted of the following three non-executive directors, as identified in the table above: Dr. Rajesh Parekh (Chairman), Elisabeth Svanberg, and Jérôme Contamine, the majority of whom are independent members of the Board of Directors within the meaning of article 7:87 of the Belgian Companies Code and provision 3.5 of the 2020 Code. Collectively, the Remuneration Committee members have sufficient relevant experience to fulfill their roles effectively.

The Remuneration Committee meets as frequently as necessary to ensure effective operation of its responsibilities. In 2022, the Remuneration Committee held six meetings, dealing with, among other things, matters pertaining to the remuneration of our new CEO and Executive Committee members, grants of subscriptions rights, restricted stock units (RSUs) and bonuses, the packages of our retiring Chief Business Officer and Chief Medical Officer, and salary increases. The Remuneration Committee acts as a collegial body. The overall attendance at the Remuneration Committee meetings in 2022 was 100%. The attendance rate at the Remuneration Committee meetings in 2022 for each of its members is set forth in the table above. The CEO participated in those meetings where the remuneration of the Executive Committee members (other than the CEO) were discussed.