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 2023, the Audit Committee consisted of the Directors as identified in the table above. The Chair and other 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). 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.

The Audit Committee meets as frequently as necessary to ensure effective operation of its responsibilities. In 2023, 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, the onboarding of the new auditor, and (the accounting treatment of) the intended transfer of the Jyseleca® business to Alfasigma. The Audit Committee acts as a collegial body. The overall attendance at the Audit Committee meetings in 2023 was 100%. The attendance rate at the Audit Committee meetings in 2023 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 2023, the Nomination Committee consisted of the Directors as identified in the table above. The majority of its members are non-executive independent Directors. The Chair of the Nomination Committee is a non-executive independent Director. 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 until 20 March 2023 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 Chair of the Nomination Committee in view of his experience as former Chair of the Board and to ensure a smooth transition to the new Chair. Effective as of 21 March 2023, Dr. Elisabeth Svanberg was appointed as member and Chair of the Nomination Committee, replacing Dr. Rajesh Parekh.

The Nomination Committee meets as frequently as necessary to ensure effective operation of its responsibilities. In 2023, the Nomination Committee held seven meetings, dealing with, among other things, matters pertaining to the search for new Directors and Executive Officers, the proposal to reappoint certain Directors at our Shareholders’ Meeting on 25 April 2023,  and succession planning. The Nomination Committee acts as a collegial body. The overall attendance at the Nomination Committee meetings in 2023 was 100%. The attendance rate at the Nomination Committee meetings in 2023 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 2023, the Remuneration Committee consisted of the Directors as identified in the table above. The Chair and other members of the Remuneration Committee are non-executive Directors and are all independent 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 2023, the Remuneration Committee held ten meetings, dealing with, among other things, matters pertaining to the remuneration of our new Executive Committee member, grants of subscriptions rights, restricted stock units (RSUs) and bonuses, the packages of our retiring President, Chief Operating Officer and Chief Financial Officer, and Chief Commercial Officer, the review of the Remuneration Policy and Remuneration Report, and salary increases. The Remuneration Committee acts as a collegial body. The overall attendance at the Remuneration Committee meetings in 2023 was 100%. The attendance rate at the Remuneration Committee meetings in 2023 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) was discussed.

Science and Development Committee

The Science and Development Committee provides input and advice to the Board of Directors on matters relating to the Company’s Research and Development (“R&D”) strategy, and serves as a resource, as needed, regarding scientific, medical, and product safety matters.

Per 31 December 2023, the Science and Development Committee consisted of the Directors as identified in the table above. The majority of its members are non-executive independent Directors. The Chair of the Science and Development Committee is a non-executive independent Director. Collectively, the Science and Development Committee members have sufficient relevant experience to fulfill their roles effectively.

The Science and Development Committee meets as frequently as necessary to ensure effective operation of its responsibilities. In 2023, the Committee held one meeting, dealing with, among other things, the review of business development opportunities. The Science and Development Committee acts as a collegial body. The overall attendance at the Science and Development Committee meeting in 2023 was 100%.