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External Audit

PricewaterhouseCooper

Represented by Bernard Gabriëls

The firms of the PricewaterhouseCoopers global network provide industry-focused audit services to build public trust and enhance value for clients and their stakeholders.

"PricewaterhouseCoopers" refers to the network of member firms of PricewaterhouseCoopers International Limited, each of which is a separate and independent legal entity. The PwC firms share common values, knowledge and expertise and clients are served worldwide following common methodologies and abiding by common policies and standards including a global Code of Conduct. PricewaterhouseCoopers is present in 153 countries.

In Belgium, more than 600 people deliver assurance and audit services to private companies, to the public and finance sector, as well as to international organisations and non-profit associations. PwC has four offices: Antwerp, Brussels, Ghent and Liège.

The PwC audit group ensures that financial reports and related non-financial information properly reflect the performance of a company in accordance with its accounting principles. Auditors make sure that a company's management, board and audit committee, as well as other stakeholders, receive timely, reliable and useful information.

Bernard Gabriëls
Statutory auditor

Graduated in Applied Economics (Antwerp University, Belgium), Bernard Gabriëls has over 30 years of experience in the audit profession, including a two year secondment to PricewaterhouseCoopers US and a one year transfer to PricewaterhouseCoopers UK. He is a member of the Supervisory Commission of the Belgian Institute of statutory auditors and acts as an executive professor. He is statutory auditor of various international companies belonging to different business areas.

Roles and responsibilities of the External Auditor(s)

The duties, powers and responsibilities of the external Auditor(s) are defined by law and by the Articles of Association of the Company.

Appointment of the External Auditor(s)

According to Belgian Law the External Auditor(s) of the UCB Group and UCB S.A. is (are) appointed for three years by the General Meeting of Shareholders upon proposal of the candidate(s) by the Board of Directors and on presentation of the Work Councils. His (their) terms may be renewed. The Board makes these proposals for appointment upon the recommendation of the Audit Committee which has been presented with the candidate(s), by the Chairman of the Executive Committee and by the Executive Vice-President Finance.

Until 2009, the General Meeting of Shareholders has appointed two External Auditors, both individual being independent from each other. They act collegially. As from the Shareholders' meeting to be held in 2009, on proposal of the Board, the External Auditor of the Company will be one Audit firm represented by a permanent representative.

Independence of the External Auditor(s)

  • By decision of the Board on a proposal of the Audit Committee and according to Corporate Governance best practices, the Auditor(s) and the companies with which he (they) is (are) associated, carry out only activities that are permitted under Belgian law, that will not impair his (their) independence and which have been approved in advance under the limits established by the Audit Committee.
  • The Audit Committee examines on a regular basis, a report from the External Auditor(s) describing the services rendered by the Auditor(s) and the related fees.
  • The Board of Directors is of the opinion that the renewal for more than one term of the External Auditor(s) term is not of such nature as to affect his/their independence; to the contrary their experience within/ and knowledge of the Group, of its control and reporting processes are considered a key asset in efficiency and cost-effectiveness.

Remuneration of External Auditor(s)

  • According to the Law the General Meeting of Shareholders sets the emoluments of the External Auditor(s) for the whole term (three years) of his (their) appointment which is a fixed amount.
  • The annual fees of the External Auditor(s) for the audit of the Group's consolidated accounts and of the Company's statutory accounts are disclosed in the relevant annual report.
  • On an annual basis the Audit Committee examines and approves if necessary the additional fees charged by the External Auditor(s) to the Company or to the Group's affiliates in excess of the fees approved by the General Meeting of Shareholders and to be disclosed, according to the Law, in the Company's relevant annual report.