Leadership

• Articles of association

• Ipsen SA_Internal Rules of the Board of Directors – 28 May 2024

• Compensation of corporate officers – FY 2023 & 2024
• Information relating to compensation elements of Mr. David Loew – 29 May 2024
• Compensation policy for corporate officers – AGM 28 May 2024

The role of the Nomination Committee is mainly to:

• make proposals to the Board of Directors concerning the re-election, replacement or appointment of new Directors, ensuring the balance and complementarity of the skills of the directors and the diversity of their profiles and organize a procedure to select future independent directors; give its opinion on the recruitment or the replacement of the Chief Executive Officer or Deputy Chief Executive Officers, if applicable, as well as on members of the Executive Leadership Team;
• design a plan for replacement of Company Officers, so as to be able to propose replacement solutions to the Board in the event of an unforeseen vacancy;
• regularly review directors training plans and the process for welcoming and integrating new directors.

The Nomination Committee is comprised of a minimum of three directors and a maximum of six directors, including at least one-third of independent directors, chosen from among Directors who are not executive officers. It meets at least twice a year.

Chairperson:

• Carol XUEREF

Members:

• Pascal TOUCHON¹
• Beech Tree S.A.², represented by Philippe BONHOMME

Notes:
¹Independent member,
²Company governed by Luxembourg law

The role of the Committee is to:

In terms of CSR, including ethics and compliance:

• examine the Group’s CSR issues, risks and opportunities and provide advice, proposals and recommendations to the Board on CSR strategy;
• review the Group’s CSR policies and commitments, assess the implementation of the CSR strategy;
• monitor its performance and alignment with the Group’s strategy;
• review the definition of the Group’s fundamental values and its ethics and compliance policy;
• submit recommendations on ethics and compliance to the Board of Directors and discuss all issues relating to ethics and compliance referred to it by the Board;
• ensure the dissemination throughout the Group of the Code of Ethics and general ethics policies defined by the Group and their updates;
• examine the Group’s risks mapping from an ethics and compliance and CSR standpoint;
• review the Group’s ethics and compliance activity report;
• receive any information concerning possible breaches of the ethics and compliance policy and review action plans implemented to address these;

In terms of governance, including ethics:

• examine the evolution of corporate governance rules, particularly those of the AFEP-MEDEF Code, and report its conclusions and recommendations to the Board; monitor the application of the rules of corporate governance defined by the Board of Directors and ensure that the information is given to shareholders on this subject; specify, where appropriate, the recommendations of the AFEP-MEDEF Code that are not applied and explain the reasons in an understandable, relevant and detailed manner;
• examine situations of potential conflicts of interest of members of the Company’s Board of Directors and communicate the results of its findings in accordance with an internal procedure which protects confidentiality;
• prepare, under the direction of the Chairperson of the Committee, in liaison with the Vice-Chairperson of the Board or a specially appointed director, the annual “restricted session” of the Board of Directors on its operation, without the presence of the Chairperson of the Board, the Chief Executive Officer and the executive members;
• give an opinion, in liaison with the Chairperson of the Board, on the list of independent directors of the Board of Directors when appointing a director and annually for all directors;
• carry out, under the direction of the Chairperson of the Committee, a formal evaluation of the structure, size and composition of the Board, periodically and at least every three years, and make recommendations to the Board regarding any changes;
• if applicable, ensure the implementation of a mechanism to prevent and detect corruption and influence peddling. It receives all of the information needed for this purpose;
• also ensure that the executive officers implement a policy of non-discrimination and diversity, notably with regard to the balanced representation of women and men on the governing bodies.

Chairperson:

• Margaret LIU¹

Members

• Naomi BINOCHE²
• Carol XUEREF
• Beech Tree S.A.³, represented by Philippe BONHOMME

Notes:
¹Independent member,
²Director representing the employees,
³Company governed by Luxembourg law

The role of the Audit Committee is mainly to:

• evaluate the accounting policies used to prepare both the statutory and consolidated financial statements, review and assess the consolidation scope and the relevance of the accounting methods applied to the Group;
• examine, before they are presented to the Board, the interim statutory and consolidated financial statements, together with budgets and forecasts;
• control the quality and compliance with procedures, and evaluate the information received from management, internal committees and internal and external auditors;
• monitor the effectiveness of internal control and risk-management systems;
• examine the risk exposure, including those of a social and environmental nature;
• supervise the selection and reappointment of the statutory auditors, and satisfy itself as to their independence;
• examine the scope and approach of the audits undertaken by the statutory auditors on consolidated financial statements, including significant risks and the identification of the main uncertainties;
• examine the detail and relevance of the fees paid by the Company and the Group to the statutory auditors and ensure that these fees and corresponding services are not liable to affect their independence;
• take account of the annual review of major litigations.

The Audit Committee is comprised of a minimum of three Directors and a maximum of six Directors at the most, including two-thirds of independent Directors, chosen from among Directors who are not executive officers. The Audit Committee meets at least four times a year.

Chairperson:

• Karen WITTS¹

Members :

• Pascal TOUCHON¹
• Beech Tree S.A.², represented by Philippe BONHOMME

Notes:
¹Independent member,
²Company governed by Luxembourg law

The role of the Compensation Committee is to:

• make proposals to the Board of Directors on all components of the compensation paid to the Group’s corporate officers, senior management and senior executives;
• be informed on all matters pertaining to the recruitment of the Group’s main senior managers, other than the Chief Executive Officer, as well as on decisions concerning the fixing or changing of any part of their compensation;
• issue a recommendation on the amount and allocation of Directors’ fees among Board members;
• make recommendations to the Board of Directors on Group compensation policies as well as employee savings plans, employee share ownership schemes, stock options and bonus shares or any other similar forms of compensation.

The Compensation Committee is comprised of a minimum of three directors and a maximum of six directors, half being independent directors, chosen from among Directors who are not executive officers. It meets at least twice a year.

Chairman:

• Antoine FLOCHEL

Members

• Laetitia DUCROQUET²
• Piet WIGERINCK¹
• Karen WITTS¹
• Carol XUEREF

Notes:
¹Independent member,
²Director representing the employees

The role of the Innovation and Development Committee is to:

• review the proposals presented by Management on internal Research & Development programs, Business Development and Merger & Acquisitions;
• follow the update of the Business Development portfolio by therapeutic areas;
• review divestiture programs if any to be endorsed later by the Board.

The Innovation and Development Committee is comprised of the Chairman of the Board and five other permanent members of the Board of Directors. It meets at least four times a year.

Chairman:

• Marc de GARIDEL

Members:

• Antoine FLOCHEL
• Margaret LIU¹
• Michèle OLLIER
• Pascal TOUCHON¹
• Piet WIGERINCK¹

Permanent guests:

• Highrock SARL², represented by Anne BEAUFOUR
• Henri BEAUFOUR
• David LOEW

Notes:
¹Independent member,
²Company governed by Luxembourg law