Ipsen Group

Ipsen is one of the world’s top 20 biopharmaceutical companies in terms of oncology sales

• In 2017, our oncology division contributed 60% share of our global sales
• Our portfolio includes medicines for medullary thyroid cancer, pancreatic cancer, breast cancer, renal cell carcinoma, neuroendocrine tumors, bladder cancer, carcinoid syndrome and prostrate cancer
• Our goal is to add new oncology assets to our portfolio and we are actively looking at a number of partnerships and acquisitions.

Neuroscience is advancing at an unprecedented rate and Ipsen is at the forefront of this transformation

• Our portfolio includes medicines for cervical dystonia, adult spasticity, blepharospasm, hemifacial spasm, hyperhidrosis and pediatric lower limb spasticity
• We are just one of a handful of companies specializing in botulinum toxin, which causes a reduction in abnormal muscle contraction, allowing the muscle to become less stiff
• Through our 9 Ixcellence Network we promote global knowledge sharing of spasticity and dystonia and are proud that since its launch in 2012, we have trained over 700 physicians.

A disease is defined as ‘rare’ when it effects less than 2,000 people

•  An estimated 350million + patients are suffering from one of over 7,000 rare diseases globally
• Yet, some 95% of rare diseases do not have a single FDA-approved drug treatment
• Operating in the area of rare diseases requires a distinct operating model and specific capabilities, which we are proud to demonstrate at Ipsen
• Our current portfolio includes medicines that treat acromegaly (a rare disease caused by excessive growth hormone), growth failure in children and a drug for the treatment of central precocious puberty.

Our Consumer Health division is focused on putting the patient first

• We do this by designing simple, safe, effective and accessible treatments
• Our portfolio includes medicines for GI conditions, symptomatic gout, memory deficit, concentration disturbances, vertigo, tinnitus, irritative cough, muscle spasms and pain
• We are focused on building our presence in the targeted geographies of China, France, Italy, Russia, Central & Eastern Europe and Algeria and further expanding our portfolio through the extension of our existing brands and external acquisitions.

Ipsen’s commitment to R&D is our bold promise to launch at least one new drug or meaningful new indication every year.

Our end goal is to ensure that we bring innovative medicines to market to address unmet patient needs as quickly as possible.

We are proud of our valuable pipeline, encompassing both the lifecycle management of our established products and the development of new molecules including small molecules, neurotoxins, peptides and radiopharmaceuticals.

We will secure our future by building a pipeline of innovative medicines, establishing our leadership position in key therapeutic areas, ensuring sustainable lifecycle management and, most importantly, creating a company of inspiring people throughout our R&D organization.

We are focused on expanding our external innovation capabilities while continuing to focus on select in-house research. We now have innovation hubs in Paris-Saclay in France, Oxford in the United Kingdom, Cambridge in the United States and in Asia.  Alongside these internationally reputed scientific hubs, we also have a further five R&D sites throughout the world and sustain contact with other leading academic research, medical and technology centres.

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 four other permanent members of the Board of Directors. It meets at least four times a year.

The Innovation and Development Committee replaces the Strategic Committee since June 7, 2017. In 2017, the missions of the Committee have been redefined and its name modified accordingly. Due to this transformation, the Committee met only three times during this financial year.

Chairman: Marc de Gardiel

Members

• Antoine Flochel
• Margaret Liu*
• Michèle Ollier
• Paul Sekhri*
• Piet Wigerinck*

Permanent guests

• Anne Beaufour
• Henri Beaufour
• David Meek

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. It met five times in 2017.

Chairperson: Carol Stuckley*

Members :

• Philippe Bonhomme
• Paul Sekhri*

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. The committee met five times in 2017.

Chairperson: Carol Xueref

Members:

• Philippe Bonhomme
• Paul Sekhri*

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. The committee met four times in 2017.

Chairman: Antoine Flochel

Members

• Carol Stuckley*
• Piet Wigerinck*
• Carol Xueref

The role of the Committee with respect to Ethics is mainly to:

• review the definition of the Group’s fundamental values and its ethics and compliance policy as well as to discuss and submit recommendations on ethics and compliance to the Board of Directors; 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 standpoint, the ethics and compliance activity report and the organisation of the ethics and compliance function and make recommendations, when relevant;
• if applicable, ensure the implementation of a mechanism to prevent and detect corruption and influence peddling;
• also ensure that the executive officers implement a policy of non-discrimination and diversity.

With respect to Governance, the role of the Committee is mainly to:

• examine the evolution of corporate governance rules and report its conclusions and recommendations to the Board and 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;
• examine situations of potential conflicts of interest of members of the Company’s Board of Directors and communicate the results of its findings ; and give a technical opinion on the mandates and functions performed outside the Group by Directors and Corporate Officers, at the time of their appointment and annually;
• give an opinion on the list of independent directors of the Board of Directors when appointing a director and annually for all directors;

prepare the annual “restricted session” of the Board of Directors on its operation, and carry out a formal evaluation periodically, and at least every three years, and make recommendations to the Board regarding any changes;

The Ethics and Governance Committee is comprised of a minimum of three directors and a maximum of six directors, including at least one independent director. It meets at least twice a year. The committee met four times in 2017.

Chairperson: Margaret Liu*

Members

• Philippe Bonhomme
• Carol Xueref