Corporate governance
The Belgian Code on Corporate Governance seeks to ensure transparency in corporate governance by requiring every listed company to disclose information in two separate documents: the Corporate Governance Charter and the Corporate Governance Statement in the annual report.
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Corporate Governance Charter
The Solvay Corporate Governance Charter is based on a strong tradition of values that are historically ingrained in the Solvay group’s culture, aiming at providing a more comprehensive and transparent disclosure of Solvay’s governance, in addition to the contents of its by-laws.
The Board of Directors is convinced that adhering to the highest corporate governance standards shows its commitment to maximizing value for all Company’s shareholders and other stakeholders.
Solvay has adopted the 2009 Belgian Corporate Governance Code as its reference code in governance matters taking into account the specific international aspects of the Group.
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Corporate Governance Statement in the annual report
In addition, Solvay provides in its annual report a Corporate Governance Statement, which gives the information required by the Belgian Companies’ Code. This Statement includes additional factual information with respect to Solvay’s Corporate Governance and relevant modifications thereto, together with details on directors and executive compensation and of relevant events that took place during the preceding year.
Solvay is committed to the highest governance principles and seeks to consistently enhance corporate governance performance, emphasizing transparency and promoting a sustainable culture of long-term value creation.
Solvay’s governance bodies are responsible for the Group’s long term approach, pursuing the vision of Solvay’s founder, and implementing the strategy. The Board of Directors is entrusted with steering Solvay’s development strategy while advising the Executive Committee, which oversees its business operations.
The Board of Directors has set up the following permanent specialist Committees.
The Audit Committee hears reports from the Chief Financial Officer, the head of the Group Internal Audit and the auditor in charge of the external audit (Deloitte, represented by Mr. Michel Denayer). It also examines the quarterly report by the Group General Counsel on significant ongoing legal disputes and reports on tax and intellectual property disputes.
It meets alone with the auditor in charge of the external audit whenever it deems such a meeting useful.
The Chairman of the Executive Committee and CEO (Mr. Jean-Pierre Clamadieu) and all other Board members are invited, once a year, to discuss the major risks to which the Group is exposed.
The Committee gives its opinion on financial matters such as:
- the amounts of the interim and final dividends,
- the levels and currencies of indebtedness in the light of interest rate developments,
- the hedging of foreign exchange and energy risks,
- the hedging policy of the long-term incentive plans,
- the content of financial communication,
- and the financing of major investments.
It finalizes the preparation of the press releases announcing the quarterly results. It may also be called upon to give opinions on Board policies on these matters.
The Compensation Committee fulfills the mission imposed on it by law. In particular, it advises the Board of Directors on Compensation policy and compensation levels for members of the Board of Directors and the Executive Committee, and is informed every year about the compensation of General Management.
It also gives its opinion to the Board of Directors and/or Executive Committee on the Group’s principal compensation policies (including long-term incentive plans). It also prepares the report on compensation.
The Nominations Committee gives its opinion on appointments to the Board of Directors (Chairman, new members, renewals and committees), to Executive Committee positions (Chairmanship and members) and to general management positions.
Board Committees
C: Chairman
M: Member
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|
Audit | Finance | Compensation | Nomination |
|---|---|---|---|---|
| Nicolas Boël | C | C | M | |
| Jean-Pierre Clamadieu | M | |||
| Bernard de Laguiche | M | M | ||
| Jean-Marie Solvay | M | M | ||
| Marjan Oudeman | M | |||
| Charles Casimir-Lambert | M | |||
| Baron Hervé Coppens d'Eeckenbrugge | M | M | ||
| Yves-Thibault de Silguy | M | M | C | |
| Evelyn du Monceau | M | M | ||
| Françoise de Viron | M | M | ||
| Amparo Moraleda | M | M | ||
| Rosemary Thorne | C | |||
| Gilles Michel | M | M | M | |
| Agnès Lemarchand | M | |||
| Matti Lievonen | ||||
| Philippe Tournay |
Internal procedures
Members of the Executive Committee
Jean-Pierre Clamadieu
He was appointed CEO of the Rhodia Group in 2003 and Chairman & CEO in 2008. After the merger with Solvay, he became member of the Executive Committee in September 2011 and CEO in 2012. Jean-Pierre Clamadieu has been appointed Chairman of Engie in May 2018 and will leave Solvay on March 1, 2019 - date on which Ilham Kadri will take her role as CEO.
He holds a degree in engineering awarded by the Ecole Nationale Supérieure des Mines de Paris. Jean-Pierre Clamadieu also holds seats on the Boards of Directors of Faurecia and Axa.
Vincent De Cuyper
From 2006 to 2012, he served as Group General Manager of the Chemicals Sector.
Since 2006 he has been a member of the Executive Committee of Solvay.
Vincent De Cuyper holds a degree in Civil Chemical Engineering awarded by the Catholic University of Louvain-la-Neuve.
Augusto Didonfrancesco
Manager of Specialty Polymers, and then returned to Italy in 2011 to become President of the newly created Global Business Unit Solvay Specialty Polymers. In 2018, he joined the Executive Committee of Solvay.
Augusto Di Donfrancesco, an Italian national, graduated from Pisa University in 1985 with a Bachelor’s degree in Chemical Engineering.
Hua Du
Hua Du, a national of Hong Kong SAR, China, graduated in 1990 from Beijing University with a major in BS Chemistry. In 1995, he obtained a PhD in Organic Chemistry from the University of Illinois, Urbana-Champaign.
Karim Hajjar
In his first job, he became a partner at Grant Thornton Chartered Accountants which he joined in 1984. He moved on to Royal Dutch/Shell where between 1995 and 2004 he was amongst others deputy CFO of Shell Chemicals.
Karim Hajjar was CFO of Tarmac Group from 2005 to 2009 and its managing director until 2010.
Pascal Juéry
In 2008 he moved back to the USA to take the helm of Novecare. Pascal Juéry joined the Rhodia executive committee in 2010.
After the merger with Solvay, he took up the responsibility of President of Solvay Essential Chemicals. He has been appointed Member of the Executive Committee of Solvay as from January 1st, 2014.
Pascal Juéry, a French national, is a graduate of the European Business School of Paris (ESCP).
Cécile Tandeau de Marsac
Cécile Tandeau de Marsac, a French national, is graduate from a Management and Business School –Ecole Supérieure de Commerce de Rouen (E.S.C Rouen).
