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.

 

  • 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.

 

  • 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.

 

 

Audit Committee

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.

Finance Committee

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.

Compensation Committee

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.

Nomination Committee

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

Read their resumes

 

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