Solvay Corporate Governance
Solvay governance in practice
Solvay governance bodies – the Board of Directors and the Executive Committee – are responsible for setting out the Group’s long-term strategy, upholding the vision of Solvay’s founder and implementing our transformation strategy.
How is Solvay implementing an effective corporate governance?
Solvay is administered by a Board of Directors and run by an Executive Committee. The Board of Directors is entrusted with challenging and supporting the executives in the development of strategies. The Executive Committee, in turn, oversees the Group’s business operations.
Solvay’s Governance Bodies reflect the culture of collaboration that the Group aims to reinforce across its teams. The Chairman of the Board of Directors and the Chairman of the Executive Committee and CEO maintain regular and constructive dialog, sharing information and embodying this culture at the highest level.
Detailed respective functions and responsibilities are defined in Solvay Governance Charter, available in the downloadable documents below.
Solvay governance bodies
Solvay Board of Directors
- 15 members
- 10 independent directors (65%)
- 7 nationalities
- 7 women (45%)
- 4-year mandate
- Age limit: 70
Solvay Executive Committee
- 6 members
- 5 nationalities
- 1 women (15%)
Shareholders & shareholders' meetings
Solvay major shareholders
Solvay’s reference shareholder, Solvac, has a holding of over 30%. 80% of its capital is owned by descendants of Solvay’s founding families: 2,400 people who have no individual influence on the Group’s strategic decisions, but who provide strong support for that strategy. This shareholding structure is a key asset for the Group, ensuring permanence for its long-term strategic vision.
Shareholders' meetings
The General Meeting of Shareholders is convened once a year, on the second Tuesday of May, for its Ordinary meeting. A General Meeting of Shareholders may also be called in Special or Extraordinary circumstances whenever the Company interests dictate. Rules relating to General Meetings and main rights and obligations of Shareholders are further detailed in the Corporate Governance Charter.
Main corporate governance documents
Solvay has adopted the Belgian Code of Corporate Governance (second edition) published on March 2009 as its reference Code taking into account the specific international aspects of the Company. As part of these rules, Solvay, as a publicly traded company, has adopted a Code of Business Conduct, including a Code of Share Dealing.
The Corporate Governance Charter established by the Board of Directors aims at providing a comprehensive and transparent disclosure of the Company’s governance. It defines the system of checks and balances between the shareholders/investors, the Board and the management to shape an efficiently functioning company, ideally geared to produce long-term, sustainable value. It will be continuously updated as required.
Articles of Association & by-laws
Solvay SA is incorporated in Belgium, with its registered office at rue de Ransbeek 310, 1120 – Brussels. See below Solvay Articles of Association updated in 2012, 2014 and 2015.
Solvay Board of Directors
Solvay’s Board of Directors promotes good governance practices that create transparent dialog with the Group’s stakeholders. It makes overall strategy and policy decisions and supervises their implementation. Its members collaborate as a team with a shared vision and purpose and are fully aligned behind the company’s strategy.
All together, Board members work on topics such as Innovation, Strategy and Sustainability, receiving training through dedicated sessions and workshops. Once a year, a Board session focuses on trends in global sustainable development, including climate change and risks and opportunities.
Four specialized committees (Nomination Committee, Audit Committee – both led by an independent Director –, Finance Committee and Compensation Committee) provide the Board with advisory opinions in their individual areas of competence:
Solvay Board of Directors' Committees
The Audit Committee assists the Board in its responsibility of monitoring the management of Solvay and the Solvay Group as a whole.
The committee hears reports from the Chief Financial Officer (Karim Hajjar), the head of the Group Internal Audit and the auditor in charge of the external audit (Deloitte, represented by Michel Denayer). It also examines the quarterly report from 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 deemed useful.
The Chairman of the Executive Committee and Chief Executive Officer (Ilham Kadri) and all other Board members are invited, once a year, to discuss the major risks to which the Group is exposed.
| 7 members (85% independent) |
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The Finance Committee’s role is to give an opinion on financial matters such as the amounts of the interim and final dividends, the levels conditions and currencies of indebtedness, monitoring the credit strength of the Group’s balance sheet, hedging foreign exchange and risks, the hedging policy for the long-term incentive plans, the content of financial communication, and financing major investments.
It also finalizes the preparation of the press releases announcing results.
When called upon, it gives opinions on Board policies on the above matters and makes recommendations to the Board of Directors.
| 6 members (50% independent) |
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The Compensation Committee fulfills the duties imposed by Article 526 quarter section 5 of the Companies Code. It advises the Board of Directors on:
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The Company’s compensation policy and principles;
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The compensation levels for members of the Board of Directors and the Executive Committee;
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The Chairman of the Executive Committee’s compensation, short-term incentives and long-term incentives, and performance assessment;
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The determination of the new CEO's compensation package, including short-and-long term incentives;
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The allocation of long-term incentives (performance share units and stock options) to the Company’s senior management.
It prepares the annual compensation report for the Corporate Governance Statement and receives a yearly report about the compensation of General Management.
| 6 members (65% independent) |
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The Nomination 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.
| 6 members (65% independent) |
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Members of Solvay Board of Directors
Nicolas Boël, Chairman
Belgian
Non independent director
Appointed in: 1998
Presence at Board meetings in 2018 (10/10)
Ilham Kadri, CEO
French-Moroccan
Non independent Director
Appointed in 2019
Presence at Board meetings in 2018 (N/A)
Bernard de Laguiche
French/Brazilian
Non independent Director
Appointed in 2006
Presence at Board meetings in 2018 (10/10)
Jean-Marie Solvay
Belgian
Non independent Director
Appointed in 1991
Presence at Board meetings in 2018 (10/10)
Charles Casimir-Lambert
Belgian
Independent Director
Appointed in 2007
Presence at Board meetings in 2018 (10/10)
Hervé Coppens d'Eeckenbrugge
Belgian
Independent Director
Appointed in 2009
Presence at Board meetings in 2018 (9/10)
Evelyn du Monceau
Belgian
Independent Director
Appointed in 2010
Presence at Board meetings in 2018 (10/10)
Françoise de Viron
Belgian
Independent Director
Appointed in 2013
Presence at Board meetings in 2018 (9/10)
Amparo Moraleda
Spanish
Independent Director
Appointed in 2013
Presence at Board meetings in 2018 (10/10)
Rosemary Thorne
British
Independent Director
Appointed in 2014
Presence at Board meetings in 2018 (10/10)
Gilles Michel
French
Independent Director
Appointed in 2014
Presence at Board meetings in 2018 (9/10)
Marjan Oudeman
Dutch
Independent Director
Appointed in 2015
Presence at Board meetings in 2018 (10/10)
Agnès Lemarchand
French
Independent Director
Appointed in 2017
Presence at Board meetings in 2018 (10/10)
Matti Lievonen
Finnish
Independent Director
Appointed in 2017
Presence at Board meetings in 2018 (5/6)
Philippe Tournay
Belgian
Independent Director
Appointed in 2017
Presence at Board meetings in 2018 (6/6)
Internal procedures
Solvay Executive Committee
As Solvay’s principal executive organ of governance, the Executive Committee plays an entrepreneurial role and fosters operational agility.
The Executive Committee is collectively responsible for Solvay’s overall performance, protecting the Group’s interests and ensuring that it is looking to the long term. It gives shape to the strategy, steers the Group’s business portfolio, and ensures that value creation targets are met. Each member is responsible for overseeing a number of Global Business Units (GBUs), Functions, or Zones.
Although Solvay’s GBUs have a high level of autonomy, the Executive Committee is responsible for optimizing the allocation of human, financial, and material resources to achieve the highest possible level of sustainable performance and value creation.
Members of Solvay Executive Committee
Ilham Kadri, Chairman
French-Moroccan
Appointed in 2019
Presence at meetings in 2018 (N.A.)
Vincent De Cuyper
Belgian
Appointed in 2006
Presence at meetings in 2018 (13/13)
Karim Hajjar
British
Appointed in 2013
Presence at meetings in 2018 (13/13)
Hua Du
Chinese
Appointed in 2018
Presence at meetings in 2018 (9/9)
Augusto Di Donfrancesco
Italian
Appointed in 2018
Presence at meetings in 2018 (9/9)
Hervé Tiberghien
French
As of September 2019
Presence at meetings in 2018 (N.A.)