Our Charter of Corporate Governance

Solvay adheres to the highest corporate governance standards. As such, the company has issued a Corporate Governance Charter.

This charter is based on the values that are historically ingrained in our culture. It aims to provide comprehensive disclosure regarding the company’s governance in addition to the contents of its by-laws, as well as its commitment to maximizing value for shareholders and other stakeholders.

Additionally, Solvay has adopted the Belgian Code on Corporate Governance, which seeks to ensure transparency in corporate governance. We therefore also issue a Corporate Governance Statement in our annual report, comprising additional information related to Corporate Governance, including details on directors, executive compensation and relevant events.

2018-integrated annual report
Corporate Governance

Statement

Legal Compliance
Consult

By-laws

Solvay Board of Directors

Promoting transparency and long-term value creation is an integral part of Solvay’s culture. As such, our company is committed to the highest principles in terms of governance.

The Board of Directors embodies these values, steering Solvay’s development while advising the Executive Committee, which oversees its business operations. Together, these governance bodies define the Group’s long-term strategy, pursuing the vision of its founder, Ernest Solvay.

To ensure the highest level of governance performance, the Board of Directors has set up the following permanent specialist Committees.

Composition

Board Committees

C: Chairman
M: Member

Read their resumes

 

Audit 

Finance 

Compensation 

Nomination

Nicolas Boël   C C M
Ilham Kadri   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    
Evelyn du Monceau     M M
Françoise de Viron     M M
Amparo Moraleda     M C
Rosemary Thorne C      
Gilles Michel   M M M
Agnès Lemarchand M      
Matti Lievonen M M    
Philippe Tournay        

 

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.

Solvay Executive Committee

This overview includes Solvay’s Executive Committee’s size and composition, its roles and missions as defined by the Board of Directors, appointment and renewal procedures, the delegation of powers, the frequency and procedure of meetings, as well as the evaluation of its members and their compensation policy.

All matters related to Solvay’s Executive Committee are detailed in our Charter of Corporate Governance.