Board of Directors

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 Chief Financial Officer Karim Hajjar, the head of group internal audit and an external auditor, 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 per year, to discuss major risks to which the Group is exposed

The finance committee’s role is to give an opinion on financial matters such as interim and final dividend amounts, 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 long-term incentive plans, content for financial communications, and financing major investments. 
It also finalizes the preparation of press releases announcing financial results. 
When called upon, it gives opinions on board policies on the above matters and makes recommendations to the board of directors.

The compensation committee fulfills the duties imposed by Article 526 quarter section 5 of the Companies Code. It advises the board of directors on: 

• The company’s compensation policy and principles; 
• The compensation levels for members of the board of directors and the executive committee; 
• The chairman of the executive committee’s compensation, short- and long-term incentives, and performance assessment; 
• The new CEO's compensation package, including short- and long-term incentives;
• 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.

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.

The ESG committee considers the material ESG issues relevant to the group’s business activities, provides guidance and recommendations to the board, including in the context of the implementation and potential review of the Solvay One Planet sustainability strategy and the group’s non-financial reporting; and ensures the implementation of the new Corporate Sustainability Reporting Directive (CSRD), when applicable.