Solvay Board of Directors

15 members
7 nationalities
10 independent directors
7 women
4-year mandate
70 as age limit

Solvay’s board of directors promotes good governance practices that create transparent dialogue among 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 per year, a board session focuses on trends in global sustainable development, including climate change and risks and opportunities.

Five specialized committees — nomination committee; audit committee (both led by an independent director) finance committee, ESG committee and compensation committee — provide the board with advisory opinions in their individual areas of competence:

Solvay Board Committees

 

Audit Committee

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

6 members
  • Rosemary Thorne (Chair and Independent Director)
  • Marjan Oudeman (Independent Director)
  • Matti Lievonen (Independent Director)
  • Wolfgang Colberg (Independent Director)
  • Laurence Debroux (Independent Director)
  • Edouard Janssen (Director)

Corporate Secretary: Dominique Golsong 

Finance Committee

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.

7 members 
  • Nicolas Boël (Chair)
  • Ilham Kadri (Director)
  • Baron Hervé Coppens d’Eeckenbrugge (Director)
  • Gilles Michel (Independent Director)
  • Matti Lievonen (Independent Director)
  • Charles-Casimir Lambert (Director)
  • Wolfgang Colberg (Independent Director)

Corporate Secretary: Dominique Golsong

Compensation Committee

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.

6 members
  • Nicolas Boël (Chair)
  • Françoise de Viron (Independent Director)
  • Gilles Michel (Independent Director)
  • Agnès Lemarchand (Independent Director)
  • Aude Thibaut de Maisières (Independent Director)
  • Pierre Gurdjian (Independent Director)

Corporate Secretary: Dominique Golsong

Nomination Committee

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 (80% independent)
  • Gilles Michel (Chair and Independent Director)
  • Nicolas Boël (Director)
  • Françoise de Viron (Independent Director)
  • Agnès Lemarchand (Independent Director)
  • Aude Thibaut de Maisières (Independent Director)
  • Pierre Gurdjian (Independent Director)

Corporate Secretary: Dominique Golsong

ESG Committee

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.

5 members
  • Matti Lievonen (Chair and Independent Director)
  • Françoise de Viron (Independent Director)
  • Marjan Oudeman (Independent Director)
  • Aude Thibaut de Maisières (Independent Director)
  • Ilham Kadri (Director)

Corporate Secretary: Dominique Golsong

Members of Solvay Board of Directors

Nicolas Boël Picture Circle

Nicolas Boël, Chairman
Belgian
Non independent director

Appointed in: 1998