Board of Directors
Solvay Board of Directors
70 as age limit
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)|
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)|
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-term incentives and long-term incentives, and performance assessment;
The determination of 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 (65% independent)|
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)|