Directors of Solvay SA are remunerated with fixed emoluments, the common basis of which is set by the Ordinary Shareholders’ Meeting, and any complement thereto by the Board of Directors on the basis of Article 26 of the by-laws, which states that:

  • “Directors shall receive emoluments payable from overhead costs; the Shareholders’ Meeting shall determine the amount and terms of payment”;
  • “That decision shall stand until another decision is taken”;
  • “The Board of Directors shall be authorized to grant directors with special duties (the Chairman, vice-Chairmen, directors charged with day-to-day management, members of the Executive Committee) fixed emoluments in addition to those provided for in the above paragraph”;
  • “Each of the Directors responsible for day-to-day management is also entitled to variable compensation determined by the Board of Directors on the basis of their individual results and of the consolidated results of the Solvay group”;
  • “The sums referred to in the two preceding sub-sections are also paid out of overhead costs”.

6.2.1. Board of Directors individual compensation

  • the Ordinary Shareholders’ Meetings of June 2005 and May 2012 (for Board attendance fee) decided to set directors’ pay, starting from the 2005 financial year, and to grant:
    • an annual gross fixed compensation of € 35,000 per director and additionally an individual attendance fee of € 4,000 gross per Board meeting attended
    • € 4,000 gross for members of the Audit Committee and € 6,000 gross for its Chairman for each meeting of the committee attended
    • € 2,500 gross per member of the Compensation Committee, Nominations Committee and Financial Committee and € 4,000 gross for the chairmen of these committees for each meeting attended, on the understanding that a director sitting on both the Compensation Committee and the Nominations Committee does not receive double compensation
    • the Chairman of the Board, the Chairman of the Executive Committee and the executive directors do not receive attendance fees for taking part in these committees
  • for the Chairman of the Board of Directors, the Board of Directors has made use of the authorization conferred on it by Article 27 of the by-laws to grant an additional yearly fixed compensation of € 250,000 gross in 2016 by reason of the workload and the responsibility attached to this
  • non-executive directors do not receive any variable compensation linked to results or other performance criteria. They are not entitled to stock options or performance share units, nor to any supplemental pension scheme
  • the Company reimburses directors’ travel and subsistence expenses for meetings and while exercising their Board and Board Committee functions.

The Chairman of the Board of Directors is the sole non-executive director having permanent support provided by the Group (office, secretariat, car). The other non-executive directors receive logistics support from the General Secretariat as and when needed. The Company also carries customary insurance policies covering the activities of Board members in carrying out their duties.

6.2.2. Amount of the compensation and other benefits granted directly or indirectly to directors (executive and non-executive) by the Company or by an affiliated company

Gross compensation and other benefits granted to directors

Compensation

In €

 

2016

 

2015

 

Gross amount

 

Including Board of Directors and Committees attendance fees

 

Gross amount

 

Including Board of Directors and Committees attendance fees

(1)

Until May 12, 2015.

(2)

From May 12, 2015.

N. Boël

 

 

 

 

 

 

 

 

Fixed emoluments + attendance fees

 

67,000

 

32,000

 

75,000

 

40,000

“Article 27” supplement

 

250,000

 

 

 

250,000

 

 

D. Solvay

 

74,500

 

39,500

 

82,500

 

47,500

J-P. Clamadieu

 

67,000

 

32,000

 

75,000

 

40,000

J-M. Solvay

 

67,000

 

32,000

 

75,000

 

40,000

G. de Selliers de Moranville(1)

 

 

 

 

 

41,701

 

29,000

B. de Laguiche

 

101,000

 

66,000

 

99,500

 

64,500

B. Scheuble

 

99,000

 

64,000

 

101,000

 

66,000

C. Casimir-Lambert

 

91,000

 

56,000

 

95,000

 

60,000

H. Coppens d’Eeckenbrugge

 

101,000

 

66,000

 

103,500

 

68,500

E. du Monceau

 

74,500

 

39,500

 

78,500

 

43,500

Y-T. de Silguy

 

85,000

 

50,000

 

93,000

 

58,000

A. Moraleda

 

66,500

 

31,500

 

82,500

 

47,500

F. de Viron

 

74,500

 

39,500

 

82,500

 

47,500

G. Michel

 

77,000

 

42,000

 

87,500

 

52,500

R. Thorne

 

91,000

 

56,000

 

95,000

 

60,000

M. Oudeman(2)

 

87,000

 

52,000

 

50,298

 

28,000

 

 

1,473,000

 

698,000

 

1,567,500

 

792,500