Effective governance in practice

Together, our two governance bodies – the Board of Directors and the Executive Committee – are responsible for setting out the Group’s long-term strategy, upholding the vision of Solvay’s founder and implementing our transformation strategy.

The Board of Directors is entrusted with challenging and supporting the executives in the development of strategies. The Executive Committee, in turn, oversees the Group’s business operations. End 2018, the Board announced that Ilham Kadri would be taking over from Jean-Pierre Clamadieu as Chairman of the Executive Committee and Chief Executive Officer in March 2019.

Solvay’s Governance Bodies reflect the culture of collaboration that the Group aims to reinforce across its teams. The Chairman of the Board of Directors and the Chairman of the Executive Committee and CEO maintain regular and constructive dialog, sharing information and embodying this culture at the highest level.

Nicolas Boël, Chairman of the Board of Directors (photo)
Solvay’s Board of Directors unanimously approved the selection of Ilham Kadri to head Solvay. Her experience, her knowledge of Solvay’s strategic markets, her leadership qualities and ability to build an inspiring vision will guide Solvay as it takes the next step in its transformation by focusing on the cultural journey and customer centricity. They will allow the Group to unleash its full growth potential.
Nicolas Boël, Chairman of the Board of Directors

A robust process to appoint the new CEO

2018 marked an important step in Solvay’s history with the appointment of a new CEO to lead the company from March 2019. This followed a rigorous six-month process, steered by the Nomination Committee (led by an independent Director) with the support of an ad hoc committee called the “search committee”, in compliance with our Charter of Corporate Governance and incorporating 4 key steps:

  1. Definition of the required profile for the new CEO, in line with Solvay’s main current and future challenges and with the Group’s sustainable growth strategy;
  2. Identification of suitable internal and external candidates, with the support of an external consultant;
  3. Discussion and assessment of the selected profiles;
  4. Assessment of the shortlisted profiles by the full Board.

As a result, Solvay’s Board of Directors appointed Ilham Kadri as CEO of the Group, Chairman of the Executive Committee and member of the Board of Directors. Ms Kadri began a two-month transition period with Jean-Pierre Clamadieu before taking on the leadership role and continuing Solvay’s transformation from March 1, 2019.

Presidents’ Message

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.

Solvay’s 16 Board members have diverse and complementary expertise and high-level experience, including knowledge of the chemical industry and competencies in general management (finance, investments and accounting, international business, management, corporate governance, etc.), research & innovation, sustainable development, and in areas relevant to Solvay’s strategy, its key markets, and the major challenges of its business environment. Board members do not only bring the Group their experience in operational business management, but also their skills in developing collaborative leadership and coordinating innovation and customer-centricity, as well as a broader perspective on society as a whole, an essential asset in a transformation period.

Board of Directors Tenure Mix

Board of Directors Tenure Mix (bar chart)

15 of 16

Directors are non-executive

12 of 16

Directors are independents

7

Nationalities

6

Women (37.5%)

97%

Meeting attendance

Diverse and complementary skils

Diverse and complementary skills (graphic)

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. The full Board works on topics such as Innovation, Strategy and Sustainability, receiving training through dedicated sessions and workshops. One Board session a year focuses on trends in global sustainable development, including climate change and risks and opportunities.

In 2018, the Board was involved in major M&A and Capex projects, in the divestment of the Polyamides activities and in the appointment of new ExCom members and the new CEO. Its members visited the Tavaux plant and the R&I center in Lyon (France). The Board specifically endorsed the new objective for absolute reduction of greenhouse gas emissions. It also held a joint workshop with all members of the Executive Committee on Solvay’s strategy.

Sustaining a long-term vision

The Group’s reference shareholder, Solvac, has a holding of over 30%. 80% of its capital is owned by descendants of Solvay’s founding families: 2,400 people who have no individual influence on the Group’s strategic decisions, but who provide strong support for that strategy, having almost doubled their holding since the creation of Solvac in 1983.

This shareholding structure is a key asset for the Group. It ensures both clarity and permanence for its long-term strategic ambition and vision, with Sciences as a driver of progress, and stability for its Governance, especially at a time of management transition.stability for its Governance, especially at a time of management transition.

The structure and the composition of the Board of Directors is available in the Governance section of the Management Report.

Board of Directors

Solvay’s Executive Committee on April 5, 2019

Ilham Kadri, CEO

Karim Hajjar, CFO

 

Vincent De Cuyper

Augusto Di Donfrancesco

Hua Du

As Solvay’s principal executive organ of governance, the Executive Committee plays an entrepreneurial role and fosters operational agility.

The Executive Committee is collectively responsible for Solvay’s overall performance, protecting the Group’s interests and ensuring that it is looking to the long term. It gives shape to the strategy, steers the Group’s business portfolio, and ensures that value creation targets are met. Each member is responsible for overseeing a number of Global Business Units (GBUs), Functions, or Zones.

Although Solvay’s GBUs have a high level of autonomy, the Executive Committee is responsible for optimizing the allocation of human, financial, and material resources to achieve the highest possible level of sustainable performance and value creation.

In 2018, the Executive Committee focused on key milestones in the Group’s transformation strategy, including the completion of the divestment of the Polyamides business and the implementation of the transformation program that aims to make Solvay faster, simpler, and more customer-focused.

Ilham Kadri joined the Executive Committee on January 1, 2019, prior to taking over as Chief Executive Officer on March 1, 2019.

7

Members

6

Nationalities

15

Meetings

100%

Meeting attendance

Governance
Compensation Report
Executive Committee
Leadership Team