Solvay
2019 Annual Integrated Report

Governance

Robust, inspired governance

GRI Disclosures

Solvay’s governance structure is ensured by two complementary bodies. They shape and guide our path to achieving our Purpose and our Vision and creating sustainable value for our stakeholders.

The Board of Directors is entrusted with challenging and supporting executives in developing strategies. The Executive Committee, in turn, oversees the Group’s business operations. In March 2019, Ilham Kadri became President of the Executive Committee and CEO, bringing with her a new impetus and new ways of working, right through to senior management. Our Board of Directors and Executive Committee, our two governance bodies, both share clear and collective responsibility for setting out the mid-term G.R.O.W. strategy announced in November 2019 and achieving our long-term Purpose.

Board of Directors – Active and engaged in shaping Solvay’s strategy

Steering strategy, ensuring stability

Solvay’s shareholding structure ensures stability and permanence for the long-term vision of the Board, with Science and Progress as key drivers. Our Board of Directors promotes good governance practices that create transparent dialogue with the Group’s stakeholders. Its members make overall strategy and policy decisions and supervise their implementation. They collaborate as a team with a shared vision and are fully aligned on the company’s mid-term strategy and Purpose. In 2019, they made a decisive contribution to defining our Purpose and drafting our strategy review.

Solvay’s 15 Board members have varied and complementary expertise and high-level experience. Representing 7 nationalities and with a balance of men and women, their diversity is a strong asset for the Group.

Four specialized committees (Audit Committee, Nomination Committee – both led by an independent Director –, Finance Committee and Compensation Committee) support the Board with recommendations on areas to focus on that fall within their domain. The full Board works on topics such as Strategy, Risk management, People, Culture & Values, Sustainability. Every year, one Board session focuses on trends in global sustainable development, including climate change and the risks and opportunities it presents to the Group.

Board of Directors Tenure Mix

Number of Directors

14/15

Directors are non-executive

10/15

Directors are independents

94.7%

Meeting attendance

7

Nationalities

7

Women (46.6%)

Extensive Board engagement

The Board of Directors appointed Ilham Kadri as Solvay’s new CEO, putting her at the helm of the Group’s strategic journey as from March 2019. They were closely involved in her transition into her new role and in the implementation of one of her first high-level decisions, the definition of the Group’s Purpose. They were involved, through open and transparent dialogue, with the Executive Committee in Solvay’s Strategy Review exercise. The Board of Directors also approved the Group’s new extra-financial objectives.

Focus

A hands-on Board seminar

In September 2019, the Board of Directors spent three days at a seminar in the US, focusing on strategic topics and visiting sites, namely from the specialty polymers and composite materials businesses. This annual exercise demonstrates how the Board connects with the reality of Solvay, allowing its Members to see how the strategy they approve is implemented on the ground, take the Group’s pulse in the field and better understand the expectations of our talents and the challenges they face.

“The Board’s September 2019 visit to our sites in Alpharetta and Augusta in Georgia and Piedmont in South Carolina was a tremendous success. It was an amazing opportunity to learn more about our composite materials and specialty polymers businesses. It was a pleasure to meet our local leaders and talent pool – an impressive team. It is important for us to talk directly to our people working on the ground to better understand Solvay’s US operations.”

Rosemary Thorne, Board Member, Chairman of the Audit Committee

Executive Committee – United to lead the Group in its Purpose

Karim Hajjar (Chief Financial Officer), Hervé Tiberghien (Chief People Officer), Ilham Kadri (CEO), Vincent De Cuyper, Augusto Di Donfrancesco, Hua Du

6

Members

5

Nationalities

13

Meetings

100%

Meeting attendance

A streamlined executive with a clear focus

The Executive Committee plays an entrepreneurial role and fosters operational agility. Its members work closely together to drive 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.

Our new CEO, Ilham Kadri, became its President in March 2019. The Executive Committee has been tightened up, with five instead of seven members, plus the CEO, including a new Chief People Officer, Hervé Tiberghien, who arrived in September 2019.

The arrival of its new President has given the Executive Committee a new impetus to unite its strengths as a group and lead the Group’s new chapter. This energy will drive ONE Solvay enterprise leadership, as part of a core cultural change within the Group. The team shares a commitment to inspire its global, talented and diverse employees to strengthen the Group’s performance. This gives the Executive Committee an extremely clear focus and its members spend one quarter of their time working together on transversal topics of importance. Meetings with external stakeholders are also part of this new approach. The role, responsibilities and structure of the Executive Committee have also been redefined and each member is now directly accountable for delivery of the businesses they oversee.

“We, the Executive team, are fully committed and aligned: our role is to help GBU leaders focus on their priorities while ensuring that we operate as ONE Group. That’s how we will unleash Solvay’s full potential and create more value.”

Hua Du,Member of the Executive Committee

Focus

Committed to the new chapter

At Solvay, acting as ONE Group begins at the top and our executive leaders are committed to working as “one ExCom”, inspiring teams across the Group to unleash its full potential. The Executive Committee spearheaded the in-depth work carried out to define our new Purpose, supporting Ilham Kadri in her drive to make this an inclusive process involving many stakeholders. And its members’ impetus is key to steering the enterprise leadership essential to our new strategy and Solvay ONE operating model. They dedicated two days every month since March, to drawing up Solvay’s new business and sustainability strategy. In April, Ilham Kadri and the full Executive Committee brought all of the Group’s top leaders together for a four-day seminar to discuss enterprise leadership and ensure its promotion right across the Group.