AGM Information • Apr 10, 2015
AGM Information
Open in ViewerOpens in native device viewer
The Solvay group has adopted the 2009 Belgian Corporate Governance Code as its reference code in governance matters. This report(1) presents the application of the recommendations of that Code in accordance with the "comply or explain" principle. The 2009 Belgian Corporate Governance Code is available on the internet site of the Belgian Corporate Governance Committee (www.corporategovernancecommittee.be) .
1.1 Solvay SA is a société anonyme (public limited liability company) created under the Belgian law. The address of its registered offi ce is 310, rue de Ransbeek, 1120 Brussels, Belgium.
The Company's by-laws can be found on the Solvay internet site: www. solvay.com.
1.2 Its shares are registered or dematerialized. Since January 1, 2008, it has no longer been possible to receive paper (bearer) shares. Bearer shares already in a securities account have automatically been converted into dematerialized shares. Additionally, following a resolution adopted by the General Shareholders' Meeting of May 8, 2007, all bearer shares issued by the Company and not recorded in dematerialized securities accounts or converted into registered shares by July 1, 2011, have been converted automatically into dematerialized shares.
At December 31, 2014, the capital of Solvay SA was represented by 84,701,133 shares. Each share entitles its holder to one vote whenever voting takes place (except for any shares held by Solvay SA or its subsidiaries, the voting rights for which are suspended). All shares are equal and common.
The stock is listed on Euronext Brussels. It has also been admitted to trading on Euronext Paris since January 23, 2012. The Solvay share is included in several indexes:
On February 15, 2007, Solvay Stock Option Management SPRL appointed the bank Rothschild & Cie., under a liquidity contract, to improve the liquidity of the share on Euronext Brussels. In May 2014, the liquidity contract has been transferred to Kepler Cheuvreux.
1.3 Solvay SA's main shareholder is Solvac SA, which at December 31, 2014 held a little over 30% of the capital (25,578,267 shares) and voting rights in Solvay. Solvac SA has fi led the required transparency declarations every time it has passed a legal or statutory declaration threshold. It has also made the notifi cations required by law with regard to public takeover bids.
Solvac SA is a société anonyme established under Belgian law, the shares of which are admitted to trading on Euronext Brussels. Its shares, all of which are registered, may be held by physical persons only. The very large majority (around 80%) of its capital is held by members of the Solvay SA founding families.
JPMorgan Asset Management Holdings Inc. notifi ed Solvay that on November 21, 2012 the total participation of its various affi liates reached 3.03% or 2,562,505 shares.
Prudential Plc. notifi ed Solvay that on August 7, 2014 the total participation of its various affi liates reached 3.02% or 2,556,028 shares.
On January 7, 2015, Prudential Plc. has notifi ed Solvay that the total participation of its various affi liates has fallen below the threshold of 3% to 2.95% or 2,507,152 shares.
In addition, at December 31, 2014, Solvay Stock Option Management SPRL held 2.03 % of the shares issued by Solvay SA (1,719,208 shares) , in particular to cover the Solvay stock options program (see under 2.1 " Policy in respect of capital" ).
The latest transparency declarations are available on the internet site www.solvay.com.
The remaining shares are held by:
(1) For reason of readability, the present document also contains the information requested by the 2009 Belgian Corporate Governance Code for the Corporate Governance Charter.
The Company has been informed that certain individual shareholders who hold shares directly in Solvay SA have decided to arrange to consult together when questions of particular strategic importance are submitted by the Board of Directors to the Shareholders' Meeting. Each of these shareholders, however, remains free to vote as he or she chooses. None of these persons, either individually or in concert with others, reaches the initial 3% transparency declaration threshold;
1.4 At the May 2014 Ordinary Shareholders' Meeting, shares were deposited and votes cast in respect of 62.48% of Solvay SA's capital.
1.5 At December 31, 2014, Solvay SA did not hold any shareholding requiring a legal or statutory transparency declaration.
2.1.1 Since being converted into a société anonyme and listed on the Stock Exchange in 1967, the Company has not made public calls for capital from its shareholders, instead self-fi nancing out of its profi ts, only a portion of which are distributed (see "Dividend policy" below).
2.1.2 In December 1999, the Company introduced a new annual stock option program for Group executives worldwide. These programs are covered in part or totally by own shares purchased by the Solvay group on the stock exchange. Since January 2007, the covering program has been handled by Solvay Stock Option Management SPRL.
In February 2014 the Board of Directors, on the proposal of the Compensation Committee, allotted stock options to some Group senior executives. This stock options plan includes Mr. Jean-Pierre Clamadieu (also director). Mr. JP. Clamadieu abstained, for ethical reasons, from the deliberations of the Board of Directors that concerned him with respect to stock options.
Mr. Jean-Pierre Clamadieu has accepted 32,990 options.
At December 31, 2014, Solvay Stock Option Management SPRL's holdings of Solvay SA shares represented 2.03% (1,719,208 shares) of the Company capital.
In 2014, stock options representing a total of 732,600 shares were exercised (it should be noted that options are in principle exercisable over a period of fi ve years after being frozen for three years).
The stock options exercised break down as follows:
Voting and dividend rights attached to these shares are suspended as long as they are held by the Company.
Finally it should be mentioned that, under the tender off er by Solvay SA for the shares of Rhodia, liquidity agreements were concluded with employees receiving free shares or options on Rhodia shares to enable these benefi ciaries to retain their rights and to sell their Rhodia shares during a specifi ed period after the close of the tender off er. The free shares exposure is fully covered.
| Issue date | Exercise price (In €) | Exercise date(1) | Acceptance rate |
|---|---|---|---|
| 2001 | 62.25 | 02/2005-12/2009 | 98.6% |
| 2002 | 63.76 | 02/2006-12/2010 | 98.4% |
| 2003 | 65.83 | 02/2007-12/2011 | 97.3% |
| 2004 | 82.88 | 02/2008-12/2012 | 96.4% |
| 2005 | 97.30 | 02/2009-12/2013 | 98.8% |
| 2006 | 109.09 | 02/2010-12/2014 | 97.2% |
| 2007 | 96.79 | 01/2011-12/2015 | 97.6% |
| 2008 | 58.81 | 01/2012-12/2016 | 96.9% |
| 2009 | 72.34 | 01/2013-12/2017 | 98.2% |
| 2010 | 76.49 | 01/2014-12/2018 | 98.1% |
| 2011 | 65.71 | 01/2015-12/2019 | 93.8% |
| 2012 | 88.71 | 01/2016-03/2020 | 97.2% |
| 2013 | 111.01 | 01/2017-03/2021 | 100% |
| 2014 | 107.61 | 01/2018-02/2022 | 100% |
(1) Increased to eight years in the case of the 1999 to 2002 Stock Options Plans for benefi ciaries in Belgium. Increased to ten years in the case of the 2005 to 2007 Stock Options Plans for benefi ciaries in Belgium.
2.2.1 Board policy is to propose a dividend increase to the Shareholders' Meeting whenever possible, and as far as possible, never to reduce it. This policy has been followed for many years. The graph below illustrates the application of this policy over the past 20 years.
2.2.2 The annual dividend is paid in two instalments , in the form of an advance payment (interim dividend) and a payment of the balance. The method to set the advance payment includes a guidance of 40% (rounded) of the total previous year's dividend, and takes into account the results for the fi rst nine months of the current year.
In this way, for 2014, an interim dividend of € 1.3* gross per share (€ 1.00 net after Belgian withholding tax of 25%) was approved by the Board of Directors on December 12, 2014.
This interim dividend, which was paid on January 22, 2015, is to be off set against the total dividend for 2014.
As to the balance, once the annual fi nancial statements have been completed, the Board of Directors proposes a dividend, in accordance with the policy described above, which it submits to the Ordinary Shareholders' Meeting for approval.
The second dividend instalment , i.e. the balance after deducting the advance payment, is payable in May.
The dividend for 2014, proposed to the General Shareholders' Meeting of May 12, 2015 is 3.40 gross per share (2.55 net per share), ie an increase of 6.3%, compared with the dividend for 2013. Given the interim dividend payment made on January 22, 2015, the balance of € 2.06* gross per share (€ 1.55 net per share) will be payable from May 19 , 2015 .
2.2.3 Shareholders who have opted to hold registered shares receive the interim dividend and the balance of the dividend automatically and free of charge by transfer to the bank account they have indicated, on the dividend payment date. Shareholders owning dematerialized shares receive their dividends via their banks or as they elect and arrange.
Coupons representing the interim dividend and dividend balance are payable at KBC Bank SA and CBC Banque SA:
2.2.4 The Company has not, up to this point, proposed optional dividends to its shareholders, i.e. stock instead of cash dividends. This option does not off er any tax or fi nancial benefi t in Belgium to make it attractive to investors.
* Repeating last decimal. Dividend payments rounded to the nearest e uro cent.
It should be noted that the law of December 20, 2010 concerning the exercise of certain rights of shareholders in listed companies has modifi ed the provisions of the Companies' Code concerning the holding of General Meetings. The by-laws of Solvay SA have been adapted accordingly.
The Company's annual Ordinary Shareholders' Meeting is held every year on the second Tuesday of May at 10.30 a.m. at the registered offi ce or any other place indicated in the notice of meeting.
The Board tries to organize any necessary Extraordinary Shareholders' Meeting immediately before or after the annual Ordinary Shareholders' Meeting.
The Shareholders' Meeting is convened by the Board of Directors, which also sets its agenda. Shareholders may, however, request the calling of a Shareholders' Meeting and set its agenda where those shareholders together represent 20% of the capital, as required by the Companies' Code.
One or more shareholders owning together at least 3% of capital may also, under the conditions provided for by the Companies' Code, call for items to be included on the agenda of any Shareholders' Meeting and submit proposals for decisions concerning the items to be included or already included on the agenda of an already convened meeting.
The agenda of the Ordinary Shareholders' Meeting as a rule includes the following items:
Extraordinary Shareholders' Meetings are required in particular for all matters aff ecting the content of the Company's by-laws. Every time the Board of Directors prepares a special report in advance of an Extraordinary Shareholders' Meeting, this special report is enclosed with the notice of the meeting and is published on the Company's internet site.
The notices convening Shareholders' Meetings set forth the place, date and time of the meeting, the agenda, the reports, proposed decisions on each item to be voted on, and the procedure for taking part in the meeting or for appointing proxies.
Holders of registered shares receive notice of the meeting by postoffi ce mail at the address they have given, including notifi cation of participation and proxy forms, except where recipients have agreed, individually, expressly and in writing, to receive notice of meetings and attached documents by another means of communication. Persons owning dematerialized shares are notifi ed of meetings by announcements in the press. These notices of meetings are published in the offi cial Belgian gazette (Moniteur Belge/Belgisch Staatsblad) and in the fi nancial press, in particular the Belgian French and Dutch-language newspapers. The major banks established in Belgium also receive the necessary documentation to pass on to Solvay shareholders among their clients.
3.4.1 Since January 1, 2012, the registration procedure has been obligatory for participating in and voting at the Shareholders' Meeting.
Shareholders must complete the registration of their securities by 24.00 hours (Belgian time) on the 14th calendar day prior to the relevant Shareholders' Meeting.
For holders of registered shares, shares are registered automatically by virtue of being in the Company's register of registered shares on the registration date.
Dematerialized shares are registered by virtue of their being recorded in the accounts of a recognized account holder or a clearing organization.
Shareholders are admitted to the Shareholders' Meetings and may exercise their voting rights with the shares that have gone through the legal registration procedure, regardless of the number of shares they hold on the date of the particular Shareholders' Meeting.
3.4.2 Shareholders should also indicate to the Company and, where applicable, to the person they have designated to that eff ect, their desire to take part in the Shareholders' Meeting, no later than the sixth calendar day preceding the date of the Shareholders' Meeting.
Holders of registered shares must send to the Company the signed original notice of participation, using the form attached to their notice of meeting.
Holders of dematerialized shares should send the Company a certifi cate from the recognized account holder or the clearing organization certifying the number of shares that are registered in their name in their accounts at the registration date and for which they wish to participate in the Shareholders' Meeting.
More detailed information on arrangements for taking part in the Shareholders' Meeting will be made available to shareholders on the Company website (http://www.solvay.com/en/investors/shareholdersmeeting/index.html).
3.4.3 The exercise of voting rights attached to shares that are jointly owned or the usufruct and bare property rights of which have been separated, or shares belonging to a minor or a legally incapacitated person, follows special legal and statutory rules, a common feature of which is the appointment of a single representative to exercise the voting right. Failing this, the voting right is suspended pending such appointment.
3.4.4 Shareholders vote at Shareholders' Meetings in person or by proxy. The form of proxy is determined by the Board and will be available on the Company website once the Shareholders' Meeting in question has been called. Proxies must be received at the location indicated or, where applicable, at the email address mentioned in the notice no later than the sixth calendar day preceding the date of the Shareholders' Meeting.
The appointed agent does not have to be a shareholder of the Company.
In the event that certain shareholders exercise their right to add items or proposals for decisions to the agenda of a Shareholders' Meeting, the proxies already notifi ed to the Company remain valid for the subjects they cover. Regarding the new items, the reader is referred to the provisions of the Companies Code.
The appointed agent may not deviate from the specifi c voting instructions given to him by a shareholder, except for the exceptions provided by the Companies Code.
In the absence of specifi c instructions on each agenda item, the agent who fi nds himself in a situation of potential confl ict of interest with his principal, within the meaning of Article 547 bis, § 4 of the Companies Code, may not vote.
Invalid proxy forms will be excluded from the count. Abstentions formally expressed as such during a vote or on proxy forms are counted as such.
3.4.5 Each shareholder who complies with the formalities for admission to the Shareholders' Meeting is entitled to ask questions in writing concerning the items on the agenda. These questions can be submitted by mail to the registered offi ce or electronically to the email address specifi ed in the notice. Written questions must reach the Company no later than the sixth calendar day before the date of the Shareholders' Meeting.
3.5.1 The Shareholders' Meeting is chaired by the Chairman of the Board or, in his absence, by a Director delegated to this task by his colleagues.
The Chairman will preside over the discussions following Belgian practice for deliberative meetings. He will take care to ensure that questions from the meeting are answered, whilst respecting the agenda and confi dentiality commitments. He will appoint the secretary of the meeting, who as a rule is the Corporate Secretary, and will appoint two shareholders as tellers.
3.5.2 Resolutions in Ordinary Shareholders' Meetings are passed by a simple majority of votes of shareholders present and represented on a "one share, one vote" basis.
3.5.3 In the case of Extraordinary Shareholders' Meetings, the Company respects the legal rules governing quorums and majorities.
3.5.4 Voting is, as a general rule, public, by show of hands or by electronic voting. Votes are counted and the results announced immediately.
Provision is made for secret balloting in exceptional cases when a particular person is involved.
This procedure has never been requested to date. This by-law was amended at the Extraordinary Shareholders' Meeting of May 9, 2006 so as to set a threshold of 1% of capital to be reached by one or more shareholders acting in concert, and only when there is more than one candidate for a given offi ce.
The minutes of the Shareholders' Meeting are drawn up and signed by the Chairman, secretary, tellers and those shareholders who wish to do so. Minutes of Extraordinary Shareholders' Meetings are notarized.
3.5.5 The minutes containing the voting results are published on the Company's internet site (www.solvay.com) no later than the 15th calendar day after the date of the Shareholders' Meeting. Copies or offi cial extracts may be obtained on request by shareholders, in particular under the signature of the Chairman of the Board.
Documentation relating to Shareholders' Meetings (notice of meeting, agenda, proxy and notifi cation of participation forms, annual report, special report of the Board of Directors if any, etc.) is available every year on the Internet site www.solvay.com from the time of giving notice of the meeting and at least until the holding of the meeting in question.
This documentation is available in French and Dutch (offi cial versions) and in English (unoffi cial translation).
The Board of Directors is the highest management body of the Company.
The law accords to it all powers that are not reserved, by law or by the by-laws, to the Shareholders' Meeting.
In the case of Solvay SA, the Board of Directors has reserved certain key areas for itself and has delegated the remainder of its powers to an Executive Committee (see below).
It has not opted to set up a Management Committee (Comité de Direction/Directiecomité) as defi ned by Belgian law.
The main key areas which the Board of Directors has reserved for itself are:
8 major decisions concerning acquisitions, divestitures, the creation of joint ventures and investments. Major decisions are considered to be those involving amounts of € 50 million or more;
9 setting the compensation of the Chairman of the Executive Committee and of Executive Committee members;
In all matters for which it has exclusive responsibility, the Board of Directors works in close cooperation with the Executive Committee, which in particular is responsible for preparing most of the proposals for decisions by the Board of Directors.
4.2.1 Board members have available to them the information needed to carry out their functions in the form of dossiers drawn up under instructions from the Chairman and sent out to them by the Corporate Secretary several days before each session.
They may also receive additional information of any kind that may be of use to them from the Chairman of the Board, the Chairman of the Executive Committee or the Corporate Secretary, depending on the nature of the question. Decisions to obtain outside expertise, when necessary, are taken by the Board of Directors, for those subjects falling within its authority.
4.2.2 The Company is validly represented with regard to third parties by the joint signature of persons with the following capacities: the Chairman of the Board of Directors and/or directors belonging to the Executive Committee.
In its meeting of October 24, 2014, the Executive Committee adapted the powers of representation for matters delegated to it as follows:
This delegation of powers of representation is without prejudice to the existence of special powers conferred by the Board of Directors or the Executive Committee.
4.2.3 T he Directors of the Company were not confronted in 2014 with confl ict of interest situations requiring the implementation of the legal procedures provided for by the Companies' Code.
On the other hand, and in a very limited number of cases, one or the other member has preferred, for ethical reasons, to abstain from participating in debates and in voting.
At December 31, 2014, the Board of Directors consisted of 15 members, as listed on pages 55 and 56 .
At the Ordinary Shareholders'Meeting of May 12, 2015, the Board of Directors will:
Directors are appointed by the Shareholders' Meeting for four years. They may be reappointed.
The age limit for membership on the Board is the Annual Shareholders' Meeting following the member's 70th birthday.
The Board of Directors applies the following primary criteria when proposing candidates for election to directorships by the Ordinary Shareholders' Meeting:
In this respect, on December 31, 2014, the independent status of 9 out of 14 non-executive directors has been recognized by the Ordinary Shareholders' Meeting;
Belgian law and the by-laws of the Company permit spontaneous candidacies for the post of director, providing that these are addressed to the Company in writing at least 40 days before the Ordinary Shareholders' Meeting.
As required by law, the Board of Directors, consisting of 11 men and 4 women at December 31, 2014, will take care, when mandates are next renewed, to comply, within the relevant deadlines, with the requirement that at least one-third of the Board be women.
The Chairman of the Board, working together with the Chairman of the Nomination Committee, gathers the information allowing the Board of Directors to verify that the selected criteria have been met at the time of appointment, renewal and during the term of offi ce.
Based on Belgian law, the Board of Directors sets the criteria for determining directors' independence. Each director fulfi lling these criteria is presented to the Ordinary Shareholders' Meeting for confi rmation.
The legal criteria of independence as contained in Article 526 ter of the Companies' Code (introduced by the law of December 17, 2008, art. 16) are as follows:
1 during a period of fi ve years before appointment, not having acted as an executive member of the management body or a member of the Executive Committee or managing director in the Company or in a company or person affi liated with the same within the meaning of Article 11 of the Companies' Code. The Board of Directors has added to this criterion a minimum one-year waiting period for the Shareholders' Meeting to recognize the independence of a nonexecutive director of Solvac leaving its Board of Directors to join the Solvay Board of Directors;
or
shareholder, member of the management body or of member of senior management, within the meaning of Article 19.2 of the law of September 20, 1948 on the organization of the economy, of a company or a person maintaining such relationship;
In this respect, on December 31, 2014, the independent status of 9 out of 14 non-executive directors has been recognized by the Ordinary Shareholders' Meeting.
Mr. Jean-Pierre Clamadieu, Chairman of the Executive Committee and CEO, was not recognized as independent at the time of the renewal of his directorship in 2013 (criterion no. 1).
Mr. Bernard de Laguiche, Member of the Executive Committee till September 30, 2013, was not recognized as independent at the time of the renewal of his directorship in 2013 (criterion no. 1).
Mr. Nicolas Boël, Mr. Denis Solvay, Mr. Jean-Marie Solvay and Chevalier Guy de Selliers de Moranville, having been Directors of the Company for over 12 years, are not independent for this reason (criterion no. 2).
Presence at
| Year of birth |
Year of fi rst appointment |
Solvay SA mandates, and expiry date of directorship |
Diplomas and activities outside Solvay | Board meetings in 2014 as a function of date of appointment |
|
|---|---|---|---|---|---|
| Mr. Nicolas Boël (B) | 1962 | 1998 2017 Chairman of the Board of Directors, Chairman of the Finance Committee and Chairman of the Compensation Committee. Member of the Nomination Committee |
MA in Economics (Catholic University of Louvain), Master of Business Administration (College of William and Mary – USA). Director of Sofi na. |
6/6 | |
| Mr. Jean-Pierre Clamadieu (F)* |
1958 | 2012 2017 Chairman of the Executive Committee and CEO, Director and Member of the Finance Committee |
Engineering degree from the École des Mines (Paris). Director of Axa, Faurecia. |
6/6 | |
| Mr. Bernard de Laguiche (F/BR) |
1959 | 2006 2017 | Member of the Executive Committee until September 30, 2013, Director , Member of the Finance Committee and Member of the Audit Committee since May 13, 2014 |
MA in Economics and Business Administration HSG (University of St. Gallen, Switzerland). Managing Director of Solvac SA, Chairman of the Board Peroxidos do Brasil Ltda, Curitiba. |
|
| Mr. Jean-Marie Solvay (B) |
1956 | 1991 2016 Director Member of the Innovation Board |
Advanced Management Programme – Insead. CEO of Albrecht RE Immobilien GmbH & Co. KG., Berlin (Germany), Member of the Board of Directors of Heliocentris Energy Solutions AG. Berlin (Germany), Chairman of the Board of the International Solvay Institutes. |
6/6 | |
| Chevalier Guy de Selliers de Moranville (B) |
1952 | 1993 2017 Director Member of the Finance and Audit Committees |
Civil engineering degree in mechanical engineering, and MA in Economics (Catholic University of Louvain). President and Co-Founder of HCF International Advisers, Vice-Chairman of the Board and Chairman of the Risk and Capital Committee of Ageas SA, Chairman of the Board of Ageas UK, Member of the Board of Ivanhoe Mines Ltd. (Canada), Member of the Supervisory Board and Chairman of the Risk Committee of Advanced Metallurgical Group (Netherlands) and, various other mandates in unlisted companies. |
6/6 | |
| Mr. Denis Solvay (B) | 1957 | 1997 2018 Director Member of the Compensation and Nomination Committees |
Business engineering – Solvay Business School (Université Libre de Bruxelles). Director of Eurogentec SA, Abelag Holding, SA, Luxaviation Holding Company. Voluntary Director of the healthcare Institute A.N.B.C.T. and Queen Elisabeth Musical Chapel. |
6/6 | |
| Mr. Jean-Martin Folz (F) |
1947 | 2002 2014 Independent Director Member of the Compensation Committee and Chairman of the Nomination Committee |
École Polytechnique and Mining Engineer (France). Former Chairman of the Managing Board of PSA Peugeot-Citroën, Director of Saint-Gobain, of Société Générale, of Alstom and of Axa. |
2/2 | |
| Prof. Dr. Bernhard Scheuble (D) |
1953 | 2006 2018 Independent Director Chairman of the Audit Committee |
MSc, Nuclear Physics & PhD, Display Physics (Freiburg University – Germany). Former Chairman of the Executive Committee of Merck KGaA, (Darmstadt) and former Member of the E. Merck OHG Board of Directors. |
6/6 | |
| Mr. Anton van Rossum (NL) |
1945 | 2006 2014 Independent Director Member of the Audit Committee |
MA in Economics and Business Administration (Erasmus University Rotterdam). Member of the Board of Credit Suisse Group (Zurich) and of Munich Re (Munich), Chairman of the Board of Royal Vopak, Erasmus University and the Netherlands Economics Institute (Rotterdam). |
2/2 | |
| Mr. Charles Casimir Lambert (B) |
1967 | 2007 2015 Independent Director Member of the Audit Committee |
MBA Columbia Business School (New York)/London Business School (London), Master's degree (lic.oec.HSG) in economics, management and fi nance (University of St. Gallen – Switzerland). Management of family's global interests. |
6/6 |
* Full-time activity in the Solvay group.
| Year of birth |
Year of fi rst appointment |
Solvay SA mandates, and expiry date of directorship |
Diplomas and activities outside Solvay | Presence at Board meetings in 2014 as a function of date of appointment |
|
|---|---|---|---|---|---|
| Mr. Hervé Coppens d'Eeckenbrugge (B) |
1957 | 2009 2017 | Independent Director Member of the Finance Committee Member of the Audit Committee |
MA in Law from the University of Louvain-la-Neuve (Belgium), Diploma in Economics and Business, ICHEC (Belgium). Until June 30, 2013, Group Director Petercam sa, Director of Vital Renewable Energy Company LLC (Delaware). |
6/6 |
| Mr. Yves-Thibault de Silguy (F) |
1948 | 2010 2015 Independent director Member of the Compensation Committee and Chairman of the Nomination Committee Member of the Finance Committee |
MA in Law from the University of Rennes, DES in public law from the Université de Paris I, graduate of the Institut d'Études Politiques de Paris and the École Nationale d'Administration. Vice-Chairman and Lead Director of the VINCI group, Director of LVMH, Chairman of the Supervisory Board of Sofi sport (France), Director of VTB bank (Moscow), and Chairman of YTSeuropaconsultants. |
6/6 | |
| Mrs. Evelyn du Monceau (B) |
1950 2010 2017 MA in Applied Economics from the Catholic University Independent director of Louvain. Member of the Compensation and Vice Chair of the Board and Chair of the Remuneration Nomination Committees and Nomination Committee of UCB SA, Member of the Board of Directors of La Financière de Tubize SA, Director of FBNet Belgium, Member of the Commission Corporate Governance. |
6/6 | |||
| Mrs. Françoise de Viron (B) |
1955 | 2013 2017 Independent Director Member of the Compensation and Nomination Committees |
Doctorate of Science (UCL, Louvain-la-Neuve). Master in Sociology (UCL, Louvain-la-Neuve). Professor in the Faculty of Psychology and Education Sciences and Louvain School of Management (UCL), Academic Member of the Center of Research Entrepreneurial Change and Innovative Strategies, of Interdisciplinary Group of Research in Socialization, Education and Training, of the Interdisciplinary Research Group in Adult Education at UCL. |
6/6 | |
| Mrs. Amparo Moraleda Martinez (ES) |
1964 | 2013 2017 Independent Director Member of the Compensation and Nomination Committees |
Degree in Industrial Engineering, ICAI (Spain) MBA, IESE Business School (Spain). Former General Manager for IBM Spain, Portugal, Greece, Israel and Turkey. Former Chief Operating Offi cer, International Division (Spain) and Acting CEO, Scottish Power (UK) of Iberdrola. Member of the Boards of the following listed companies: Alstom (France), Faurecia (France), Caixabank (Spain) and Melía Hotels International (Spain). Member of the Consejo rector of Consejo Superior of Investigaciones Cientifi cas. |
6/6 | |
| Mrs. Rosemary Thorne (UK ) |
1952 | 2014 2018 Independent Director Member of the Audit Committee since May 13, 2014 |
Honours Degree in Mathematics and Economics from the University of Warwick. Fellow of Chartered Institute of Management Accountants FCMA and CGMA. Fellow Association of Corporate Treasurers FCT. Former Chief Financial Offi cer for J. Sainsbury, Bradford & Bingley and Ladbrokes. Member of the Board and Chair of Audit Committee of Santander UK and Smurfi t Kappa Group (Ireland). |
4/4 | |
| Mr. Gilles Michel (F) | 1956 | 2014 2018 Independent Director Member of the Finance Committee since May 13, 2014 |
École Polytechnique. École National des la statistique et de l'administration Économique (ENSAE). Institut d'Études Politiques (IEP). Former CEO "Ceramics & Plastics", Saint-Gobain, France. Former Member of the Management Board, PSA, France. Former CEO, Fonds stratégique d'Investissement (FSI), France. Chairman & CEO, Imerys, France (listed). |
2/4 |
The Board of Directors submits directors' appointments, renewals, resignations or dismissals to the Ordinary Shareholders' Meeting for approval. It also submits to it the vote on the independence of the Directors fulfi lling the related criteria, after informing the Works' Council of the same. It also fi rst seeks the opinion of the Nomination Committee, which is tasked with defi ning and assessing the profi le of any new candidate using the criteria of appointment and of specifi c competences it sets.
The Ordinary Shareholders' Meeting decides on proposals made by the Board of Directors in this area by a simple majority. When a directorship becomes vacant during a term of offi ce, the Board of Directors may appoint a new member, subject to ratifi cation by the next following Ordinary Shareholders' Meeting.
The Board of Directors met six times in 2014. Six ordinary meetings are planned in 2015.
The dates of ordinary meetings are set by the Board of Directors itself, more than one year before the start of the fi nancial year. Additional meetings can, if needed, be called by the Chairman of the Board of Directors, after consulting with the Chairman of the Executive Committee.
The agenda for each meeting is set by the Chairman of the Board of Directors after consulting with the Chairman of the Executive Committee.
The Corporate Secretary is charged, under the supervision of the Chairman of the Board of Directors, with organizing meetings, and sending notices of meetings, agendas and the dossier containing the item-by-item information required for decision-making.
To the extent possible, he ensures that directors receive notices of meetings and complete fi les at least six days before the meeting. The Corporate Secretary prepares the minutes of the Board meetings, presenting the draft to the Chairman and then to all members.
Finalized minutes that have been approved at the following Board meeting are signed by all Directors having taken part in the deliberations.
The Board of Directors takes its decisions in a collegial fashion by a simple majority of votes. Certain decisions that are considered particularly important by the Company's by-laws require a three-quarters majority of its members. The Board may not validly transact its business unless half of its members are present or represented. Given the very high level of attendance, the Board of Directors has never been unable to transact business.
In 2013, the Board of Directors undertook an evaluation, focused primarily on its own composition, modus operandi, information and interactions with executive management, and the composition and modus operandi of the Committees created by it. Board members were invited to express their views on these various points during interviewes based on a questionnaire and performed by an external consultant. The improvements identifi ed at the end of this evaluation process are related to optimization of the meeting time, interactions, contacts and exchanges with management and Board Committees as well as minor changes to the organization of the meetings. The next evaluation of the Board will take place in 2015.
Information sessions are organized for new Directors, aimed at acquainting them with the Solvay group as quickly as possible. The program includes a review of the Group's strategy and activities and of the main challenges in terms of growth, competitiveness and innovation, as well as fi nance, research & development, human resources management, the legal context, compliance and the general organization of operations. This program is open to every Director who wishes to participate.
It also includes visiting industrial or research sites.
All the terms of members of various Committees, expired on May 13, 2014 at the date of the Ordinary Shareholder's Meeting. The new composition of Committees refl ects departures/appointments within the Board on that date. It took eff ect on May 14, 2014, for a period of two years ending on the date of the Ordinary Shareholder's Meeting to be held in 2016.
In 2014, until the Ordinary Shareholders'Meeting on May 13, 2014, the Audit Committee was composed of Prof. Dr. Bernhard Scheuble (Chairman), Chevalier Guy de Selliers de Moranville, Mr. Anton van Rossum, Mr. Charles Casimir-Lambert and Mr. Hervé Coppens d'Eeckenbrugge). These are independent non-executive directors, with the exception of Chevalier Guy de Selliers de Moranville. After the Ordinary Shareholders'Meeting on May 13, 2014, Mr. de Laguiche was appointed Member of the Audit Committee as well as Mrs. Rosemary Thorne, replacing Mr. Anton van Rossum . The Secretariat of this Committee is provided by a member of the Group's internal legal staff .
This Committee met fi ve times in 2014 including four times before the Board meeting scheduled to consider the publication of periodic results (quarterly, semiannual and annual).
Participation in Audit Committee meetings was very high (96%).
The mission of the Audit Committee is set out in a "Terms of Reference" document (see Annex 1, section 14). It integrates the requirements of Article 526 bis of the Corporate law.
The main tasks of the Audit Committee include:
At each meeting, the Audit Committee hears reports from the Chief Financial Offi cer, the head of the Group Service Internal Audit and the auditor in charge of the external audit (Deloitte, represented by Mr. Eric Nys). It also examines the quarterly report by the Group General Counsel on signifi cant ongoing legal disputes and reports on tax and intellectual property disputes. It meets alone with the auditor in charge of the external audit whenever it deems such meetings useful. The Chairman of the Executive Committee and CEO (Mr. Jean-Pierre Clamadieu) is invited, once a year, to discuss the major risks to which the Group is exposed.
The Directors belonging to this Audit Committee fulfi ll the criterion of competence by their training and by the experience gathered during their previous functions (see section 4.3. concerning the composition of the Board of Directors).
In 2014 until the Ordinary Shareholders' Meeting on May 13, 2014, the Finance Committee consisted of Mr. Nicolas Boël (Chairman), Mr. Jean-Pierre Clamadieu (Chairman of the Executive Committee), Mr. Bernard de Laguiche, Chevalier Guy de Selliers de Moranville, Mr. Hervé Coppens d'Eeckenbrugge and Mr. Yves-Thibault de Silguy. After the Ordinary Shareholders' Meeting on May 13, 2014, Mr. Gilles Michel was appointed Member of the Finance Committee.
Mr. Karim Hajjar (Executive Committee member and CFO) is invited to attend the Finance Committee meetings.
The Secretary of this Committee is Mr. Michel Defourny.
This Committee met four times in 2014. Participation of the members of the Finance Committee was very high (100%).
The Committee gives its opinion on fi nancial matters such as the amounts of the interim and fi nal dividends, the levels and currencies of indebtedness in the light of interest rate developments, the hedging of foreign-exchange and energy risks, the hedging policy of the long term incentives plans, the content of fi nancial communication, the fi nancing of major investments, etc. It fi nalizes the preparation of the press releases announcing the quarterly results. It may also be called on to give opinions on Board policies on these matters.
In 2014, the Compensation Committee consisted of Mr. Nicolas Boël (Chairman), Mr. Denis Solvay, Mr. Jean-Martin Folz (until the Ordinary Shareholders' Meeting on May 13, 2014). Mr. Yves-Thibault de Silguy, Mrs. Evelyn du Monceau, Mrs. Françoise de Viron and Mrs. Amparo Moraleda.
A majority of the members of this Committee have independent Director status within the meaning of the law.
The Chairman of the Executive Committee is invited to meetings, except for matters that concern him personally.
The Secretary of this Committee is Mr. Michel Defourny.
The meetings are prepared by the Group General Manager Human Resources, who attends the meetings.
This Committee met two times in 2014. Participation of the members of the Compensation Committee was very high (100%).
The Compensation Committee fulfi ls the missions imposed on it by law.
In particular, it advises the Board of Directors on Compensation policy and compensation levels for members of the Board of Directors and the Executive Committee, and is yearly informed about the compensation of General Management. It also gives its opinion to the Board of Directors and/or Executive Committee on the Group's principal compensation policies (including long term incentive plans). It also prepares the report on compensation.
The Compensation Committee has the expertise necessary to perform its missions.
In 2014, until the Ordinary Shareholders' Meeting on May 13.2014, the Nomination Committee consisted of Jean-Martin Folz (Chairman), Mr. Denis Solvay, Mr. Nicolas Boël, Mr. Yves-Thibault de Silguy, Mrs. Evelyn du Monceau, Mrs. Françoise de Viron and Mrs. Amparo Moraleda.
After the Ordinary Shareholders' Meeting of May 13, 2014, Mr. Yves-Thibault de Silguy became Chairman of the Nomination Committee, replacing Mr. Jean-Martin Folz in that capacity.
A majority of the members of the Nomination Committee are independent non-executive Directors.
The Chairman of the Executive Committee is invited to meetings, except for matters that concern him personally.
The Secretary of this Committee is Mr. Michel Defourny.
The Committee met three times in 2014. The participation of members of the Nomination Committee was very high (100%).
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.
5.1.1 The Board of Directors defi nes the role and mission of the Executive Committee.
The main decision on delegation of powers dates back to November 12, 2014. This decision took eff ect immediately.
The Board of Directors delegates to the Executive Committee the following powers:
Execution of Executive Committee decisions and following up on its recommendations is delegated to the Executive Committee member (or another General Manager) in charge of the activity or of the function corresponding to the decision or recommendation.
The Board of Directors in its resolution dated November 12, 2014 expanded the right of the Executive Committee to delegate its powers, under its responsibility, and in compliance with procedures and authorization limits set by the Executive Committee, to one or more of its members, the General Managers of the Group and/or heads of Global Business Units and functions. In particular it has delegated to the GBU Managers the power to undertake binding M&A transactions and capital expenditures up to a ceiling of € 10 million.
At December 31, 2014, the Executive Committee had fi ve members. Mr. Jacques van Rijckevorsel resigned as Executive Committee Member eff ective September 30, 2014.
Executive Committee members are appointed by the Board of Directors for two-year renewable terms. The Board of Directors has set an age limit of 65 for Executive Committee membership.
The Executive Committee is a collegial body made up of executives generally coming from the Group's senior management. Since January 1, 2013, each Executive Committee member has been in charge of the supervision of a number of Global Business Units/Functions; for the CEO and the CFO, this new role has been assumed in addition to their respective specifi c responsibilities.
All Executive Committee members have employment contracts with the Solvay group, except for Mr. Jean-Pierre Clamadieu, who has selfemployed status.
The Chairman of the Executive Committee is appointed by the Board of Directors based on a proposal by the Chairman of the Board of Directors and with recommendations by the Nomination Committee. The other Executive Committee members are also appointed by the Board of Directors, but on the proposal of the Chairman of the Executive Committee in agreement with the Chairman of the Board of Directors and with the opinion of the Nomination Committee and the Executive Committee.
Executive Committee members' performance is assessed annually by the Chairman of the Executive Committee. This assessment is undertaken together with the Chairman of the Board and with the Compensation Committee whenever proposals are made for setting variable compensation.
The performance of the Chairman of the Executive Committee is assessed annually by the Compensation Committee.
| Year of birth |
Year of fi rst appointment |
Term of offi ce ends Diplomas and main Solvay activities | Presence at meetings (as a function of date of appointment) |
|
|---|---|---|---|---|
| Mr. Jean-Pierre Clamadieu (F) |
1958 | 2011 | 2017 Engineering degree from the École des Mines (Paris). Chairman of the Executive Committee and CEO. |
11/11 |
| Mr. Jacques van Rijckevorsel (B) (until 30/09/2014) |
1950 | 2000 | Civil Engineering degree in Mechanics (Catholic University of Louvain). Advanced studies in Chemical Engineering (Free University of Brussels). AMP Harvard. Executive Committee member. |
9/9 |
| Mr. Vincent De Cuyper (B) |
1961 | 2006 | 2016 Chemical engineering degree (Catholic University of Louvain), Master in Industrial Management (Catholic University of Leuven), AMP Harvard. Executive Committee member. |
11/11 |
| Mr. Roger Kearns (US) | 1963 | 2008 | 2016 Bachelor of Science – Engineering Arts (Georgetown College – Georgetown), Bachelor of Science – Chemical Engineering (Georgia Institute of Technology – Atlanta), MBA (Stanford University). Executive Committee member. |
11/11 |
| Mr. Karim Hajjar (UK) | 1963 | 2013 | 2017 BSC (Hons) Economics (The City University, London). Chartered Accountancy (ICAEW) Qualifi cation. Executive Committee member and CFO. |
11/11 |
| P. Juéry (F) | 1965 | 2014 | 2016 Graduate of the European Business School of Paris (ESCP – Europe). Executive Committee member. |
11/11 |
5.4.1 The Executive Committee met 11 times in 2014. Meetings are generally held at the Company's registered offi ce, but can also be held elsewhere at the decision of the Executive Committee Chairman. The Executive Committee sets the dates of its meetings before the start of the fi nancial year. Additional meetings can be convened by the Chairman of the Executive Committee, who sets the agenda based, inter alia, on proposals from the Executive Committee members.
5.4.2 The Corporate Secretary, who acts as secretary to both the Board of Directors and the Executive Committee, is responsible, under the supervision of the Chairman of the Executive Committee, for organizing meetings and sending out notices of meetings and agendas.
Documents and information relating to the agenda items are made available to the members of the Executive Committee prior to the meetings.
The Corporate Secretary drafts minutes consisting of a list of decisions taken during the meeting. These are read and approved at the end of the meeting. They are immediately distributed.
They are not signed, but the Chairman of the Executive Committee and the Corporate Secretary may deliver certifi ed conformed copies of extracts.
It should be noted that the Executive Committee organized certain meetings in tele- or video-conference format.
5.4.3 The Executive Committee takes its decisions by a simple majority, with its Chairman having a casting vote. If the Chairman of the Executive Committee fi nds himself in a minority he may, if he wishes, refer the matter to the Board of Directors which will then decide on the matter. In practice, however, almost all Executive Committee decisions are taken unanimously, so that the Chairman has never made use of his casting vote. Attendance at meetings was 100% in 2014.
The topics submitted to the Executive Committee are presented and discussed in the presence of the heads of the involved entities (GBUs, functions). For important projects, it sets up ad hoc working teams, led mainly by Executive Committee members chosen on the basis of the competences required.
Directorships of Solvay SA are remunerated with fi xed 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 27 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) fi xed 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."
b) For Executive Committee members:
Compensation policy is decided by the Board of Directors based on proposals by the Compensation Committee.
In 2012, the Group re-evaluated and amended its Compensation policy to better align it with market practices and reinforce the link between variable pay and business performance. The Compensation policy is set out in annex 2. As a reminder, the policy has introduced a new harmonized short term incentive plan (STI), partly linked to Group economic performances (REBITDA under cash constraint ). It has also redesigned the long term incentive program (LTI), which is now partly linked to the achievement of pre-defi ned multi-year Group economic performance indicators (REBITDA and CFROI). It became eff ective in 2013.
The Board is regularly monitoring the challenging character of the performance thresholds imposed under the new Compensation policy in order to ensure a robust alignment of the performance metrics with the Solvay business ambitions. Both performance metrics are also managed dynamically to incorporate the evolving management of Solvay's portfolio and apply mechanically within the span decided by the Board.
a) For Directors:
The Chairman of the Board of Directors is the sole non-executive Director having permanent support provided by the Group (offi ce, 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.
b) For Executive Committee members:
The compensation of the Chairman and the members of the Executive Committee is set as a global gross amount. This includes not only the gross compensation earned at Solvay SA, but also compensation received, contractually and arm's length directors' fees, from companies throughout the world in which Solvay SA holds majority or other shareholdings.
Individual compensation is set by the Board of Directors based on recommendations by the Compensation Committee.
The Compensation package of the members of the Executive Committee is governed by the group Compensation policy set out in Annex 2 (section 15).
The compensation package of the Chairman of the Executive Committee is governed by specifi c arrangements given his self-employed status in Belgium. The level and structure of this compensation package are aligned with market practices for a similar function in a comparable organization and do follow the general design of the Solvay group Compensation policy. It consists of a fi xed compensation and an annual incentive target set at 100% of such base salary, with a maximum of 150%. Such short-term incentive is based on the achievement of predefi ned individual (weighted at 30% of the total short-term incentive) and collective pre-set objectives, themselves divided into economic (REBITDA under Cash constraint, weighted at 60% of the total shortterm incentive) and sustainable development (weighted at 10% of the total short-term incentive) objectives. He is fi nally entitled to a longterm incentive composed out of a 50/50 mix of stock options and socalled Performance Share Units, with an annual economic value target set at 150% of the base salary and a maximum guidance set at 200% of such base salary, in line with the general design of the generic Solvay long-term incentive plan but subject to the fi nal appreciation of the Board. Solvay's commitment to off er a competitive though challenging reward package to its CEO transpires from his pay mix, since his global variable pay target substantially outweights his base salary.
No major changes in the structure of the compensation package of the Chairman and the members of the Executive Committee are expected in 2015 and 2016.
GROSS COMPENSATION AND OTHER BENEFITS GRANTED TO DIRECTORS
| 2013 | 2014 | |||
|---|---|---|---|---|
| Compensation | Including Board of Directors and Committees |
Including Board of Directors and Committees |
||
| In € | Gross amount | attendance fees | Gross amount | attendance fees |
| N. Boël | ||||
| W Fixed emoluments + attendance fees |
63,000.00 | 28,000.00 | 59,000.00 | 24,000.00 |
| W "Article 27" supplement |
250,000.00 | 250,000.00 | ||
| D. Solvay | 70,500.04 | 35,500.00 | 64,000.04 | 29,000.00 |
| J-P. Clamadieu | 63,000.00 | 28,000.00 | 59,000.00 | 24,000.00 |
| J-M. Solvay | 63,000.04 | 28,000.00 | 59,000.04 | 24,000.00 |
| G. de Selliers de Moranville | 99,500.04 | 64,500.00 | 85,000.04 | 50,000.00 |
| J. van Zeebroeck(1) | 23,389.80 | 10,500.00 | ||
| J-M. Folz(2) | 79,500.04 | 44,500.00 | 24,889.80 | 12,000.00 |
| B. de Laguiche | 65,500.04 | 30,500.00 | 69,000.04 | 34,000.00 |
| B. Scheuble | 99,000.04 | 64,000.00 | 89,000.04 | 54,000.00 |
| A. Van Rossum(2) | 75,000.04 | 40,000.00 | 28,889.80 | 16,000.00 |
| C. Casimir-Lambert | 87,000.04 | 52,000.00 | 79,000.04 | 44,000.00 |
| H. Coppens d'Eeckenbrugge | 83,500.04 | 48,500.00 | 89,000.04 | 54,000.00 |
| P. Mateos-Aparicio Morales(1) | 27,389.80 | 14,500.00 | ||
| E. du Monceau | 70,500.04 | 35,500.00 | 64,000.04 | 29,000.00 |
| Y-T. de Silguy | 65,000.04 | 30,000.00 | 75,500.04 | 40,500.00 |
| A. Moraleda | 40,610.24 | 18,500.00 | 64,000.04 | 29,000.00 |
| F. de Viron | 40,610.24 | 18,500.00 | 64,000.04 | 29,000.00 |
| G. Michel(3) | 32,610.24 | 10,500.00 | ||
| R. Thorne(3) | 50 ,110.24 | 28 ,000.00 | ||
| 1,366,000.52 | 591,000.00 | 1,306 ,000.52 | 531 ,000.00 |
(1) Until May 12, 2013.
(2) Until May 12, 2014.
(3) From May 13, 2014.
| Compensation and other benefi ts granted to the Chairman of the Executive Committee (J-P. Clamadieu) | ||||
|---|---|---|---|---|
| In € 2013 |
2014 | |||
| Base compensation 1,000,000 |
1,000,000 | |||
| Variable compensation (Short Term Incentive) 1,100,000 |
1,500,000 | |||
| Pension and death-in-service and disability coverage (costs paid or provided for) 626,274 |
622,899 | |||
| Other compensation components(1) 46,927 |
17,674 |
(1) Company vehicle , correction of 2012 Base Compensation.
Based on the assessment of the achievement of his individual pre-set objectives by the Board of Directors and the achievement of the Group collective economic and sustainable development indicators, the 2014 compensation package of the Chairman of the Executive Committee was set as follows.
The base salary of the Chairman of the Executive Committee remained at € 1 million in 2014. The Annual Incentive target was set at 100% of such base salary, with a maximum of 150%. In accordance with the Group Compensation policy, Long Term Incentives are composed of a 50/50 mix of stock options and so-called Performance Share Units. The Long Term Incentive target is set at 150% of the base salary, with a maximum of 200%. In 2014, the face value of his overall LTI award added up to € 1.6 million, considering the exceptional role played by the Chairman of the Executive Committee in the transformation of the Group and its overall
performance. The gain which will eventually be derived on pay-out date, will depend upon achievement of the performance thresholds imposed on his PSU's as well as of the performance of the Solvay shares on the stock market. The resulting numbers of stock options and PSU's are calculated according to the Monte Carlo model.
The compensation package of the Chairman of the Executive Committee is in full compliance with Art. 520 ter of the Companies' Code.
The Chairman of the Executive Committee does not receive shares as part of his compensation package.
In the area of extra-legal pension rights, given his self-employed status in Belgium, he has his own separate contractual regime, with pension, death-in-service and disability rules, which refl ect the conditions he had previously at Rhodia.
| Compensation and other benefi ts granted to the other members of the Executive Committee | ||||
|---|---|---|---|---|
| In € 2013(1) |
2014(2) | |||
| Base compensation 2,502,169 |
2,453,117 | |||
| Variable compensation 1,646,328 |
2,135,155 | |||
| Pension and death-in-service and disability coverage (costs paid or provided for) 1,164,234 |
862,463 | |||
| Other compensation components(3 ) 82,172 |
113,107 |
(1) B. de Laguiche (until September 30, 2013), J. van Rijckevorsel, V. De Cuyper, R. Kearns, G. Auff ret, K. Hajjar (from October 1, 2013).
(2) J. van Rijckevorsel (until September 30, 2014), V. De Cuyper, R. Kearns, K. Hajjar, P. Juery.
(3 ) Representation allowance, luncheon vouchers, company car,…
Variable compensation consisted of an annual incentive based on the performance achieved towards pre-set collective Group economic and sustainable development performance objectives, and towards the performance of the manager as measured against a set of predetermined individual objectives.
The law (Art. 520 ter of the Companies' Code) provides that from 2011 onwards, in the absence of statutory provisions to the contrary or express approval by the General Meeting of Shareholders, at least one quarter of the variable compensation of Executive Committee members must be based on predetermined criteria of performance that are objectively measurable over a period of at least two years, and another quarter at least should be based on predetermined performance criteria that are objectively measurable over a period of at least three years.
The Compensation policy has been reviewed in 2012. The new Compensation policy set out in Annex 2 came into eff ect in 2013 and is in full compliance with Article 520 ter of the Companies' Code.
Executive Committee members receive stock options and so-called Performance Share Units as explained below. They do not, however, receive shares as part of their compensation packages.
Executive Committee members' expenses, including those of its Chairman, are governed by the same rules as apply to all Group management staff , that is the justifi cation of all business expenses, item by item. Private expenses are not reimbursed.
In the case of mixed business/private expenses (like cars), a proportional rule is applied in the same way as to all management staff in the same position.
In the area of insurance, the Company subscribes the same type of cover for Executive Committee members as it does for its senior managers.
Pensions and retirement and death-in-service coverage for Executive Committee members are based in principle on the provisions of the schemes applicable to senior executives in their base countries.
Solvay's Long Term Incentives (LTI) plan is made of two separate components, a plain vanilla stock option plan set in in 1999 on the one hand and a Performance share Unit plan set up in 2013 on the other hand.
The Stock Option program ("SO") includes the following basic features:
The plan was set up in 1999 to off er a competitive LTI vehicle aligned with Belgian practices. It is aimed at incentivizing Solvay's executive leadership team to work towards achievement of robust sustainable returns for the shareholders while off ering a robust retention tool to the Company. All stock option programs set up annually since 1999 who did expire to date, did not expire without off ering a payout opportunity to the benefi ciaries which is a solid indication of the eff ectiveness of the program.
The Performance Share Unit program (PSU) was set up in 2013 to seek further alignment with the development of market practices, helping Solvay to remain competitive in the market place in order to attract and retain talents while off ering a more performance contingent vehicle to incentivize key executives to pay their tributes towards Solvay's roadmap ambitions.
The PSU includes the following basic features:
In 2014, the Board of Directors, on the proposal of the Compensation Committee, allotted stock options to some 70 Group senior executives. The exercise price amounts to € 107.61 per option, with a three-year vesting period. Executive Committee members together were granted 84,535 options in 2014, compared with 97,490 options in 2013.
In combination with the stock option plan, the Board of Directors granted Performance Share Units (PSU) to around 450 Group Executives, for a possible pay-out in three years time if pre-set economic performance objectives (REBITDA and CFROI) are met. Executive Committee members together were granted 18,080 PSU in 2014.
| Country | Name | Function | Number of options | Number of PSU |
|---|---|---|---|---|
| Belgium | Clamadieu, Jean-Pierre | Chairman of the Executive Committee | 32,990 | 7,055 |
| Belgium | van Rijckevorsel, Jacques | Member of the Executive Committee | 10,309 | 2,205 |
| Belgium | De Cuyper, Vincent | Member of the Executive Committee | 10,309 | 2,205 |
| Belgium | Kearns, Roger | Member of the Executive Committee | 10,309 | 2,205 |
| Belgium | Hajjar, Karim | Member of the Executive Committee | 10,309 | 2,205 |
| Belgium | Juery, Pascal | Member of the Executive Committee | 10,309 | 2,205 |
| TOTAL | 84,535 | 18,080 |
| Options | 31/12/2014 | |||||||
|---|---|---|---|---|---|---|---|---|
| Held at | Granted in | Exercised in | ||||||
| Country | Name | 31/12/2013 | 02/2014 | 2014 | Expired in 2014 | Held | Exercisable Non exercisable | |
| Belgium | Clamadieu, Jean-Pierre | 96,444 | 32,990 | 0 | 0 | 129,434 | 0 | 129,434 |
| Belgium | van Rijckevorsel, Jacques (until 30/9/2014) |
90,726 | 10,309 | 42.400 | 0 | 58.635 | 18.600 | 40.035 |
| Belgium | De Cuyper, Vincent | 75,726 | 10,309 | 17.000 | 0 | 68.535 | 29.500 | 39.035 |
| Belgium | Kearns, Roger | 80,226 | 10,309 | 6.000 | 0 | 84.535 | 47.500 | 37.035 |
| Belgium | Hajjar, Karim | 10,309 | 0 | 0 | 10,309 | 0 | 10,309 | |
| Belgium | Juery, Pascal | 26,726 | 10,309 | 0 | 0 | 37,035 | 0 | 37,035 |
| TOTAL | 369.848 | 84,535 | 65.400 | 0 | 388.483 | 95.600 | 292.883 |
Executive Committee members, including the Chairman, have directorships in Group subsidiaries as a function of their responsibilities.
Where such directorships are compensated, they are included in the amounts given above, regardless of whether the position is deemed to be salaried or undertaken on a self-employed basis under local legislation.
No Executive Committee member, including the Chairman, will benefi t from any departure indemnity linked to the exercise of their offi ce. If their service ends early, only the legal system applies.
Mr. Jean-Pierre Clamadieu's contract includes a 24-month noncompetition clause, but with no more than 12 months' pay.
On September 30, 2014, Mr. Jacques van Rijckevorsel left the Executive Committee without departure indemnity.
Executive Committee members' contracts do not contain a clause providing a right of claw-back of variable compensation in case of erroneous fi nancial information.
The Chairman of the Board of Directors and the Chairman of the Executive Committee work together, through constructive dialogue and frequent exchanges, to harmonize the work of the Board of Directors (including its Committees) with that of the Executive Committee.
The following measures have been introduced to achieve this:
The Solvay group has set up an internal control system designed to provide a reasonable assurance that (i) current laws and regulations are complied with, (ii) policies and objectives set by General Management are implemented, (iii) fi nancial and non-fi nancial information is reliable, and (iv) internal processes are effi cient, particularly those contributing to the protection of its assets.
A reasonable assurance level means a high, but not absolute, level: any internal control system has limitations linked to human error, wrong decisions or to the choices made in terms of cost/benefi t of control.
This system has fi ve components: the control environment, a risk assessment process, control activities, information and communication, and the internal control monitoring.
To further improve the eff ectiveness of Risk Management, that includes adequate internal control implementation and monitoring by Internal Audit, the Group has decided, eff ective January, 1, 2014, to combine the dedicated teams under the authority of the Head of Internal Audit, Internal control and Risk management.
The control environment is the foundation of the internal control system, as it promotes the awareness and the compliant behavior of all employees. It is made up of various elements that set up a clear structure of principles, rules, roles and responsibilities, while showing the commitment of General Management.
The Management Book explains the organization and governance of the Group: the roles and responsibilities of the Executive Committee (Comex), Global Business Units and Functions are defi ned, as well as their scope. It also set forth a management framework expressed in the Group's Management and People Models, including accountability and transparency. Finally, it contains 25 "red lines" that are tackling key risks of the Group. These rules are mandatory for all employees.
The Code of Conduct begins with a message from the CEO and highlights the principles which must guide employees in their daily activities. It is based on a strong tradition of values that are deeply rooted in the Company's culture. As to the fi nancial reporting, the Code states that employees must ensure that it is accurate and compliant with applicable regulations. More information about the Code of Conduct and how it is promoted and implemented by the Legal and Compliance Department can be found in the Section 10 of the present report.
An Ethics Helpline, managed by a third party, is progressively being made available to employees to enable them to report potential violations of the Code of Conduct, in case they cannot go through their managers or through the Compliance organization, or wish to report anonymously.
The Financial Reporting Guide explains how the various IFRS rules should be applied in the Group.
All these documents are accessible widely through the Group intranet and regular trainings on the Code of Conduct are provided to all employees.
Standardized Human Resources processes are in place to allow development, training and appraisal of personnel.
The job descriptions for key positions are organized consistently by professional family: Finance has its own referential of job descriptions, covering the key positions that ensure the timeliness, compliance and quality of the fi nancial reporting.
Taking calculated risks while remaining in compliance with laws, regulations and the Code of Conduct is an inherent aspect of the business and industrial activities of the Solvay group. The Enterprise Risk Management (ERM) policy of Solvay is explained in the Management Book: it states that the Group will identify, quantify, assess and manage all potentially signifi cant business risks and opportunities by applying systematic risk management integrated with strategy, business decisions and operations. Enterprise Risk Management is seen as an essential management tool and aid in making the decisions needed to achieve the Company's short-, medium- and long-term objectives.
The Comex approves the risk management policies and processes used throughout the Group. The Internal Audit & Risk Management Department (IA/RM) is in charge of setting up a global and consistent system of risk management across the Group.
The process of risk management takes into account the organization's strategic objectives and is structured in following phases:
The enterprise risk management eff ort is structured around three mains pillars:
Moreover, the approach to design internal controls on major processes includes a step of risk assessment, to defi ne which are the key control objectives to target.
This is particularly the case for processes leading to the production of the fi nancial reporting.
More information on risks can be found in the "Managment of risks " section of this annual report, in particular with regard to the Group's main risks and the actions taken to avoid or reduce them.
Solvay uses a systematic approach to design and implement control activities in the most relevant processes. The key responsibilities in this approach are defi ned in Solvay's Management Book. The Corporate Process Owner (CPO) is the top management, Head of a Function, sponsor of processes (and sub processes). The Corporate Process Manager (CPM) is responsible for the defi nition of a standard process for the Group. He should:
The Internal Audit and Risk Management Department assists the Corporate Process Managers to identify the most signifi cant risks in the processes and to design control activities in proportion to the stakes inherent to each process. It also assists them to set up their annual internal control roadmap (indicating which issues and controls shall be a priority for the coming year, as well as the roll-out plan). This roadmap is validated each year by an Internal Control Steering Committee chaired by the Group CFO, and gathering all Heads of Function. At each level of the Group (Corporate, Shared services platforms and GBUs) management operating the various processes is responsible for the execution of the controls.
With regard to the controls on fi nancial data, these controls are implemented all along the Record-to-Report process: the fi nancial elements are consolidated monthly and analyzed at every level of responsibility of the Company (such as, for example, Solvay Business Services , the Finance Director of the entity, Group Accounting and Reporting and the Executive Committee) and in various ways such as, for example, variance analysis, plausibility and consistency checks, ratio analysis and comparison with forecasts.
The results are also validated quarterly by the Audit Committee, taking into account the work carried out by the External Auditor.
The information systems for the whole Group are managed by Solvay Business Services. A large majority of the operations of the Group are supported by a small number of integrated ERP systems. The fi nancial consolidation is supported by a dedicated tool.
General controls on the information systems cover both the security aspects, aimed at securing the protection of data, and the quality aspects, aimed at ensuring the best suitability of solutions (management of changes and projects) and services (management of IS operations) to the needs of the users.
The communication from top Management towards all the employees is supported by a number of tools, such as the Group intranet or electronic newsletters that go along direct presentations by members of the Comex to various teams throughout the world.
Besides the monthly reporting analysis prepared by the Group Controlling, the Comex has quarterly a thorough review of the GBU situation, through the Business Forecast reviews.
As to the fi nancial reporting disclosure, Solvay publishes quarterly results. Before each quarterly closing, the Group Accounting and Reporting Department circulates written detailed instructions to all concerned actors.
The publication of the results is subject to various checks and validations carried out in advance:
The Audit Committee is in charge of monitoring the eff ectiveness of internal control systems. It supervises the work of the Internal Audit Group with regard to fi nancial, operational, and compliance monitoring. In particular, it is informed of the scope, programs and results of the internal audit work and receives the assurance that the audit recommendations are properly implemented. The Mission Statement of the Audit Committee is given in Appendix 1 to this Corporate Governance Statement.
The Audit Committee is in charge of monitoring the eff ectiveness of internal control systems. It supervises the work of the Internal Audit Group with regard to fi nancial, operational, and compliance monitoring. In particular, it is informed of the scope, programs and results of the internal audit work and receives the assurance that the audit recommendations are properly implemented. The Mission Statement of the Audit Committee is given in Appendix 1 to this Corporate Governance Statement.
Internal Audit is an independent objective assurance and consulting activity designed to add value and improve the Group operations. It helps the Group to accomplish its objectives by bringing a systematic, disciplined approach to evaluate and improve the eff ectiveness of risk management, control and governance processes.
The internal audit assignments are planned and defi ned in terms of content on the basis of a risk analysis; the diligences focus on the areas perceived as having the highest risks. All the consolidated entities within the Group are visited by Internal Audit at least every three years.
The recommendations of Internal Audit are implemented by management.
Other entities carry out activities of the same type in very specifi c areas. For example:
The audit of the Company's fi nancial situation, its fi nancial statements and the conformance of the statements with respect to the Companies' Code and the by-laws, and of the entries to be recorded in the fi nancial statements, is entrusted to one or more auditors appointed by the Shareholders' Meeting from among the members, either physical or legal persons, of the Belgian Institute of Company Auditors.
The mission and powers of the auditor(s) are those set by the law.
The Shareholders' Meeting sets the number of auditors and fi xes their emoluments in accordance with the law. Auditors are also entitled to reimbursement of their travel expenses for auditing the Company's plants and administrative offi ces.
The Shareholders' Meeting may also appoint one or more alternate auditors. Auditors are appointed for three-year renewable terms, which may not be revoked by the Shareholders' Meeting other than for good reason.
The audit mandate of Deloitte Réviseurs d'Entreprises SC s.f.d. SCRL has been renewed at the Ordinary Shareholders' Meeting of 2013 for three years.
Deloitte Réviseurs d'Entreprises SC s.f.d. SCR is represented by Mr. Eric Nys. Mr. Frank Verhaegen has been appointed by the Ordinary Shareholder's Meeting of 2013 as alternate representative of Deloitte Réviseurs d'Entreprises SC s.f.d. SCRL for the same duration.
The yearly audit fees are € 1,146,300. They include the audit of the statutory accounts of Solvay SA as well as the audit of the Group consolidation.
Deloitte received € 203,000 in supplementary fees in 2014.
The Solvay Code of Conduct sets out how Solvay carries out its business and interacts with its stakeholders in an ethical and compliant manner. It is based on a strong tradition of values that are historically ingrained in the Group's culture. This Code applies to every Solvay employee wherever Solvay operates or conducts its business.
The Solvay Code of Conduct provides general guidance to all employees about how to behave in the workplace, in Solvay's businesses and while representing Solvay in their communities. It is not an exhaustive document anticipating every situation employees may face in their dayto-day business. Rather, the Code highlights the guiding principles that form the basis of the Group's policies.
The Code of Conduct is part of the Group's constant eff ort to maintain and strengthen trust both among all its employees and between the Group and its partners, including its employees, their representatives, shareholders, customers and suppliers, government agencies and all other third parties.
To obtain the widest possible involvement of all employees in implementing the Code, the Group will continue to promote a rich and balanced social dialogue between senior management and social partners.
The Solvay group takes various measures to ensure that the Code is applied, including targeted training programs and sanctions in case of violation.
The Legal & Compliance F unction under the authority of the Group General Counsel, contributes to the compliance culture. The Ethics and Compliance Department has the more specifi c objective of strengthening a culture based on ethics and in compliance with the Solvay Values and Code of Conduct.
Compliance Offi cers have been appointed in all four geographic zones where the Group is active. They are assisted by a network of experienced employees tasked, in addition to their other responsibilities, with supporting activities in this area.
The Group encourages its employees to take up any diffi culty or question relating to the application of the Code of Conduct with superiors or other identifi ed interlocutors (Compliance Offi cers, legal staff , human resources).
The Group also operates, on a worldwide basis, an Ethics Helpline in the form of an external service to voice any diffi culties or pose questions in complete confi dence and in some cases on an anonymous basis. The Ethics Helpline is managed in accordance with applicable legislation and in particular with the laws governing data protection.
In the joint ventures, Board representatives make every eff ort to have rules adopted that are in line with the Group's Code of Conduct.
The Group has established a policy for preventing insider trading, and a manual containing strict rules of confi dentiality and non-use of "inside information" for both regular and occasional insiders. This policy and manual have been widely circulated within the Group.
The interpretation and oversight of compliance with these rules are entrusted to a Transparency Committee composed of the Group Corporate Secretary (Chairman), who is also Group General Manager Communication, the Chief Financial Offi cer, the Group General Counsel and the Group General Manager Human Resources. In particular, this Committee advises the Board of Directors, the Executive Committee and any employee confronted with a diffi cult situation.
This policy is applied equally by the Executive Committee and the Board of Directors.
Moreover, in conformity with the law of August 2, 2002, persons exercising managing responsibilities within the Group, and persons who are closely related to them, that is:
have been informed and are regularly reminded of their obligation to declare to the Financial Services and Markets Authority every transaction involving Solvay shares.
The internal organization of the Solvay group is described on page 3 2 of this annual report.
Solvay shares are dually listed on Euronext Brussels – the primary listing – and, since January 2012, on Euronext Paris under the unique mnemonic code of SOLB. Furthermore, Solvay joined the CAC 40 stock index on September 21, 2012. Both these events refl ect the Group's long history in France as well as its economic weight.
On December 31, 2014, its price was € 112.4, as against € 115.0 at the end of 2013. During 2014, the average price was € 114.91 and the highest price was € 129.15 (July 22, 2014).
Average daily trading volume as reported by Euronext was 193,011 shares in 2014, compared with 213,337 shares in 2013.
Throughout the year the Investor Relations team has endeavored to communicate in a timely and eff ectively manner with, and present fi nancial and strategically relevant facts about and developments concerning Solvay to various investor groups, equity and credit analysts and other stakeholders, on a worldwide basis. To that end, in the course of the year, the Investor Relations team members have held regular contacts with fi nancial analysts and institutional and retail investors, including updates with facts regarding fi nancial and strategic trends and have organized selected presentations, visits and roadshows.
The Group is very attentive to the equal treatment of all shareholders.
The Group's communication policy is to disseminate, as soon as reasonably possible, information that is of material interest to the market in the form of press releases and/or press conferences and public presentations available in the Group internet website.
Investor Relations Rue de Ransbeek, 310 B-1120 Brussels (Belgium) e-mail: [email protected] Internet: www.solvay.com
For many years the Group has maintained very close relations with individual investors both by taking part in fairs and conferences and by providing regular information on the life of the Group (press releases, the annual report, etc.) on request.
In 2014, the Solvay group actively continued its meetings with individual investors.
By way of example:
Furthermore, the Group implemented a campaign including Corporate & fi nancial performance messages on fi nancial internet sites in Belgium and in France.
Finally, Solvay launched a monthly e-newsletter called "SOLVAY IN ACTION" available in French, Dutch and English that presents key quarterly fi nancial messages as well as stories, videos and images which illustrate the Group evolution through its key strategic levers. SOLVAY IN ACTION primarily addresses Solvay's Investors' Club but its entire content is available in the Investors section of www. solvay. com. Since the launch of SOLVAY IN ACTION in September 2014, members of the Investors' Club have almost tripled.
Roadshows and meetings with senior Group managers are organized regularly for international fi nancial professionals (analysts, portfolio managers, press, etc.). Solvay is also developing an active dialogue on its Sustainability policy and parameters and multiplies the opportunities of interaction with investors concerned with Corporate Social Responsibility (CSR) values.
In 2014, more than 800 total contacts were established at meetings and events organized in Europe (Brussels, London, Paris, Frankfurt, Geneva, Zurich, Edinburg, Dublin, Amsterdam, Luxembourg, Stockholm, Copenhagen, Helsinki, etc.), the United States and Asia.
Conference telephone calls with management are also systematically organized, every quarter, to comment on Group results.
Dedicated internet pages, www.solvay.com/en/investors, provide shareholders and investors with the latest published fi nancial and strategic information from the Group. The site, constantly improved, provides various and valuable services. Furthermore, it is henceforth available in three languages – English, French and Dutch. Based on responsive design, it off ers an optimal viewing experience on any devices.
in order to receive email notifi cations in the three languages concerning information of various kinds: agendas of meetings, including the Annual Shareholders' Meeting, by-laws amendments, special reports of the Board of Directors, publication of the annual report, unconsolidated parent company accounts, payment of dividends, etc. In 2014, a new section dedicated to the shareholders' information has been created. It gathers SOLVAY IN ACTION, the information program mentioned in the section 13.3 of the present report, practical information concerning shares registration and answers to the most frequent questions.
It especially provides useful contacts with sell-side analysts who closely track the Group. It further off ers the opportunity to join the Investors' Club
The Audit Committee is composed of at least four members.
The members of the Audit Committee are all non-executive Board members and at least a majority of them are independent Board members as defi ned in article 526 ter C. Soc.
The members of the Audit Committee collectively are competent in the area of activities of the Company, as well as in fi nancial management, fi nancial reporting, accounting and audit through their training and experience acquired over the course of their careers. At least one of them, who is an independent Board member, has special competence in accounting and audit.
The Audit Committee invites the following people to give reports during each of its meetings:
The Chairman of the Executive Committee of Solvay SA is invited once a year to discuss the Group's major risks.
The Audit Committee will meet at least four times per year, before the Board of Directors' meetings that deal with the approval of the annual, semiannual and quarterly results.
Additional meetings may be called to debate the scope of the plans, year-end closing topics, Internal Control mechanisms, Risk Management and audit costs and to discuss other important fi nancial questions.
a) The Audit Committee ensures that the annual report and the annual accounts, periodic fi nancial statements and all other important fi nancial communications of the Group comply with generally accepted accounting principles (IFRS for the Group, Belgian accounting law for Solvay SA). These documents must refl ect a true and relevant image of the Group's business and of the parent company and must satisfy all statutory and regulatory provisions.
As a Committee of the Group's Board of Directors, the Audit Committee prepares minutes of each of its meetings and submits them to the Board.
In 2012, the Group has reviewed its Compensation policy with the objective of:
To assess relevant competitive practice, Solvay takes as its frame of reference a selection of European chemical and industrial manufacturing companies with international operations and annual sales revenues and headcount reasonably close to its own. The composition of this group is reviewed on a periodic basis to assure that it continues to refl ect the Company's strategic orientation. It is currently composed out of sixteen European-based multinational companies headquartered in six diff erent European countries and active in both the Chemical sector and/ or Industrial sector.
For executives with a non-European home country and who are based outside Europe, the home country practice (ideally weighted towards the chemicals sector) constitutes the reference. For data relating to the international market, the services of internationally recognized compensation consultants are retained.
Solvay's objective is to provide total compensation levels that are at or around the median of the chosen reference market for normal performance and close to the upper quartile level of the market in case of outstanding collective and individual performance.
The compensation of the General Managers comprises the Base Salary (reviewed on an annual basis), Annual Incentives, Long Term Incentives and Other Benefi ts.
The new Compensation policy eff ective as of 2013, covers the Executive Committee members, the General Managers and the Heads of large Global Business Units.
The Compensation policy is composed of Short Term Incentive (STI) plan providing for annual bonus linked to the Group business performance and Long Term Incentive (LTI) plan to introduce a link with the global Group performance.
STI are partly linked to the Group performance and partly linked to individual performance.
The target annual incentive ranges, according to position level, from 50% (General Managers and Heads of large GBUs) to 60% (members of the Executive Committee) of base salary. The target short-term incentive consists of three components weighted as follows:
The actual annual incentive can vary from 0% in case of poor performance up to 200% of target in case of outstanding collective and individual performance.
The Long Term Incentives consist of a 50/50 mix of Stock Options (SOP) and Performance Share Units (PSU).
With respect to stock options, the Board of Directors determines annually the volume of Stock options available for distribution based on their accounting fair value at grant, using the Monte Carlo fi nancial formula. The total volume of options available is then allocated to the top executives of the Company based on the importance of their individual contribution/position to the success of the Solvay group.
With respect to PSU's, it is equally the Board's responsibility to determine the envelope available for distribution based on the closing value of the Solvay share at grant date. The total volume of PSU's available is then allocated to the senior managers of the Company based on their expected ability to substantially contribute to the achievement of Solvay's ambitions.
The SO plan is a plan vanilla plan providing each benefi ciary with the right to buy Solvay shares at a strike price corresponding to the fair market value of the shares upon grant. They bear no intrinsic value at that point in time and will only generate a potential gain for the benefi ciaries if the stock price rises. This grant is conceded for a duration of eight years. It cannot be exercised for the fi rst three calendar years following the grant. Options are not transferrable except in case of death. The plan contains a so called bad leaver clause.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.