Governance Information • Apr 9, 2014
Governance Information
Open in ViewerOpens in native device viewer
a In 2013, Solvay's constant effort to enhance the compliance culture resulted in a new edition of the Code of Conduct notably providing guidance about how to behave in the workplace, in businesses and while representing the Group. In all zones where the Group is active Compliance Officers are deploying a progam to strengthen a culture based on ethics and compliance in line with the Solvay values. An external Ethics helpline is available to voice any difficulty in complete confidence.
This chapter is an annex to the Management Report
| 1 | Legal and shareholding structure of Solvay SA |
164 |
|---|---|---|
| 2 | Capital and dividend policy | 165 |
| 3 | Shareholders' Meetings | 167 |
| 4 | Board of Directors | 170 |
| 5 | Executive Committee | 179 |
| 6 | Compensation report | 181 |
| 7 | Chairmen's roles in achieving coordination between the Board of Directors and the Executive Committee |
187 |
| 8 | Main characteristics of risk management and internal control systems |
188 |
| 9 | External audit | 190 |
| 10 | Code of Conduct | 190 |
| 11 | Preventing insider trading | 191 |
| 12 | Internal organization of the Solvay group |
191 |
| 13 | Relations with shareholders and investors |
191 |
| Annexes | ||
| 14 | Audit Committee Mission Statement | 194 |
| 15 | Compensation policy for General Managers |
195 |
The Solvay group has adopted the 2009 Belgian Corporate Governance Code as its reference code in governance matters. This report 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 GUBERNA internet site (www.guberna.be).
1.1 Solvay SA is a société anonyme (public limited liability company) created under Belgian law. The address of its registered office 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, 2013, 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 the NYSE Euronext Brussels. It has also been admitted to trading on NYSE Euronext Paris since January 23, 2012. The Solvay share is included in several indexes:
In September 2013, Solvay was listed as a member of the European Dow Jones Sustainability Index (DJSI Europe). DJSI is the frontranking, non-financial global index of the most efficient companies in the area of social and environmental responsibility.
Since February 15, 2007, Solvay Stock Option Management SPRL has appointed the bank Rothschild & Cie., under a liquidity contract, to improve the liquidity of the share on NYSE Euronext Brussels. This appointment remained in place in 2013.
1.3 Solvay SA's main shareholder is Solvac SA, which at December 31, 2013 held a little over 30% of the capital and voting rights in Solvay. Solvac SA has filed the required transparency declarations every time it has passed a legal or statutory declaration threshold. It has also made the notifications 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 NYSE 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. notified Solvay that on November 21, 2012 the total participation of its various affiliates reached 3.03% or 2,562,505 shares.
In addition, at December 31, 2013, Solvay Stock Option Management SPRL held 1.81% of the shares issued by Solvay SA (1,529,870 shares), in particular to cover the Solvay stock options program (see under 2.1. "Capital").
The latest transparency declarations are available on the internet site www.solvay.com.
The remaining shares are held by:
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 2013 Shareholders' Meeting, shares were deposited and votes cast in respect of 59.38% of Solvay SA's capital.
1.5 At December 31, 2013, 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-financing out of its profits, only a portion of which are distributed (see "Dividend policy" below).
2.1.2 By resolution of the Extraordinary Shareholders' Meeting of May 12, 2009, the Board of Directors was authorized, for a period of five years from that date, to acquire or dispose of, on the stock exchange, Company shares representing up to 20% of its capital (i.e. 16,940,000 shares), at a price of between € 20 and € 150. No use was made of this facility in 2013.
It will be proposed that the Extraordinary Shareholders' Meeting of May 13, 2014 renew this authorization for a new period of five years and to modify the range of prices between € 20 and € 200.
2.1.3 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. This covering program was authorized for a five-year period by the Extraordinary Shareholders' Meeting of May 12, 2009.
In February 2013, for implementation March 2013, the Board of Directors, on the proposal of the Compensation Committee, allotted stock options to around 75 Group senior executives. This stock options plan includes Mr. Jean-Pierre Clamadieu and Mr. Bernard de Laguiche (also directors). Mr. JP. Clamadieu and Mr. B. de Laguiche abstained, for ethical reasons, from the deliberations of the Board of Directors that concerned them with respect to stock options.
The Board of Directors noted their declaration of abstention, deeming that their participation in the plan fell under Article 523 §3.2 of the Companies' Code covering routine operations undertaken under normal market conditions and normal market safeguards for operations of the same type.
Mr. Clamadieu has accepted 35,178 options; Mr. de Laguiche 11,726 options.
At December 31, 2013, Solvay Stock Option Management SPRL's holdings of Solvay SA shares represented 1.81% (1,529,870 shares) of the Company capital.
In 2013, stock options representing a total of 901,810 shares were exercised (it should be noted that options are in principle exercisable over a period of five 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 offer 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 beneficiaries to retain their rights and to sell their Rhodia shares during a specified period after the close of the tender offer. The free shares exposure is fully covered.
| Issue date | Exercise price (In €) | Exercise date | 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% |
2.1.4 Independently of the authorization mentioned in paragraph 2.1.2. above, and in a defensive context, the Company has the ability to buy back its own shares on the stock market, up to 20% of the subscribed capital, with no price floor or cap, in the event of a threat of serious and imminent damage, such as, for example, a hostile public takeover bid.
This system was renewed in May 2011 for a three-year period by an Extraordinary Shareholders' Meeting of the Company.
It will be proposed that the Extraordinary Shareholders' Meeting of May 13, 2014 renews that authorization for a new three-year period.
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 installments, 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 first nine months of the current year.
In this way, for 2013, an interim dividend of € 1.3333 gross per share (€ 1.00 net after Belgian withholding tax of 25%) was approved by the Board of Directors on October 24, 2013.
This interim dividend, which was paid on January 23, 2014, is to be offset against the total dividend for 2013.
As to the balance, once the annual financial 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 installment, i.e. the balance after deducting the advance payment, is payable in May.
The dividend for 2013, proposed to the General Shareholders' Meeting of May 13, 2014, is € 3.20 gross per share (€ 2.40 net per share), stable; compared with the dividend for 2012. Given the interim dividend payment made on January 23, 2014, the balance of € 1.8667 gross per share (€ 1.40 net per share) will be payable from May 20th, 2014.
p Solvay dividend (gross) from 1994 to 2013 (in EUR)
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 offer any tax or financial benefit in Belgium to make it attractive to investors.
It should be noted that the law of December 20, 2010 concerning the exercise of certain rights of shareholders in listed companies has modified 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 office 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:
W approval of the annual financial statements;
W setting the dividend for the year;
Extraordinary Shareholders' Meetings are required in particular for all matters affecting 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 postoffice mail at the address they have given, including notification 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 notified of meetings by announcements in the press. These notices of meetings are published in the official Belgian gazette (Moniteur Belge/Belgisch Staatsblad) and in the financial press, in particular the Belgian French and Dutchlanguage 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 effect, 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 certificate 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 notified 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 specific voting instructions given to him by a shareholder, except for the exceptions provided by the Companies Code.
In the absence of specific instructions on each agenda item, the agent who finds himself in a situation of potential conflict 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 office or electronically to the email address specified 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 confidentiality 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 office.
The minutes of the Shareholders' Meeting are drawn up and adopted by shareholders at the end of the meeting.
They are 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 will be published on the Company's internet site (www.solvay.com) no later than the 15th calendar day after the date of the Shareholders' Meeting. Minutes of the most recent Shareholders' Meetings are also available on the Company's internet site (www.solvay.com). Copies or official 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 notification 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 (official versions) and in English (unofficial 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 defined by Belgian law.
The main key areas which the Board of Directors has reserved for itself are:
2 setting the general strategies and general policies of the Group;
3 approving the reference frameworks for internal control and for risk management;
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. For documents relating to the day-today management of the Company, the signature of a single director member of the Executive Committee is sufficient. Pursuant the Board of Directors resolutions dated October 21, 2012 and July 30, 2013, the Executive Committee has authorized for day-to-day management duties and for other power delegated to the Executive Committee, the signature of any member of the Executive Committee as well as the signature of each any Group General Manager acting in conjunction with the Chairman of the Board of Directors or the Chairman of the Executive Committee. Powers may also be delegated on a case-bycase basis as needs arise.
4.2.3 Subject to in the provisions of 2.1.4. (Article 523 of the Companies Code), the Directors of the Company were not confronted in 2012 with conflict 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, 2013, the Board of Directors consisted of 15 members, as listed on pages 174 and 175.
At the Ordinary Shareholders'Meeting of May 13, 2014, the Board of Directors will propose:
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, 2013, 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 12 men and 3 women at December 31, 2013, 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 office.
Based on Belgian law, the Board of Directors sets the criteria for determining directors' independence. Each director fulfilling these criteria is presented to the Ordinary Shareholders' Meeting for confirmation.
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:
3 during three years prior to appointment, not having been part of the senior management, within the meaning of Article 19.2 of the law of September 20, 1948 on the organization of the economy, of the Company or of a company or an affiliated person within the meaning of Article 11 of the Companies' Code;
4 not having received compensation or any other significant benefit of a patrimonial nature from the Company or an affiliated company or person within the meaning of Article 11 of the Companies' Code, with the exception of any profit percentages (tantièmes) or fees received in the capacity of non-executive member of the management body or a member of the supervisory body;
b) where the person in question holds ownership rights of under 10%:
W when these ownership rights are added to those held in the same company by companies over which the independent director has control, these ownership rights may not reach one tenth of the capital, of the Company equity, or a category of shares of the Company,
or
W the use of these shares or the exercise of the rights attached to the same may not be subject to contract stipulations or to unilateral commitments to which the independent member of the management body has subscribed,
c) not representing in any way a Shareholder Meeting the conditions of this item;
6 not maintaining, or having maintained during the past financial year, a significant business relationship with the Company or with an affiliated company or person within the meaning of Article 11 of the Companies' Code, either directly or in the capacity of partner, 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, 2013, 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).
| Year of birth |
Year of first appointment |
Solvay SA mandates, and expiry date of directorship |
Diplomas and activities outside Solvay | Presence at Board meetings in 2013 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 Sofina. |
7/7 | |
| 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. |
7/7 | |
| Mr. Bernard de Laguiche (F/BR)* |
1959 | 2006 2017 Member of the Executive Committee until September 30, 2013, Director and Member of the Finance Committee |
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 and Member of the Innovation Board |
Advanced Management Programme – Insead. CEO of Albrecht RE Immobilien GmbH & Co. KG.,Berlin (Germany), Director of Heliocentris GmbH & Co. KG., Berlin (Germany), Chairman of the Board of the International Solvay Institutes. |
7/7 | |
| 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. |
7/7 | |
| Mr. Denis Solvay (B) | 1957 | 1997 2014 Director, Member of the Compensation and Nomination Committees |
Business engineering – Solvay Business School (Université Libre de Bruxelles). Director of Eurogentec and of Abelag Holding. |
7/7 | |
| Mr. Jean van Zeebroeck (B) |
1943 | 2002 Independent Director Member of the Compensation and Nomination Committees until May 14, 2013 |
Doctorate of Law and diploma in Business Administration (Catholic University of Louvain), MA in Economic Law (Free University of Brussels), Master of Comparative Law (University of Michigan – USA). General Counsel of 3B-Fibreglass Company. |
2/3 | |
| Mr. Jean-Martin Folz (F) |
1947 | 2002 2014 Independent Director Member of the Compensation 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. |
7/7 | |
| Prof. Dr. Bernhard Scheuble (D) |
1953 | 2006 2014 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. |
7/7 | |
| 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). |
6/7 |
| Year of birth |
Year of first appointment |
Solvay SA mandates, and expiry date of directorship |
Diplomas and activities outside Solvay | Presence at Board meetings in 2013 as a function of date of appointment |
|
|---|---|---|---|---|---|
| Mr. Charles Casimir-Lambert (B/CH) |
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 finance (University of St.Gallen – Switzerland). Supervision of family's global interests. |
7/7 | |
| Mrs. Petra Mateos Aparicio Morales (ES) |
N/A | 2009 Independent Director Member of the Finance Committee until May 14, 2013 |
PhD in Economics and Business Administration (Universidad Complutense, Madrid – Spain). Former Executive Chairwoman of Hispasat (Spain and International), Former President of Hisdesat; Tenured Professor of Finance at the University of Business Administration, UNED Madrid, Board of Trustees ANECA, Member of the International Consultive Board of Science, University and Society of CRUE, Vice President of Spain US Chamber of Commerce. |
3/3 | |
| Mr. Hervé Coppens d'Eeckenbrugge (B) |
1957 | 2009 2017 Independent Director Member of the Finance Committee Member of the Audit Committee since July 31, 2013 |
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). |
7/7 | |
| Mr. Yves-Thibault de Silguy (F) |
1948 | 2010 2015 Independent director Member of the Compensation and Nomination Committees Member of the Finance Committee since July 31, 2013 |
MA in Law from the University of Rennes, DES in public law from the Université de Paris I, graduate of the Institut d'Etudes 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 Sofisport (France), Director of VTB bank (Moscow), and Chairman of YTSeuropaconsultants. |
5/7 | |
| Mrs. Evelyn du Monceau (B) |
1950 | 2010 2017 Independent director Member of the Compensation and Nomination Committees |
MA in Applied Economics from the Catholic University of Louvain. Vice Chair of the Board and Chair of the Remuneration 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. |
7/7 | |
| Mrs. Françoise de Viron (B) |
1955 | 2013 2017 Independent Director Member of the Compensation and Nomination Committees since July 31, 2013 |
Doctorate of Science (UCL, Louvain-la-Neuve). Master in Sociology (UCL, Louvain-la-Neuve) Professor in the Faculty of Psychology and Education Sciences at 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 |
4/4 | |
| Mrs. Amparo Moraleda Martinez (ES) |
1964 | 2013 2017 Independent Director Member of the Compensation and Nomination Committees since July 31, 2013 |
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 Officer, International Division (Spain) and Acting CEO, Scottish Power (UK) of Iberdrola Member of the Boards of the following listed companies: Alstom (France), Faurecia (France), Corporacion Financiera Alba (Spain) and Melia Hotels International (Spain). Member of the Consejo rector of Consejo Superior of Investigaciones Cientificas. |
4/4 |
* Full-time activity in the Solvay group.
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 fulfilling the related criteria, after informing the Works' Council of the same. It also first seeks the opinion of the Nomination Committee, which is tasked with defining and assessing the profile of any new candidate using the criteria of appointment and of specific 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 office, the Board of Directors may appoint a new member, subject to ratification by the next following Ordinary Shareholders' Meeting.
The Board of Directors met seven times in 2013. Five ordinary meetings are planned in 2014.
The dates of ordinary meetings are set by the Board of Directors itself, more than one year before the start of the financial 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 files at least five 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 threequarters 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 identified 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 finance, 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 will expire on May 13, 2014, at the date of the Ordinary Shareholders'Meeting. The new composition of Committees will reflect departures/appointments within the Board on that date. It will take effect on May 14, 2014 for a period of two years ending on the date of the Ordinary Stakeholder's Meeting to be held in 2016.
In 2013, 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 (since July 31, 2013). These are independent nonexecutive directors, with the exception of Chevalier Guy de Selliers de Moranville. The Secretariat of this Committee is provided by a member of the Group's internal legal staff.
This Committee met five times in 2013, 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 Officer, 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 significant ongoing legal disputes and reports on tax and intellectual property disputes. It meets alone with the auditor in charge of the external audit whenever 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 fulfill 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 2013, until the Ordinary Shareholders' Meeting on May 14, 2013, the Finance Committee consisted of Mr. Nicolas Boël (Chairman), Mr. Jean-Pierre Clamadieu (Chairman of the Executive Committee) and Mr. Bernard de Laguiche (Member of the Executive Committee and Chief Financial Officer) and three Directors, Mrs. Petra Mateos-Aparicio Morales, Chevalier Guy de Selliers de Moranville and Mr. Hervé Coppens d'Eeckenbrugge. Effective July 31, 2013, Mr. Yves-Thibault de Silguy became a Member, replacing Mrs. Petra Mateos and effective October 1, 2013 Mr. Karim Hajjar (replacing Mr. Bernard de Laguiche as Executive Committee Member and CFO) is invited to attend the
Finance Committee meetings It should be noted that Mr. Bernard de Laguiche remains a Member of the Finance Committee.
The Secretary of this Committee is Mr. Michel Defourny.
This Committee met five times in 2013. Participation of the members of the Finance Committee was very high (93%).
The Committee gives its opinion on financial matters such as the amounts of the interim and final dividends, the levels and currencies of indebtedness in the light of interest rate developments, the hedging of foreign-exchange and energy risks, the policy of buying in own shares, the content of financial communication, the financing of major investments, etc. It finalizes 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 2013, until the Ordinary Shareholders' Meeting on May 14, 2013, the Compensation Committee consisted of Mr. Nicolas Boël (Chairman), Messrs. Denis Solvay, Jean van Zeebroeck, Jean-Martin Folz, Yves-Thibault de Silguy and Mrs. Evelyn du Monceau.
Effective July 31, 2013 Mrs. Françoise de Viron assumes the term left vacant by Mr. Jean van Zeebroeck as Member of the Compensation Committee after the Ordinary Shareholders Meeting of May 14, 2013, and Mrs. Amparo Moraleda was also appointed Member of the Compensation Committee.
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 2013. Participation of the members of the Compensation Committee was very high (100%).
The Compensation Committee fulfills 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 2013, until the Ordinary Shareholders' Meeting on May 14, 2013, the Nomination Committee consisted of Jean-Martin Folz (Chairman), Messrs. Denis Solvay, Nicolas Boël, Jean van Zeebroeck, Yves-Thibault de Silguy and Mrs. Evelyn du Monceau.
Since July 31, 2013, Mrs. Françoise de Viron assumes the term left vacant by Mr. Jean van Zeebroeck as Member of the Nomination Committee, after the Ordinary Shareholders'Meeting of May 14, 2013, and Mrs. Amparo Moraleda was also appointed Member of the Nomination Committee.
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 2013. 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 defines the role and mission of the Executive Committee.
The main decision on delegation of powers dated back to October 24, 2012. This decision took effect on January 1, 2013.
The Board of Directors at the same time approved the internal rules of the Executive Committee.
5.1.2. The Executive Committee, acting collectively, has been assigned the following main tasks by the Board of Directors:
W deciding on acquisitions and divestitures (including intellectual property) up to a ceiling of € 50 million (including debts and other commitments). The Board is informed of decisions involving amounts over € 10 million;
W taking capital expenditure ("Capex") decisions up to a ceiling of € 50 million. The Board is informed of decisions involving amounts over € 10 million;
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 October 24, 2012, 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, 2013, the Executive Committee had six members. Mr. Bernard de Laguiche resigned as Executive Committee Member and CFO effective September 30, 2013. Effective October 1, 2013, Mr. Karim Hajjar was appointed as Member of the Executive Committee and CFO. Effective January 1, 2014, Mr. Pascal Juéry was appointed as Member of the Executive Committee, to replace Mr. Gilles Auffret who left the Executive Committee on December 31, 2013.
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. An exception to this rule was granted by the Board of Directors on December 14, 2011 for of Mr. Gilles Auffret, whose mandate was renewed for a further two-year term until the end of 2013. This exception was justified by the transition situation due to the integration of Rhodia into the Solvay group.
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 specific responsibilities.
All Executive Committee members have employment contracts with the Solvay group, except for Mr. Jean-Pierre Clamadieu, who has self-employed 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 and the outgoing Chairman of the Executive 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 first appointment |
Term of office ends Diplomas and main Solvay activities | Presence at meetings (as a function of date of appointment) |
||
|---|---|---|---|---|---|
| Mr. Jean-Pierre Clamadieu (F) |
1958 | 2011 | 2015 Engineering degree from the École des Mines (Paris). Chairman of the Executive Committee and CEO |
12/12 | |
| Mr. Bernard de Laguiche (F/BR) |
1959 | 1998 | Resigned as member of the Executive Committee and CFO as of September 30, 2013 |
MA in Economics and Business Administration HSG (University of St. Gallen – Switzerland). Executive Committee Member and CFO |
9/9 |
| Mr. Jacques van Rijckevorsel (B) |
1950 | 2000 | 2015 Civil Engineering degree in Mechanics (Catholic University of Louvain). Advanced studies in Chemical Engineering (Free University of Brussels). AMP Harvard, Executive Committee member |
12/12 | |
| Mr. Vincent De Cuyper (B) |
1961 | 2006 | 2014 Chemical engineering degree (Catholic University of Louvain), Master in Industrial Management (Catholic University of Leuven), AMP Harvard. Executive Committee member |
12/12 | |
| Mr. Roger Kearns (US) |
1963 | 2008 | 2014 Bachelor of Science – Engineering Arts (Georgetown College – Georgetown), Bachelor of Science – Chemical Engineering (Georgia Institute of Technology – Atlanta), MBA (Stanford University). Executive Committee Member |
12/12 | |
| Mr. Gilles Auffret (F) | 1947 | 2011 | Retired as of December 31, 2013 |
Engineering degree from the École Polytechnique, graduate of the École Nationale d'Administration (ENA), the École des Sciences Politiques and the École Nationale de la Statistique et de l'Administration Economique (ENSAE). Executive Committee Member |
12/12 |
| Mr. Karim Hajjar (UK) | 1963 | 2013 | 2015 BSC (Hons) Economics (The City University, London) Chartered Accountancy (ICAEW) Qualification. Executive Committee Member and CFO |
3/3 |
5.4.1 The Executive Committee met 12 times in 2013. Meetings are generally held at the Company's registered office, 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 financial 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 certified 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 finds 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 2013.
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 fixed emoluments, the common basis of which is set by the Ordinary Shareholders' Meeting, and any complement thereto by the Board of Directors on the basis of Article 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) fixed emoluments in addition to those provided for in the above paragraph."
"Each of the Directors responsible for day-to-day management is also entitled to variable compensation determined by the Board of Directors on the basis of their individual results and of the consolidated results of the Solvay group."
"The sums referred to in the two preceding sub-sections are also paid out of overhead costs."
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 reviewed its compensation policy to better align with market practices and reinforce the link between variable pay and business performance. The new compensation policy is further set out in annex 2. The policy introduces a new harmonized short term incentive plan and redesigns the long term incentive program, which is partly linked to the achievement of pre-defined multi-year Group performance level. It became effective in 2013.
of € 250,000 gross in 2013 by reason of the work load and the responsibility attached to this task;
The Chairman of the Board of Directors is the sole non-executive Director having permanent support provided by the Group (office, secretariat, car). The other non-executive directors receive logistics support from the General Secretariat as and when needed. The Company also carries customary insurance policies covering the activities of Board members in carrying out their duties,
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 amounts received, contractually or as directors' emoluments, 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 policy adopted by the Board of Directors in 2012 is set out in Annex 2 section 15. It does not apply to Mr. Clamadieu, whose compensation package is governed by specific arrangements; the level and structure of the compensation package are aligned with market practices for a similar function in a comparable organization.
| 2012 | 2013 | |||
|---|---|---|---|---|
| Compensation In € |
Gross amount | Including Board of Directors and Committees attendance fees |
Gross amount | Including Board of Directors and Committees attendance fees |
| A. Michielsen (1) | ||||
| W Fixed emoluments + attendance fees | 28,419.37 | 16,000.00 | ||
| W "Article 27" supplement | 86,025.54 | |||
| W Compensation for complementary pension rights | 161,344.22 | |||
| N. Boël | ||||
| W Fixed emoluments + attendance fees | 65,500.04 | 30,500.00 | 63,000.00 | 28,000.00 |
| W "Article 27" supplement (2) | 161,290.30 | 250,000.00 | ||
| D. Solvay | 73,000.04 | 38,000.00 | 70,500.04 | 35,500.00 |
| C. Jourquin (3) | 28,607.54 | 16,000.00 | ||
| J-P. Clamadieu (4) | 34,580.67 | 12,000.00 | 63,000.00 | 28,000.00 |
| J-M. Solvay | 63,000.04 | 28,000.00 | 63,000.04 | 28,000.00 |
| G. de Selliers de Moranville | 85,000.04 | 50,000.00 | 99,500.04 | 64,500.00 |
| J. van Zeebroeck | 73,000.04 | 38,000.00 | 23,389.80 | 10,500.00 |
| J-M. Folz | 69,000.04 | 34,000.00 | 79,500.04 | 44,500.00 |
| B. de Laguiche | 63,000.04 | 28,000.00 | 65,500.04 | 30,500.00 |
| B. Scheuble | 87,000.04 | 52,000.00 | 99,000.04 | 64,000.00 |
| A. Van Rossum | 71,000.04 | 36,000.00 | 75,000.04 | 40,000.00 |
| C. Casimir-Lambert | 79,000.04 | 44,000.00 | 87,000.04 | 52,000.00 |
| H. Coppens d'Eeckenbrugge | 73,000.04 | 38,000.00 | 83,500.04 | 48,500.00 |
| Mrs. P. Mateos-Aparicio Morales | 73,000.04 | 38,000.00 | 27,389.80 | 14,500.00 |
| Mrs. E. du Monceau | 73,000.04 | 38,000.00 | 70,500.04 | 35,500.00 |
| Y-T. de Silguy | 69,000.04 | 34,000.00 | 65,000.04 | 30,000.00 |
| Mrs. A. Moraleda | 40,610.24 | 18,500.00 | ||
| Mrs. F. de Viron | 40,610.24 | 18,500.00 | ||
| 1,516,768.20 | 570,500.00 | 1,366,000.52 | 591,000.00 |
(1) Until May 8, 2012.
(2) From May 9, 2012.
(3) Until May 10, 2012.
(4) Effective May 11, 2012.
The base salary of the Chairman of the Executive Committee remained at € 1 million in 2013. 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. In 2013, such grant amounted to € 1.5 million. 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.
| Compensation and other benefits granted to the Chairman of the Executive Committee until May 10, 2012. (C. Jourquin) |
|||||
|---|---|---|---|---|---|
| In € 2012 |
2013 | ||||
| Base compensation 279,817 |
|||||
| Variable compensation 0 |
|||||
| Pension and death-in-service and disability coverage (costs paid or provided for) 0 |
|||||
| Other compensation components (1) 5,641 |
| Compensation and other benefits granted to the Chairman of the Executive Committee effective May 11, 2012. (J-P. Clamadieu) |
||||
|---|---|---|---|---|
| In € 2012 |
2013 | |||
| Base compensation 640,000 |
1,000,000 | |||
| Variable compensation 775,467 |
1,100,000 | |||
| Pension and death-in-service and disability coverage (costs paid or provided for) 309,750 |
626,274 | |||
| Other compensation components (1) 4,650 |
46,927 |
(1) Company vehicles, correction of 2012 Base Compensation.
| of the Executive Committee | ||||||
|---|---|---|---|---|---|---|
| In € | 2012 (2) | 2013 (3) | ||||
| Base compensation | 3,207,214 | 2,502,169 | ||||
| Variable compensation | 2,630,344 | 1,646,328 | ||||
| Pension and death-in-service and disability coverage (costs paid or provided for) | 697,382 | 1,164,234 | ||||
| Other compensation components (1) | 81,328 | 82,172 |
(1) Representation allowance, luncheon vouchers, company car, housing allowance,…
(2) J-P. Clamadieu (until May 10, 2012), B. de Laguiche, J. van Rijckevorsel, V. De Cuyper, J-M. Mesland, R. Kearns, G. Auffret.
(3) B. de Laguiche (until September 30, 2013), J. van Rijckevorsel, V. De Cuyper, R. Kearns, G. Auffret, K. Hajjar (from October 1, 2013).
Variable compensation consisted of an annual incentive based on the performance achieved towards pre-set collective Group performance objectives, the performance of the manager as measured against a set of pre-determined objectives and Group Sustainable Development.
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 effect in 2013 and is in full compliance with Article 520 ter of the Companies' Code.
Executive Committee members receive stock options and 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 justification 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.
The pensions and death-in-service coverage of Messrs. Clamadieu and Auffret reflect the conditions they had at Rhodia. In the case of Mr. Clamadieu these take the form of a formal undertaking by Solvay.
In 2013, the Board of Directors, on the proposal of the Compensation Committee, allotted stock options to around 75 Group senior executives. The exercise price amounts to € 111.01 per option, with a three-year vesting period. Executive Committee members together were granted 97,490 options in 2013, compared with 174,427 in 2012.
In combination with the stock option plan and for the first time, the Board of Directors granted Performance Share Units (PSU) to around 450 Group Executives, for a possible pay-out in 3 years time if preset performance objectives are met. Executive Committee members together were granted 19,778 PSU in 2013.
| Country | Name | Function | Number of options | Number of PSU |
|---|---|---|---|---|
| Belgium | Clamadieu, Jean-Pierre | Chairman of the Executive Committee | 35,178 | 7,136 |
| Belgium | de Laguiche, Bernard | Member of the Executive Committee | 11,726 | 2,379 |
| Belgium | van Rijckevorsel, Jacques | Member of the Executive Committee | 11,726 | 2,379 |
| Belgium | De Cuyper, Vincent | Member of the Executive Committee | 11,726 | 2,379 |
| Belgium | Kearns, Roger | Member of the Executive Committee | 11,726 | 2,379 |
| France | Auffret, Gilles | Member of the Executive Committee | 15,408 | 3,126 |
| TOTAL | 97,490 | 19,778 |
| Options | 31/12/2013 | |||||||
|---|---|---|---|---|---|---|---|---|
| Country | Name | Held at 31/12/2012 |
Granted in 03/2013 |
Exercised in 2013 |
Expired in 2013 |
Held | Exercisable | Non exercisable |
| Belgium | Clamadieu, Jean-Pierre | 61,266 | 35,178 | 0 | 0 | 96,444 | 0 | 96,444 |
| Belgium | de Laguiche, Bernard (until 30/09/2013) |
120,000 | 11,726 | 23,760 | 0 | 107,966 | 56,240 | 51,726 |
| Belgium | van Rijckevorsel, Jacques |
114,000 | 11,726 | 35,000 | 0 | 90,726 | 43,000 | 47,726 |
| Belgium | De Cuyper, Vincent | 92,000 | 11,726 | 26,500 | 0 | 77,226 | 31,500 | 45,726 |
| Thailand | Kearns, Roger | 76,500 | 11,726 | 8,000 | 0 | 80,226 | 38,500 | 41,726 |
| France | Auffret, Gilles | 29,161 | 15,408 | 0 | 0 | 44,569 | 0 | 44,569 |
| TOTAL | 492,927 | 97,490 | 93,260 | 0 | 497,157 | 169,240 | 327,917 |
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 benefit from any departure indemnity linked to the exercise of their office. 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, 2013, Mr. Bernard de Laguiche left the Executive Committee without departure indemnity.
On December 31, 2013, Mr. Gilles Auffret left the Executive Committee, for retirement, 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 financial 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 assurances that (i) current laws and regulations are complied with, (ii) policies and objectives set by the Company are implemented, (iii) financial and non-financial information is reliable, and (iv) internal processes are efficient, particularly those contributing to the protection of its assets.
This system has five components: the control environment, a risk assessment process, control activities, the information and communication systems, including the disclosure of financial information, and the internal control monitoring.
Our control environment is made up of various elements such as:
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 states that the Group will identify, quantify, assess and manage all potentially significant 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 Internal Audit & Risk Management department (IA/RM) is in charge of setting up a global and consistent system of risk management across the Group.
Solvay has adopted the FERMA reference framework for risk management. This framework structures the process of risk management in following phases, taking into account the organization's strategic objectives:
More information on this topic can be found in the "Risk Management" section of this annual report, in particular with regard to the Group's main risks and the actions taken to avoid or reduce them.
Management is responsible for internal control in operations.
Control activities are set up in proportion to the stakes inherent in each relevant process.
With regard to the controls on financial data, these controls are implemented all along the reporting process: the financial elements are consolidated monthly and analyzed at every level of responsibility of the Company (such as, for example, the local finance manager, the controller and the management of the activity in question, 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 monitoring of financial data is supported by the use of common ERPs, by an organization based on major financial processes that are managed centrally and integrated, where appropriate, in the Shared Services Centers, and by application of uniform procedures.
The Audit Committee is in charge of monitoring the effectiveness of internal control systems. It supervises the work of the Internal Audit Group with regard to financial, operational, and compliance monitoring. In particular, it verifies the scope, programs and results of the internal audit work and ensures that its recommendations are properly implemented. The Mission Statement of the Audit Committee is given in Appendix 1 to this Corporate Governance Statement.
The Internal Audit Group Service assesses independently the effectiveness of the internal control system. Internal Audit's mission covers in particular the following areas:
The internal audit assignments are planned and defined in terms of content on the basis of a risk analysis; the controls focus on the areas perceived as having the highest risks. All the entities within the Group are visited by Internal Audit at least every three years.
The recommendations of the Internal Audit Group Service are implemented by management.
Other entities carry out activities of the same type in very specific areas. For example:
An Ethics Helpline, managed by a third party, is progressively being made available to employees to enable them to report potential violations in a confidential manner.
The Solvay group publishes quarterly results. Publication of these results is subject to various checks and validations carried out in advance.
The audit of the Company's financial situation, its financial 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 financial 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 fixes 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 offices.
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.
The Solvay Code of Conduct sets out how Solvay wishes to carry out its business and how it wishes to interact with all 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 day-to-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 effort 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, in order to minimize the danger of violation: and there are provisions for clear sanctions where necessary.
The Legal & Compliance function under the authority of the Group General Counsel, contributes to or enhances the compliance culture. The Ethics and Compliance department has the more specific objective of strengthening a culture based on ethics and on compliance with the Solvay Values and Code of Conduct.
Compliance Officers have been appointed in all four geographic zones where the Group is active. These 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 difficulty or question relating to the application of the Code of Conduct with superiors or other identified interlocutors (Compliance Officers, legal staff, human resources).
It is also progressively introducing the opportunity, on a worldwide basis, of turning to an Ethics Helpline in the form of an external service to voice any difficulties or pose questions in complete confidence. The Ethics Helpline is managed in accordance with applicable legislation and in particular the laws governing data protection.
In the joint ventures, Board representatives make every effort 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 confidentiality 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 Officer, 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 difficult 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 22 of this annual report.
Solvay shares are dually listed on NYSE-Euronext Brussels – the primary listing – and, since January 2012, on NYSE-Euronext Paris under the unique mnemonic code of SOLB. Furthermore, Solvay joined the CAC 40 stock index on September 21, 2012. Both these events reflect the Group's long history in France as well as its economic weight.
On December 31, 2013, its price was € 115.0, as against € 108.6 at the end of 2011. During 2012, the average price was € 110.0 and the highest price was € 118.9 (May 7, 2013).
Average daily trading volume as reported by Euronext was 213,237 shares in 2013, compared with 304,000 shares in 2012.
Throughout the year the Investor Relations team has endeavored to communicate in a timely and effectively manner with, and present financial 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 financial analysts and institutional and retail investors, including updates with facts regarding financial 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.
Solvay SA
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 2013, the Solvay group actively continued its meetings with individual investors in Belgium and developed new initiatives in France.
By way of example:
Furthermore, on the occasion of the 150th anniversary of the Group, three performances of the show "Odyseo The Chemistry of Dreams" were given in the presence of shareholders, totalling 3,000 participants.
Roadshows and meetings with senior Group managers are organized regularly for international financial 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 2013, more than 600 total contacts were established at meetings and events organized in Europe (Brussels, London, Paris, Frankfurt, Geneva, Zurich, Edinburg, Dublin, Amsterdam, Luxembourg, Stockholm, etc.) and the United States.
Furthermore, on November 27, 2013, Solvay held its Capital Markets Day in London, attended by 90 participants onsite and 120 by live video webcast. During this full-day event, Solvay's senior management confirmed its strategic vision and announced its new ambition for 2016.
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 financial and strategic information from the Group. In 2013, the site has been completely redesigned providing enriched and valuable services. Furthermore, it is henceforth available in three languages – English, French and Dutch. Based on responsive design, it offers an optimal viewing experience on any devices.
It continues to provide useful contacts with sell-side analysts who closely track the Group. It further offers the opportunity to join the Investors' Club in order to receive email notifications 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.
p Solvay share prices and trading volumes from January 1, 2012 to December 31, 2013
The Audit Committee consists of a Chairman and at least two other members, all three of whom are non-executive directors and at least two of whom are independent directors.
The members of this Audit Committee are competent in this area through training and experience acquired in their previous positions.
The Audit Committee invites the following persons to report to its meetings:
The Audit Committee meets at least four times a year prior to the publication of the annual, semiannual and quarterly results. Additional meetings may be organized to discuss and agree on the scope of audit plans and on audit costs, and to discuss other important questions relevant to its mission.
a) The Audit Committee ensures that the annual report and accounts, the periodic financial statements and all other important financial communications by the Group conform to generally accepted accounting principles (IFRS for the Group, Belgian accounting law for the parent company). These documents should provide a fair and relevant view of the business of the Group and of the parent company and meet all legal and stock-market requirements.
b) The Audit Committee regularly examines the accounting strategies and practices that are applied in preparing the Group's financial reports, making sure that these conform to good practices and meet the requirements of the appropriate accounting standards.
c) The Audit Committee regularly examines the scope of the external audit and the way it is implemented across the Group.
The Audit Committee studies the recommendations of the external audit and the auditor's report to the Board of Directors.
d) The Audit Committee monitors the effectiveness of the Group's internal control systems, and in particular the financial, operational and conformity controls, along with risk management. The Audit Committee also satisfies itself that the electronic data processing systems used to generate financial data meet the applicable standards.
e) In respect of the internal audit, the Audit Committee verifies the scope/programs/results of the work of the internal audit department and makes sure that the internal audit organization has the necessary resources.
The Audit Committee checks that internal audit recommendations are properly followed up.
f) The Audit Committee verifies and monitors the independence of the external auditor, in particular concerning supplementary services requested from the auditor outside its legal mission. In this respect, it is the Audit Committee that proposes the external auditor to the Board of Directors, which will transmit the candidacy for approval and appointment (including remuneration) by the Ordinary Shareholders' Meeting.
Additionally, on a proposal from the Chief Executive Officer and the Chief Financial Officer, the Audit Committee participates in the choice of head of the Internal Audit and Risk Management Department.
g) The Audit Committee examines areas of risk that can potentially have a material effect on the Group's financial situation. These include, for example, foreign-exchange risk, major legal disputes, environmental questions, product-liability issues, etc.
During such examination, the Audit Committee examines the procedures in place to identify these major risks and to quantify their potential impact on the Group and the way the control systems work.
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.
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 reflect the Company's strategic orientation.
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 Benefits.
In 2012, the Group has reviewed its compensation policy to better align Annual Incentives and Long Term Incentives to market practices and reinforce the link between variable pay and business performance. The new compensation policy effective 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 3 components weighted as follows:
W 30% depending on the individual performance of the manager as measured against a set of pre-determined objectives, approved, for Executive Committee members by the Board of Directors;
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 budget allocated is targeting upper market level, and the number of SOP allocated is not pre-defined, but derives from the fixed budget, considering the fair value of the SOP (according to the Monte Carlo Model) at grant date.
The PSU plan, settled in cash, provides for a possible pay-out in 3 years time if pre-set performance objectives are met (REBITDA, CFROI), with a +/-20% adjustment depending on the actual performance versus the initial pre-set objective. The minimum pay-out can vary between 0 (if the minimum performance required or "threshold" is not met), 80% if the performance minimum "threshold" is met up to 120% for a performance exceeding a pre-defined ceiling performance.
In its sole discretion the Executive Committee (or the Board of Directors for the Executive Committee members) may decide/ recommend individual grants of + or -50% of the target to reward special or unique achievements or circumstances or to acknowledge insufficient performance, while respecting the 50/50 split between SOP and PSU grants.
Each annual LTI plan is subject to prior Board approval.
In its sole discretion, the Executive Committee (or the Board of Directors for Executive members) assesses the achievement of the targets and the Executive Committee (or the Board of Directors for Executive members) may also re-evaluate the targets in case of material change of perimeter or other unexpected circumstances.
The General Managers are entitled to retirement, death-in-service and disability benefits, as a rule, on the basis of the provisions of the plans applicable in their home country. Other benefits, such as medical care and company cars or car allowances, are also provided according to the rules applicable in the host country.The nature and magnitude of these other benefits are largely in line with the median market practice.
| SHORT TERM INCENTIVES – STI | ||||||||
|---|---|---|---|---|---|---|---|---|
| Comex | Other General Managers & Heads of large GBUs | |||||||
| Split in 3 components | Split in 3 components | |||||||
| Target STI in % of Base Salary |
Individual performance |
Group performance |
Sustainable Development indicator |
Target STI in % of Base Salary |
Individual performance |
Group performance |
Sustainable Development indicator |
|
| 60% | 30% | 60% | 10% | 50% | 30% | 60% | 10% | |
Actual STI pay-out can vary betwen 0 and 200%, according to the level of individual or group performance achieved.
| LONG TERM INCENTIVES – LTI | ||||||
|---|---|---|---|---|---|---|
| Comex | Other General Managers & Heads of large GBUs | |||||
| Performance | Target Grant | Target Grant | ||||
| Share Units | € 250,000 | € 200,000 | ||||
| The corresponding number of PSU is determined at grant date based on the fair value of the PSU. |
Between 0% and 120% of granted PSU number depending on the actual achievement over a 3 years period of the pre-set Group performance targets.
| Comex | Other General Managers & Heads of large GBUs | |
|---|---|---|
| Target Grant | Target Grant | |
| Stock Options | € 250,000 | € 200,000 |
The corresponding number of SOP is determined at grant date, based on the fair market value of the SOP.
1) Excluding Mr. Clamadieu whose compensation is governed by specific agreements.
2) The Board of Directors assesses the achievement of the targets and may also re-evaluate the targets in case of material change of perimeter or other unexpected circumstances.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.