Solvay
2019 Annual Integrated Report

Accounting policy

Solvay has set up compensation plans, including equity-settled and cash-settled share-based compensation plans.

In its equity-settled plans, the Group receives services as consideration for its own equity instruments (namely through the issuance of share options). The fair value of services rendered by employees in consideration for the granting of equity-instruments represents an expense. This expense is recognized on a straight-line basis in the consolidated income statement over the vesting periods relating to these equity-instruments with the recognition of a corresponding adjustment in equity. The fair value of services rendered is measured based on the fair value of the equity-instruments on the grant date. It is not subsequently remeasured. At each reporting date, the Group re-estimates the number of share options likely to vest. The impact of the revised estimates is recognized in profit or loss against a corresponding adjustment in equity.

In its cash-settled plans, the Group acquires services by incurring a liability to transfer to its employees rendering those services amounts that are based on the price (or value) of equity instruments (including shares or share options) of the Group (namely through the issuance of performance share units). The fair value of services rendered by employees in consideration for the granting of share-based payments represents an expense. This expense is recognized on a straight-line basis in the consolidated income statement over the vesting periods relating to these share-based payments with the recognition of a corresponding adjustment in liabilities. At each reporting date, the Group re-estimates the number of options likely to vest, with the impact of the revised estimates recognized in profit or loss. The Group measures the services acquired and the liability incurred at the fair value of the liability. Until the liability is settled, the Group remeasures the fair value of the liability at the end of each reporting period and at the date of settlement, with any changes in fair value recognized in profit or loss for the period.

Stock Option Plan

As every year since 1999, in 2019, the Board of Directors renewed the share option plan offered to executive staff (51 beneficiaries) with a view to involving them more closely in the long-term development of the Group. The plan is an equity-settled share-based plan. The majority of the managers involved subscribed to the options offered to them in 2019 with an exercise price of € 97.05 representing the average stock market price of the share for the 30 days prior to the offer.

At the end of December 2019, the Group held 2,465,766 treasury shares, which have been deducted from consolidated shareholders’ equity.

Share options

2019

2018 – 2

2018 – 1

2017

2016

2015

Number of share options granted and still outstanding at December 31, 2018

 

72,078

400,704

316,935

759,023

346,617

Granted share options

438,107

 

 

 

 

 

Forfeitures of rights and expiries

 

 

 

 

 

 

Share options exercised

 

 

 

 

 

 

Number of share options at December 31, 2019

438,107

72,078

400,704

316,935

759,023

346,617

Share options exercisable at December 31, 2019

 

 

 

 

 

346,617

Exercise price (in €)

97.05

108.38

113.11

111.27

75.98

114.51

Fair value of options at measurement date (in €)

17.77

20.81

19.10

23.57

17.07

24.52

Share options

2014

2013

2012

2011

2007

2006

Number of share options granted and still outstanding at December 31, 2018

360,354

367,171

404,959

62,481

68,058

64,721

Granted share options

 

 

 

 

 

 

Forfeitures of rights and expiries

 

 

 

(3,257)

 

(17,882)

Share options exercised

(8,872)

 

(198,815)

(59,224)

(15,570)

(46,839)

Number of share options at December 31, 2019

351,482

367,171

206,144

 

52,488

 

Share options exercisable at December 31, 2019

351,482

367,171

206,144

 

52,488

 

Exercise price (in €)

101.14

104.33

83.37

61.76

90.97

102.53

Fair value of options at measurement date (in €)

22.79

20.04

21.17

12.73

17.56

19.92

 

2019

2018

Number of share options

Weighted average exercise price

Number of share options

Weighted average exercise price

At January 1

3,223,101

101.32

2,986,850

97.90

Granted during the year

438,107

97.05

472,782

112.39

Forfeitures of rights and expiries during the year

(21,139)

96.25

(34,368)

90.24

Exercised during the year

(329,320)

83.05

(202,164)

78.58

At December 31

3,310,749

102.60

3,223,101

101.32

Exercisable at December 31

1,323,902

 

1,674,361

 

In 2019, the share options resulted in an expense of € 11 million, which was calculated by third parties according to the Black-Scholes model, and recognized in the consolidated income statement as part of administrative costs.

The valuation of the stock option plan of 2019 is based on:

  • the price of the underlying asset (Solvay share): € 100.05 at February 27, 2019;
  • the time outstanding until the option maturity: exercisable from January 1, 2023, until February 27, 2027, taking into account the fact that some of them will be exercised before the option maturity;
  • the option exercise price: € 97.05;
  • the risk-free return: 0.39% (on average);
  • the volatility of the underlying yield, estimated based on the option price: 23.00%;
  • a dividend yield of 3.03%.

Weighted average remaining contractual life:

In years

2019

2018

Share option plan 2006

1.0

Share option plan 2007

1.0

2.0

Share option plan 2011

1.0

Share option plan 2012

0.1

1.1

Share option plan 2013

1.2

2.2

Share option plan 2014

2.2

3.2

Share option plan 2015

3.2

4.2

Share option plan 2016

4.2

5.2

Share option plan 2017

5.2

6.2

Share option plan 2018 – 1

6.2

7.2

Share option plan 2018 – 2

6.6

7.6

Share option plan 2019

7.2

Performance Share Units Plan (PSU)

Since 2013, the Board of Directors renewed a yearly Performance Share Unit Plan, offered to executive staff with the objective of involving them more closely in the development of the Group, making this part of the long term incentive policy. All the managers involved subscribed the PSU offered to them in 2019 with a grant price of € 97.05. The Performance Share Units is a cash-settled share-based plan through which beneficiaries will obtain a cash benefit based on the Solvay share price, as well as performance conditions and accrued dividends.

Each plan has a 3-year vesting period, after which a cash settlement will take place, if vesting conditions will have been met.

Performance share units

Plan 2019

Plan 2018

Number of PSUs

239,556

215,567

Grant date

26/02/2019

27/02/2018

Acquisition date

01/01/2022

01/01/2021

Vesting period

31/03/2019 to 31/12/2021

31/03/2018 to 31/12/2020

Performance conditions

40% of the initial granted PSUs are subject to the Underlying EBITDA YoY growth % over 3 years (2019, 2020, 2021)

40% of the initial granted PSUs are subject to the Underlying EBITDA YoY growth % over 3 years (2018, 2019, 2020)

40% of the initial granted PSUs are subject to the CFROI YoY % variation over 3 years (2019, 2020, 2021)

40% of the initial granted PSUs are subject to the CFROI YoY % variation over 3 years (2018, 2019, 2020)

20% of the initial granted PSUs are subject to the GHG Intensity reduction target at the end of the accounting period ending December 31, 2021

20% of the initial granted PSUs are subject to the GHG Intensity reduction target at the end of the accounting period ending December 31, 2020

Validation of performance conditions

By the Board of Directors

By the Board of Directors

In 2019 the impact on the consolidated income statement regarding PSU (net of hedging) amounts to € 17 million, compared to € 15 million in 2018. The carrying amount of the PSU liability at the end of 2019 amounts to € 40 million, compared to € 44 million at the end of 2018.