In 2019, the Board held ten meetings. Each director’s attendance is shown in the table in section 3.1.1. Structure and composition.
The Board of Directors’ discussions, reviews, and decisions were focused on the annual review of Group strategy, strategic projects (acquisitions, divestments, capital expenditures, etc.), quarterly financial reporting, approving quarterly financial statements and proposing a dividend to the Ordinary Shareholders’ Meeting, Board Committees reports, corporate social responsibility and sustainability policy, risk management, compensation policy and the long-term incentive plan, Board and management succession planning (reviewed periodically), intra group restructuring, and the reports and resolution proposals to the Shareholders’ Meeting.
In particular, the year 2019 was marked by the transition with the new CEO, Ms. Ilham Kadri who took the helm on March 1st. She underwent with the Executive Committee an in-depth Group’s strategic review that resulted in new specific mandates and targets for the various Global Business Units (GBUs). The Operating model of the Group was adapted accordingly, based on delegation and accountability of the Solvay Leadership Team (ExCom, Heads of GBUs and Functions) . The Group Purpose definition exercise was also launched with the objective to involve all the employees.
All this was done in close, open and transparent dialogue with the Board of Directors which was associated to each major step.
Application of article 523 of the Companies Code:
Art 523 of the Belgian Companies Code was applied by the Board of February 26, 2019 in the context of the decisions relating to the CEO remuneration:
“Prior to any discussion or decision by the Board of Directors on this agenda item, Jean-Pierre Clamadieu stated that he has a direct financial interest in carrying out the Board’s decision on his 2018 Bonus.
In accordance with Article 523 of the Belgian Companies Code, Jean-Pierre Clamadieu withdrew in order not to attend the Board’s deliberations on this decision and not to take part in the vote.
The Board has established that Article 523 of the Belgian Companies Code is applicable to this decision.
Bonus 2018: The Board has an exchange on the 2018 performance of the CEO and on the score to be attributed to each of the individual and collective objectives. In line with the recommendation of the Compensation Committee, the Board sets the 2018 STI of the CEO at 133.5% of its Base Salary i.e. €1,602,000.
The Board congratulates Mr. Jean-Pierre Clamadieu for the results achieved in 2018.“
As from January 1, 2020, article 523 of the Companies Code has been replaced by article 7:96 of the Code of Companies and Associations.