3.1.1. Structure and composition

As at December 31, 2019 the Board was composed of 15 Directors:

• 14 of the 15 directors on the Board are non-executive,
• 10 of the 15 directors have been recognized as independent by the Ordinary Shareholders’ Meeting, according to the criteria defined by the Belgian law and further refined by the Board of Directors,
• Directors represent seven different nationalities; and 46.6% are women.

Board meeting attendance is 94.66%.

• The mandates of Ms. Marjan Oudeman and Mr. Charles Casimir-Lambert were renewed for a four-year term at the Ordinary Shareholders’ Meeting of May 14, 2019. These mandates will expire at the end of the Ordinary Shareholders’ Meeting to be held in May 2023,
• Mr. Yves-Thibault de Silguy left the Board at the Ordinary Shareholders’ Meeting of May 14, 2019, and has not been replaced,
• The Shareholders’ Meeting of May 14, 2019 confirmed the appointment of Ms. Ilham Kadri as a Board member in replacement of Mr. Jean-Pierre Clamadieu. Ms. Ilham Kadri will complete the mandate of Mr. Jean-Pierre Clamadieu according to article 16 of the Solvay By-Laws until the Ordinary Shareholders’ Meeting of 2021.

At the end of the Ordinary Shareholders’ Meeting of Tuesday, May 12, 2020, the mandate of Jean-Marie Solvay will expire.

Mr. Jean-Marie Solvay is not a candidate for a term renewal and will be replaced by Ms. Aude Thibaut de Maisières. 

At the same Ordinary Shareholders’ Meeting of Tuesday May 12, 2020, it will be proposed to replace Mr. Jean-Marie Solvay by Ms. Aude Thibaut de Maisières. 

Year of first appointment

Presence at Board meetings in 2019

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Nicolas Boël
Belgian
Non independent Director Year of first appointment: 1998 Presence at Board meetings in 2019 (10/10)

Nicolas Boël

Born in: 1962

Solvay SA mandates: Chairman of the Board of Directors, Chairman of the Finance Committee, Chairman of the Compensation Committee, Member of the Nomination Committee.

Directorship expiry date: 2021

Diplomas: MA in Economics (Université catholique de Louvain, Belgium). Master of Business Administration (College of William and Mary, Virginia, US).
Activities outside Solvay: Director of Sofina.

Jean-Pierre Clamadieu
French
Non independent Director Year of first appointment: 2012 Presence at Board meetings in 2019 (1/1)

Jean-Pierre Clamadieu

Born in: 1958

Solvay SA mandates: Chairman of the Executive Committee and CEO, Director and Member of the Finance Committee.

Directorship expiry date: 2019

Diplomas: Engineering degree from the École des Mines (Paris, France).
Activities outside Solvay: Director of Axa, Airbus. Chairman of Cytec Industries Inc. Chairman of Engie SA. Chairman of the Opéra de Paris.

Ilham Kadri
French
Non independent Director Year of first appointment: 2019 Presence at Board meetings in 2019 (9/9)

Ilham Kadri

Born in: 1969

Solvay SA mandates: Chairman of the Executive Committee, Director, Member of the Finance Committee.

Directorship expiry date: 2021

Diplomas: Degree in chemical engineering from l’Ecole des Hauts Polymères in Strasbourg, PhD in macromolecular physico-chemistry from Strasbourg’s Louis Pasteur Uiversity.
Activities outside Solvay: Board member at A.O. Smith (US).

Bernard de Laguiche
French/Brazilian
Non independent Director Year of first appointment: 2006 Presence at Board meetings in 2019 (10/10)

Bernard de Laguiche

Born in: 1959

Solvay SA mandates: Member of the Executive Committee until September 30, 2013, Director, Member of the Finance Committee & Member of the Audit Committee since May 13, 2014.

Directorship expiry date: 2021

Diplomas: MA in Economics and Business Administration, HSG (Universität St. Gallen, Switzerland). MBA in Agribusiness, University of São Paulo (USP ESALQ).
Activities outside Solvay: Managing Director of Solvac SA. Chairman of the Board of Peroxidos do Brazil Ltda, Curitiba (Brazil). Mandates in non listed companies in Brazil and Europe.

Jean-Marie Solvay
Belgian
Non independent Director Year of first appointment: 1991 Presence at Board meetings in 2019 (10/10)

Jean-Marie Solvay

Born in: 1956

Solvay SA mandates: Director, Member of the Innovation Board, Member of the Compensation and Nomination Committees since March 2018.

Directorship expiry date: 2020

Diplomas: Advanced Management Programme – Insead.
Activities outside Solvay: Chairman of the Board of the International Solvay Institutes. Member of the Board of the Innovation Fund, Brussels. CEO of Albrecht RE Immobilien GmbH & Co. KG., Berlin (Germany).

Charles Casimir-Lambert
Belgian
Non independent Director since May 12, 2019 Year of first appointment: 2007 Presence at Board meetings in 2019 (10/10)

Charles Casimir-Lambert

Born in: 1967

Solvay SA mandates: Independent Director (since May 12, 2019 he is no longer an Independent Director), Member of the Audit Committee.

Directorship expiry date: 2023

Diplomas: MBA Columbia Business School (New York, USA)/London Business School (London, UK). Master’s degree (lic.oec.HSG) in Economics, Management and Finance (Universität St. Gallen, Switzerland).
Activities outside Solvay: Management of family’s global interests.

Hervé Coppens d’Eeckenbrugge
Belgian
Independent Director Year of first appointment: 2009Presence at Board meetings in 2019 (10/10)

Hervé Coppens d’Eeckenbrugge

Born in: 1957

Solvay SA mandates: Independent Director, Member of the Finance and Audit Committees.

Directorship expiry date: 2021

Diplomas: MA in Law from the Université catholique de Louvain (Belgium). Diploma in Economics and Business, ICHEC (Belgium).
Activities outside Solvay: Until June 30, 2013, Group Director Petercam SA, Director of Vital Renewable Energy Company LLC (Delaware). Independent Director, VISONARITY AG (Basel, Switzerland) until April 2018.

Yves-Thibault de Silguy
French
Independent Director Year of first appointment: 2010 Presence at Board meetings in 2019 (3/3)

Yves-Thibault de Silguy

Born in: 1948

Solvay SA mandates: Independent Director, Member of the Compensation Committee and Chairman of the Nomination Committee, Member of the Finance Committee.

Directorship expiry date: 2019

Diplomas: MA in Law from the Université de Rennes (France). DES in public law from Université de Paris I (France), graduate of the Institut d’Études Politiques de Paris and the École Nationale d’Administration (France).
Activities outside Solvay: Former European Commissionner of the Economics, Monetary and Financial Affairs (1995-1999). Director and Vice-Chairman of the Board of the Vinci Group. Director of LVMH. Chairman of the Supervisory Board of Sofisport (France). Director of VTB bank (Moscow, Russia) and Chairman of YTSeuropaconsultants.

Evelyn du Monceau
Belgian
Independent Director Year of first appointment: 2010 Presence at Board meetings in 2019 (9/10)

Evelyn du Monceau

Born in: 1950

Solvay SA mandates: Independent Director, Member of the Compensation and Nomination Committees.

Directorship expiry date: 2021

Diplomas: MA in Applied Economics from the Université catholique de Louvain (Belgium).
Activities outside Solvay: Chair of the Board and Chair of the Governance Nomination and Compensation Committees of UCB SA. Member of the Board of Directors of La Financière de Tubize SA. Member of the Corporate Governance Commission.

Françoise de Viron
Belgian
Independent Director Year of first appointment: 2013 Presence at Board meetings in 2019 (10/10)

Françoise de Viron

Born in: 1955

Solvay SA mandates: Independent Director, Member of the Compensation and Nomination Committees.

Directorship expiry date: 2021

Diplomas: Doctorate of Science (Université catholique de Louvain, Belgium). Master in Sociology (Université catholique de Louvain, Belgium).
Activities outside Solvay: Professor at the Faculty of Psychology and Education Sciences and Louvain School of Management (Université catholique de Louvain, Belgium). Academic Member for Center in Research Entrepreneurial Change and Innovative Strategies, and of the Interdisciplinary Group for Research in Socialization, Education and Training, of the Interdisciplinary Research Group in Adult Education at the Université Catholique de Louvain (Belgium). Chairman and Director of AISBL EUCEN – the European Universities Continuing Education network.

Amparo Moraleda Martinez
Spanish
Independent Director Year of first appointment: 2013 Presence at Board meetings in 2019 (9/10)

Amparo Moraleda Martinez

Born in: 1964

Solvay SA mandates: Independent Director, Member of the Compensation and Nomination Committees.

Directorship expiry date: 2021

Diplomas: Degree in Industrial Engineering, ICAI (Universidad Pontifica Comillas, Spain) PDG. IESE Business School (Universidad de Navarra, Spain).
Activities outside Solvay: Former General Manager of IBM Spain, Portugal, Greece, Israel and Turkey. Former Chief Operating Officer International Division (Spain) and Acting CEO, Scottish Power (UK) part of Iberdrola Group. Member of the Boards of the following listed companies: Airbus SE (The Netherlands), Faurecia (until oct.2017) (France), Caixabank SA (Spain), Vodafone plc (UK). Member of the Consejo rector of Consejo Superior of Investigaciones Cientificas. Member of the Spanish Royal Academy of Economics and Financial Sciences.

Rosemary Thorne
British
Independent Director Year of first appointment: 2014 Presence at Board meetings in 2019 (10/10)

Rosemary Thorne

Born in: 1952

Solvay SA mandates: Independent Director, Member of the Audit Committee (Chairman since May 2018).

Directorship expiry date: 2022

Diplomas: Honours Degree in Mathematics and Economics from the University of Warwick (UK). Fellow of the Chartered Institute of Management Accountants FCMA and CGMA. Fellow of the Association of Corporate Treasurers FCT.
Activities outside Solvay: Former Chief Financial Officer of J. Sainsbury, Bradford & Bingley, and Ladbrokes (UK). Member of the Board and Chair of Audit Committee of Merrill Lynch International (UK). Former Independent Director of Royal Mail Group, Cadbury Schweppes, Santander UK, First Global Trust Bank (all UK) and Smurfit Kappa Group (Ireland).

Gilles Michel
French
Independent Director Year of first appointment: 2014 Presence at Board meetings in 2019 (8/10)

Gilles Michel

Born in: 1956

Solvay SA mandates: Independent Director, Member of the Finance Committee, Member of the Compensation and Nomination Committees since March 2018.

Directorship expiry date: 2022

Diplomas: École Polytechnique (France). École Nationale de la Statistique et de l’Administration Économique (ENSAE) (France). Institut d’Études Politiques (IEP).
Activities outside Solvay: Former CEO Ceramics & Plastics, Saint-Gobain, France. Former member of the Management Board, PSA, France. Former CEO, Fonds stratégique d’Investissement (FSI), France. Former Chairman & CEO, Imerys, France (listed); Former non executive Chairman of the Board. Independent Director IBL Ltd, Valeo: Independent Director.

Marjan Oudeman
Dutch
Independent Director Year of first appointment: 2015Presence at Board meetings in 2019 (9/10)

Marjan Oudeman

Born in: 1958

Solvay SA mandates: Independent Director, Member of the Audit Committee since May 12, 2015.

Directorship expiry date: 2023

Diplomas: Law degree, Rijksuniversiteit Groningen (the Netherlands). Masters Degree in Business Administration, Simon E. Business School, University of Rochester (New York, USA), and Erasmus Universiteit Rotterdam (the Netherlands).
Activities outside Solvay: Former member of the Board of Exco, Tata Steel and Akzo Nobel. Former executive President of Utrecht University. Former member of the Board of Statoil ASA (now known as Equinor ASA), ABN Amro. Chairman of the Board of Ronald McDonald Children’s Fund. Member of the Supervisory Board of the Rijksmuseum, the Netherlands. Member of the Supervisory Board of Aalberts Industries NV and SHV Holding NV. Board member of UPM-Kymmene Corporation and PJSC Novolipetsk steel.

Agnès Lemarchand
French
Independent Director Year of first appointment: 2017Presence at Board meetings in 2019 (9/10)

Agnès Lemarchand

Born in: 1954

Solvay SA mandates: Independent Director, Member of the Audit Committee.

Directorship expiry date: 2021

Diplomas: Ecole Nationale Supérieure de Chimie de Paris (France). Chemical engineering degree from MIT (Boston, US). MBA degree from INSEAD.
Activities outside Solvay: Former CEO IBFbiotechnics, Rhône-Poulenc (France). Former CEO Prodical, Ciments-Français, (France). Former CEO Lime Division, Lafarge (France). Former Executive Chairman of Steetley Dolomite Ltd (UK). Independent Director of the following listed companies : CGG Veritas (until Oct 2017) (USA/France), Compagnie de SaintGobain (France), BioMérieux (France).

Matti Lievonen
Finnish
Independent Director Year of first appointment: 2018 Presence at Board meetings in 2019 (9/10)

Matti Lievonen

Born in: 1958

Solvay SA mandates: Independent Director.

Directorship expiry date: 2022

Diplomas: BSc (Eng.), Savonia University of Applied Science. EMBA, Aalto University. DSc (Tec.) h.c Aalto University.
Activities outside Solvay: CEO, Oiltanking GmbH. Chairman of the Board of Fortum. Vice Chairman of the Board of SSAB. Member of the Shareholder Committee of Wintershall Dea.

Philippe Tournay
Belgian
Independent Director Year of first appointment: 2018 Presence at Board meetings in 2019 (9/10)

Philippe Tournay

Born in: 1959

Solvay SA mandates: Independent Director.

Directorship expiry date: 2022

Diploma: MA in economics LSM-UCL (Université Catholique de Louvain, Belgium).
Activities outside Solvay: Presa SA Owner & Managing Director (since 2003). Fondation Tournay Solvay, Vice Chairman (since 2007).