5.2. Board of Directors compensation

Solvay SA directors 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 26 of the bylaws, 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”.

5.2.1. Board of Directors individual compensation

• The Ordinary Shareholders’ Meetings of June 2005 and May 2012 (for Board attendance fee) decided to set directors’ pay, starting from the 2005 financial year, as follows:
• an annual gross fixed compensation of €35,000 per director and additionally an individual attendance fee of €4,000 gross per Board meeting attended,
• €4,000 gross for members of the Audit Committee and €6,000 gross for its Chairman for each meeting of the committee attended,
• €2,500 gross per member of the Compensation Committee, Nominations Committee and Financial Committee and €4,000 gross for the Chairmen of these committees for each meeting attended, on the understanding that a director sitting on both the Compensation Committee and the Nominations Committee does not receive double compensation,
• no attendance fees for the Chairman of the Board, the Chairman of the Executive Committee and the executive directors taking part in these committees.
• For the Chairman of the Board, the Board of Directors used its authorization under Article 26 of the bylaws to grant an additional yearly fixed compensation of €250,000 gross, unchanged since 2012, by reason of the workload and the responsibility attached to this.
• Non-executive directors do not receive variable compensation linked to results or other performance criteria. More specifically, non- executive directors are not entitled to annual bonuses, stock options or performance share units, or to any supplemental pension scheme.
• The Company reimburses directors’ travel and expenses for meetings and when they exercise their Board and Board Committee functions.

The Chairman of the Board is the sole non-executive director for whom the Group provides administrative support (including the provision of an office, use of the General Secretariat, and a car). The other non-executive directors receive logistical support from the General Secretariat as and when needed. The Company also provides customary insurance policies covering Board of Directors’ activities in carrying out their duties.

The Compensation Committee has not proposed any changes in the current structure of the compensation packages for the Board Members and does not foresee any changes for 2020.

5.2.2. Amount of the compensation and other benefits granted directly or indirectly to directors (executive and non-executive) by the Company or by an affiliated company

Gross compensation and other benefits granted to directors