Strong Governance bodies

Solvay’s governance structure is made up of two complementary bodies – the Board of Directors and the Executive Committee – that are responsible for maintaining a long-term perspective, shaping and implementing the Group’s strategy. Together they guide our path towards creating sustainable value for all our stakeholders, in line with our Purpose. The effective, highly collaborative work between these two bodies helped us navigate the Covid-19 crisis successfully.

The Board of Directors is entrusted with challenging and overseeing our executives in developing strategies – such as our G.R.O.W. strategy and the Solvay One Planet roadmap – while the Executive Committee oversees the Group’s business operations.

Our governance is based on strong and continuous interaction between the two bodies. In addition, the Chairman of the Board of Directors and the President of the Executive Committee and CEO maintain regular and constructive dialogue and embrace a culture of total transparency at the highest level.

Board and Executive Committee bonded to face the crisis

The Covid-19 crisis provided an opportunity for Solvay to test the strength of its governance structure and risk management framework when faced with a sudden shock to our operating environment. In 2019, the Board and the Executive Committee had conducted Solvay’s largest listening exercise since our Group’s inception to uncover its Purpose. This allowed Solvay to enter the Covid-19 crisis from a position of strength, ensuring its values were aligned with the interests of all stakeholders. The Board was strongly involved in the management of the crisis by:

• Holding 10 working sessions, 5 of which were focused on the crisis, and frequent virtual meetings to monitor Solvay’s response.
• Overseeing the swift implementation of necessary measures to protect the health and safety of employees and contractors across all operational sites.
• Receiving regular updates through the results of the “Pulse Survey” put in place by the Executive Committee to monitor the well-being of employees in this specific work environment.
• Overseeing the steps taken to ensure business continuity, supply chain management, and ongoing support to all of Solvay’s customers around the world.
• Increasing its interactions with the Executive Committee to ensure that all necessary measures were implemented pro-actively.
• Closely monitoring the evolution of the financial situation of the Group, with a strong focus on the cash flow management (reduction of costs and of Capex, working capital requirement). Restructuring measures were also decided to adapt the structure of the business activities that were severely impacted by the Covid-19 crisis.
• Creating the Solvay Solidarity Fund, which provides support to our employees and their families who experience hardship due to Covid-19. The Fund was supported through voluntary top executive pay reductions and employee donations, as well as generous contributions by our shareholders.

BOARD OF DIRECTORS
Actively engaged in supporting Solvay executives through the crisis

The Board values all shareholders and treats them fairly. It has continuously striven to adopt governance best practices that go beyond what is required by Belgian market practice, reflecting Solvay’s status as a global company.

In 2020, in addition to their specific focus on managing the impact of Covid-19 on Solvay and its stakeholders, the Board of Directors’ discussions, reviews, and decisions were focused on the annual review of Group’s strategy, strategic projects (acquisitions, divestments, capital expenditures, etc.), capital allocation, financial reporting, risk management, intra-group restructuring, and the reports and resolution proposals to the Shareholders’ Meeting.

The Board’s 15 members have a 4-year mandate and an age limit of 70. Five of the 15 Directors were appointed in the last three years, including Aude Thibaut de Maisières in 2020. At the end of the Ordinary Shareholders’ Meeting on Tuesday, May 11, 2021, six Board Directors will be proposed for a new mandate while two new Directors will be proposed to join the Board to replace leaving members.

Diverse complementary skills and high-level experience

Solvay Board members collectively bring a wide set of skills and experiences matching the Group’s current and future needs. Their expertise ranges from strong experience of international industries and markets, for many at the executive level, to functional domains like human resources or finance.

The Nomination Committee reviewed the composition of the Board of Directors to ensure that the relevant skills and experience are represented to best oversee Solvay’s long-term strategy while ensuring continuity and stability to navigate the Covid-19 crisis. This review resulted in the proposal of the Board to the AGM for mandate renewals and new Board members.

Four specialized committees

The Board comprises four specialized committees that provide recommendations on areas of focus that fall within their domain.

The Audit and Nomination Committees are both led by an independent Director with the Compensation Committee being led by the Chairman of the Board of Directors.

Sustainability, a collective Board responsibility

The oversight of Solvay’s sustainability roadmap is the responsibility of the whole Board and not delegated to one Board Committee. ESG risks and opportunities are an integral part of Solvay’s risk management process and are reviewed by the Risk Committee. The Audit Committee is now reviewing all our strategic objectives and our financial and extra-financial data.

Focus on talents and innovation

The Board self-assessed in January 2020, as it does every 2 or 3 years, to identify how it can improve its functioning and better follow best practices. The evaluation was based on the Guberna (Belgian Association for Governance) questionnaire. As a result, going forward the Board will devote more time to talent acquisition and innovation topics at Board meetings. All Directors shared positive feedback regarding the interaction and way of working with the new CEO and the Executive Committee.

Board of Directors at year end 2020

 

EXECUTIVE COMMITTEE
Bonding closer to overcome the crisis

The Executive Committee fulfills its entrepreneurial role and fosters operational agility. Its members work closely together to drive Solvay’s overall performance. It gives shape to the strategy, steers the Group’s business portfolio, and ensures that value creation targets are met.

Through the crisis the Executive Committee’s focus was on strengthening care for employees, meeting our customers, and actively updating investors and shareholders about Solvay’s actions to manage the Covid-19 crisis.

The Executive Committee considered the Covid-19 crisis to be an opportunity to accelerate transformation at Solvay:

• New ways of working fostering efficiency and team spirit
  Prior to the crisis, a new rhythm was set up by the Executive Committee, with monthly deep-dive reviews of People, Strategy, Finance, Innovation and some other specific topics depending on current events. Once the crisis hit, the Executive Committee quickly adapted its own ways of working, switching from weekly to daily meetings, with automated data reporting to follow the business and operational evolution on a daily basis.
• Increased engagement with leaders
  Weekly calls with the full Senior Leadership Team - including GBU presidents and Function leaders – were set up to ensure proximity in uncertain times, take the “pulse” from the field and share best practices. The Executive Committee will maintain these meetings, albeit less frequently.
• Balance the short- AND long-term
  The Executive Committee focused on ensuring safety, cash, operational continuity and investments for the short-term while selectively and decisively investing in the future (such as our battery and hydrogen platforms) for the long-term.

Executive Committee at year end 2020

“We acted with speed and rigor to strengthen our engagement with customers, colleagues and communities. This was key in our efforts to protect employees and ensure business continuity during the crisis.”

Hua Du, Member of the Executive Committee

Solvay’s ownership structure

Our ownership structure reflects the long-term vision of the Board.

• Solvac SA (“Solvac”) gave notice that it held 30.71% of Solvay’s capital on March 28, 2018. Solvay’s largest shareholder, Solvac SA is a public limited liability company established under Belgian law, founded in 1983 and its annual reports indicate that its primary asset consists of shares in Solvay.
• Solvay Stock Option Management SRL (SSOM) notified Solvay that its shareholding amounted to 3.013% on March 28, 2018.
• Blackrock Inc., an institutional investor, gave notice on December 31, 2020, that it holds a 2.90% interest.
• The remaining shares for approximately 64% are thereby held by institutional and retail shareholders.