Financial Statements - Solvay

148
1. Company vehicules.
2. Adjustment linked to the
pension retirement of a member
of the Executive Committee.
3. Representation allowance,
luncheon vouchers, company
car.
Solvay Global Annual Report 2008
The Chairman of the Executive
Committee accepted 25 000 such
options and the Chief Financial Offi cer
18 000 (see also 2.1.3. Article 523 of
the Companies' Code, page 134).
In the area of extra-legal pension
rights, given his self-employed
status in Belgium, the Chairman of
the Executive Committee has his
own separate contractual regime,
with pension, death-in-service and
disability rules which are fi nancially
comparable with those applicable,
leaving aside any contributions, to
his Executive Committee colleagues
affi liated to the Pension Regulations
for executives in Belgium.
6.5. Global amount of compensation
and other benefi ts granted
directly or indirectly to the seven
other members of the Executive
Committee by the company or an
affi liated company.
(see table below)
Executive Committee members’
expenses, including those of its
Chairman, are governed by the
same rules as apply to all Group
management staff that is: the
justifi cation of all professional
expenses, item by item.
Private expenses are not reimbursed.
In the case of mixed professional/
private expenses (like cars), a
proportional rule is applied in the
same way as to all management staff
in the same position.
In the area of insurance, the Company
subscribes the same type of cover for
Executive Committee members as it
does for its senior managers.
Pensions and retirement and deathin-service
coverage for Executive
Committee members are based in
principle on the provisions of the
applicable schemes in their base
countries.
6.6. Options
Compensation and other benefi ts granted to
the Chairman of the Executive Committee
Compensation and other benefi ts granted to
the other members of the Executive Committee
In December 2008 the Board of
Directors allotted, on the proposal of
the Compensation and Appointments
Committee, stock options to senior
Group managers.
The exercise price amounts to
EUR 58.81 per option, with a threeyear
non-exercise period. Executive
Committee members together were
granted 112 000 options in 2008,
compared with 120 000 in 2007.
2007 2008
Base compensation 755 351 774 266
Variable compensation 906 421 216 093
Pension and death-in-service and disability
coverage (costs paid or provided for)
197 015 209 661
Other remuneration components 1 14 216 13 410
2007 2008
Base compensation 2 635 689 2 633 232
Variable compensation 2 159 590 1 628 323
Pension and death-in-service and disability
coverage (costs paid or provided for)
1 465 4852 605 462
Other remuneration components 3 113 446 107 492
6.7. The most important
provisions of their contractual
relationships with the company
and/or an affi liated company,
including the provisions relating to
compensation in the event of early
departure.
Executive Committee members,
including the Chairman, have
directorships in Group subsidiaries
as a function of their responsibilities.
Where such mandates are
compensated, they are included in
the amounts given above, regardless
of whether the mandate is deemed to
be salaried or undertaken on a selfemployed
basis under local legislation.
No Executive Committee member,
including the Chairman, benefi ts from
any “golden parachute” clause.
If their function ends anticipatedly,
only the legal system applies.
7. Chairmen's roles
in achieving harmony
between the Board
of Directors and the
Executive Committee
The Chairman of the Board of
Directors and the Chairman of the
Executive Committee work together
to harmonize the work of the Board
of Directors (including its committees)
with that of the Executive Committee.
The following measures have been
introduced to achieve this:
the two Chairmen meet as often as
is necessary on matters of common
interest to the Board of Directors
and the Executive Committee;
the Chairman of the Board of
Directors is invited once a month
to join the Executive Committee
meeting during its discussion of
the most important items on which
proposals will be made to the Board
of Directors;
the Chairman of the Executive
Committee (along with the Finance