Financial Statements - Solvay

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152 Solvay Global Annual Report 2008 12.3. Flow of fi nancial information EIn 2008, the Belgian Financial Analysts’ Association recognized the quality of the information contained in Solvay’s quarterly and annual publications, of the Investor Relations department and of the Solvay group Internet site, by awarding the Group its second prize for best fi nancial information. 12.4. Shareholder Clubs and Individual Investors For many years the Group has maintained very close relations with clubs of individual investors both by taking part in fairs and conferences and by providing regular information on the life of the Group (press releases, the annual report, etc.) on request. In 2008, the Solvay group actively continued its meetings with individual investors. To give examples: Solvay’s participation in “Share Day” was a chance to meet again our individual shareholders; in April 2008, Solvay took part in the ‘Investors' Event organized by the (Flemish Association of Investors and Investors Clubs), which every year brings together more than EUR 140 120 100 80 60 40 20 0 Share price Trading 1 000 participants, with Mr. Christian Jourquin presenting the Group’s latest strategic developments; Solvay also took part in the Financial Cocktails organized by Euronext, the most recent of which was held in November in Brussels. 12.5. Roadshows and meetings for professionals Roadshows and meetings with senior Group managers are organized regularly for international professionals (analysts, portfolio managers, press, etc.) In 2008 over 300 contacts were established at meetings and events organized in Europe (Brussels, London, Paris, Frankfurt, Geneva, Zurich, Milan, etc.), the United States and Canada. The annual analysts’ meeting and institutional investors’ meeting, which is also open to the fi nancial press, was attended by over 40 participants from eight European countries and the USA. The visit provided an opportunity to examine Group strategy, major changes in the activities portfolio and recent developments. Conference calls with management are also systematically organized, every quarter, to comment on Group results. 12.6. A specifi c internet site A dedicated internet site, www.solvay-investors.com, provides shareholders and investors with the latest published fi nancial and strategic information from the Group. The site informs investors and shareholders of many valuable services. It also provides useful contacts with chemicals and pharmaceutical analysts who closely track the Group. Surfers can also join a Shareholders’ and Investors’ Club in order to receive e-mail notifi cation in three languages (French, Dutch, English) of the publication of information of various kinds: agendas of certain meetings, including the annual Shareholders' Meeting, draft wording of by-law amendments, special reports of the Board of Directors, publication of the annual report, unconsolidated parent company accounts, payment of dividends, etc. 12.7. Quarterly earnings publication Out of a desire to provide ever more fi nely tuned and regular communication, the Group began in 2003 to publish quarterly results in accordance with International Financial Reporting Standards (IFRS). Jan-08 Feb-08 Mar-08 Apr-08 May-08 Jun-08 Jul-08 Aug-08 Sep-08 Oct-08 Nov-08 Dec-08 1400000 1200000 1000000 800000 600000 400000 200000 0
ANNEX 1 Audit Committee Mission Statement 1. Members The Audit Committee consists of a Chairman and at least two members, all three of whom are non-executive directors and at least two of whom are independent directors. 2. Guests The Audit Committee generally invites the following persons to report to its meetings: a) the Group’s chief fi nancial offi cer; b) the head of the internal audit department; c) a representative of the Group’s statutory auditor. 3. Frequency of meetings The Audit Committee meets at least four times a year prior to the publication of the annual, half-yearly and quarterly results. Additional meetings may be organized to discuss and agree on the scope of audit plans and on audit costs, and to discuss other important fi nancial questions. 4. Main tasks of the Audit Committee a) The Audit Committee ensures that the annual report and accounts, the periodic fi nancial statements and all other important fi nancial communications by the Group conform to generally accepted accounting principles (IFRS for the Group, Belgian accounting law for the parent company). These documents should provide a fair and relevant view of the business of the Group and of the parent company and meet all legal and stock market requirements. b) The Audit Committee regularly examines the accounting strategies and practices that are applied in preparing the Group’s fi nancial reports, making sure that these conform to good practices and meet the requirements of the appropriate accounting standards. c) The Audit Committee regularly examines the scope of the external audit and the way it is implemented across the Group. The Audit Committee studies the recommendations of the external audit and the auditor’s report to the Board of Directors. d) The Audit Committee monitors the effectiveness of the Group’s internal control systems, and in particular the fi nancial, operational and conformity controls, along with risk management. The Audit Committee also satisfi es itself that the electronic data processing systems used to generate fi nancial data meet the required standards. The Audit Committee ensures that these systems meet legal requirements. e) In respect of the internal audit, the Audit Committee verifi es the scope/ programs/results of the work of the internal audit department and makes sure that the internal audit organization has the necessary resources. The Audit Committee checks that internal audit recommendations are properly followed up. f) The Audit Committee examines the appointment of the Statutory Auditors and assesses the appropriateness of their fees. In consultation with the chief fi nancial offi cer, the Audit Committee participates in the choice of head of the internal audit department. g) The Audit Committee examines areas of risk that can potentially have a material effect on the Group’s fi nancial situation. These include, for example, the foreign exchange risk, major legal disputes, environmental questions, product liability issues, etc. During such examination, the Audit Committee examines the procedures in place to identify these major risks and to quantify their potential impact on the Group and the way the control systems work. 5. Minutes As a sub-committee of the Group’s Board of Directors, the Audit Committee prepares minutes of each of its meetings and submits them to the Board. ANNEX 2 Compensation policy for General Managers In general This compensation policy applies to Solvay's General Managers, i.e. the CEO, the members of the Executive Committee and the General Managers belonging to the Offi ce of the Executive Committee. General Managers’ compensation is set by the Board of Directors based on the recommendations of the Compensation and Appointments Committee. The guiding principles of Solvay's compensation policy for its General Managers can be summarized as follows: to ensure overall competitive compensation opportunities which will enable Solvay to attract, retain, motivate and reward executives of the highest calibre essential to the successful leadership and effective management of a global chemical and pharmaceutical company; Corporate Governance 153 Solvay Global Annual Report 2008 Corporate Governance
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Managing Challenges Solvay Global A
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Key fi gures - Solvay Group Financi
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February 1 Caprolactones Solvay con
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Apart from increasing our competiti
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and optional overtime and taking of
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... and Long-Term Value Creation Th
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and using it without limits, the pi
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Chemicals Sales: EUR 3.1 billion -
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2008 : operating result down 19% on
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EUR million 2007 2008 2008/2007 GRO
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Balance sheet Total Equity stood at
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Current profi t before taxes amount
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Robot in Weesp. This 384 wells plat
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Key fi gures [EUR million] 2006 200
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Flagship Products in 2008 Therapeut
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Sales of less important products In
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Sodium bicarbonate. Sodium bicarbon
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natural resources and limit waste d
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The Organic cluster: Molecular Solu
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Solvay specialty polymers The outst
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Technological leadership through Re
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production capacities have been inc
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New Business Development OLED. Orga
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future) reacts with atmospheric oxy
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Increasing cultural diversity. Solv
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New career management process In 20
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The 5x5 Matrix The 5x5 Matrix is th
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Investors: responding to growing in
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Financial Statements The following
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Consolidated balance sheet EUR Mill
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Minority interests The increase in
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• IFRIC 15 Agreements for the con
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9. Research and Development costs R
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Key assumptions & key sources of es
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General description of the segments
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Information per primary segment for
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For the Pharmaceuticals Sector, whi
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- Current tax represents the tax pa
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Other information All the Group’s
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The acquisitions in 2008 consist ma
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Alexandria Sodium Carbonate On 17 O
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(20) Capital increase / redemption
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Consolidated balance sheet (22) Int
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(24) Tangible assets (including fi
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(26) Other investments EUR million
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(29) Provisions EUR Million Employe
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The amounts recorded in the balance
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Actuarial assumptions used in deter
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- the risks attached to ongoing lit
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Fair value of fi nancial debts For
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Page 107 and 108: Financial instruments IAS 39 defi n
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Page 111 and 112: Management of Risks Acting responsi
Page 113 and 114: In reference to Raw Materials, in a
Page 115 and 116: Since 2007 a compliance organizatio
Page 117 and 118: Participation in venture capital fu
Page 119 and 120: Compensation report 1. Description
Page 121 and 122: affi liated to the Pension Regulati
Page 123 and 124: Companies leaving the Group Country
Page 125 and 126: SolVin France SA, Paris 75 Pl Vival
Page 127 and 128: Solvay Soda Ash Joint Venture, Hous
Page 129 and 130: FINLAND Pipelife Finland OY, Oulu 5
Page 131 and 132: Summary fi nancial statements of So
Page 133 and 134: STATUTORY AUDITOR’S REPORT To the
Page 135 and 136: Report on the application of the Co
Page 137 and 138: Introduction This report presents t
Page 139 and 140: The Board of Directors noted their
Page 141 and 142: notice of the meeting by mail at th
Page 143 and 144: Year of birth Year of 1st appointme
Page 145 and 146: eing a non-executive director of a
Page 147 and 148: 4.5.2. The Audit Committee At Janua
Page 149 and 150: corresponding to the decision or re
Page 151 and 152: which remained valid for the 2008 f
Page 153 and 154: Manager, a member of the Executive
Page 155: EUR The Solvay share compared with
Page 159 and 160: during the 30 days preceding the st
Page 161 and 162: Executive Committee 1 | Christian J
Page 163 and 164: ABAF: Belgian Financial Analysts As
Page 165 and 166: Shareholders’ Diary - Tuesday May
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Financial Statements - Solvay

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