Pharmaceuticals Sector - Solvay

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6 Solvay Global Annual Report 2005 The Board of Directors The Board of Directors is the highest management body of the company. The law grants it all powers not given, by law or by the by-laws, to the Shareholders’ Meeting. In the case of Solvay S.A., the Board of Directors has reserved certain key areas for itself and has delegated the remainder of its powers to an Executive Committee. Key senior appointments in 2006 On May 3, 2005, in accordance with the Corporate Governance rules to which it is committed, and with the full agreement of the persons involved, the Board of Directors announced a series of key appointments, at the head of Solvay S.A. decided on unanimously. The Group’s two highest management bodies, the Board of Directors and the Executive Committee, will see major changes in 2006. Each will have a change of Chairman and other new appointments. Chairman of the Board of Directors of Solvay S.A. Baron Daniel Janssen, who has reached the age limit of 70, will step down as Chairman of the Board of Directors of Solvay S.A. on May 9, 2006 at the end of the General Shareholders’ Meeting, after 22 years on the Board, the last 8 of them as its Chairman. Baron Janssen also spent 14 years on the Executive Committee, 12 of them as Chairman. Aloïs Michielsen, currently Chairman of the Executive Committee, will succeed him as Chairman of the Board of Directors. In this position, Mr. Michielsen, now 64 years old, will continue his active career at Solvay, which already spans 37 years. He has spent 16 years on the Executive Committee, including 4 as Vice- Chairman and 8 as Chairman. Effective the same date, Denis Solvay will become Vice- Chairman of the Board of Directors. Chairman of the Executive Committee of Solvay S.A. Mr. Michielsen will leave the Executive Committee, and his position as its Chairman, on May 9, 2006. Effective May 9, 2006 the Chairman of the Executive Committee will be Christian Jourquin. Mr. Jourquin (58) has spent his entire 35-year career in the Group, including 10 years on the Executive Committee. He joined the Board of Directors on June 2, 2005. Mr. Jourquin, a graduate of the Solvay business school of the Free University of Brussels, was General Manager of the Chemicals Sector for the past 6 years until April 30, 2006. Before that, he successfully managed other major Group entities, including Solvay Duphar in the Netherlands between 1980 and 1990, which at the time represented a large part of the Group’s international pharmaceutical activities, the Iberian peninsula between 1990 and 1996, Solvay Interox in 1996 and the Processing Sector from 1997 to 2000. General Manager of North American René Degrève (63), an outstanding General Manager of Finance and a member of the Executive Committee for the past 15 years, has been appointed General Manager for North America, replacing David Birney, who retired on March 31, 2006. He will cease being a Director, a post which he has held for 8 years. Mr. Degrève will remain a member of the Executive Committee. General Manager of Finance Bernard de Laguiche (46) has been appointed General Manager of Finance, effective March 1, 2006, to replace Mr. Degrève. Mr. Laguiche remains a member of the Executive Committee, which he joined in 1998. He was appointed a Director at the Ordinary Shareholders’ Meeting of June 2, 2005, effective March 1, 2006, to replace Mr. Degrève. Mr. de Laguiche has a commercial engineering degree from the University of St Gallen (Switzerland). He joined Solvay in 1987 and has held a number of positions of responsibility in Belgium, Germany and the United Kingdom. Until the end of 2005 he was Managing Director of Solvay Solexis in Milan. General Manager of the Chemicals Sector Vincent De Cuyper (45) will become General Manager of the Chemicals Sector and a member of the Executive Committee from May 1, 2006, replacing Christian Jourquin, who has been appointed Chairman of the Executive Committee. Mr. De Cuyper is a chemical engineer from the University of Louvain. He has spent his entire career at Solvay, where he was previously Managing Director General of Vinythai, a listed Thai company. The attached table shows the composition of the Board of Directors as of January 1, 2006, together with the changes approved in 2005 to take effect during the course of 2006.
Board of Directors and Corporate Governance Year Year of 1 st Solvay S.A. positions, and Changes during 2005/ of birth appointment expiration date of directorship early 2006 Baron Daniel Janssen (B) 1936 1984 2006 May 9, 2006 Chairman of the Board of Directors Leaves the Board of Directors and his positions as and of the Finance and the Compensation its Chairman and as Chairman of the Finance and and Appointments Committees the Compensation and Appointments Committees Mr. Aloïs Michielsen (B) 1942 1990 2009 May 9, 2006 Director and Chairman Leaves the Executive Committee and his position of the Executive Committee (*), Member of as its Chairman. Becomes Chairman of the Board the Finance and the Compensation of Directors and of the Finance and the and Appointments Committees Compensation and Appointments Committees Mr. Christian Jourquin (B) 1948 2005 2009 May 9, 2006 (June 2, 2005) Director and member of the Executive Committee (*) Becomes Chairman of the Executive Committee Mr. René Degrève (B) 1943 1998 2010 February 28, 2006 Director and member Steps down from the Board of Directors of the Executive Committee (*) Member of the Finance Committee and the Finance Committee Baron Hubert de Wangen (F) 1938 1981 2009 Independent Director Mr. Jean-Marie Solvay (B) Chevalier 1956 1991 2008 Independent Director, Member of the New Business Board Guy de Selliers de Moranville (B) 1952 1993 2009 May 9, 2006 Independent Director, Member of the Audit Committee Becomes Member of the Finance Committee Mr. Kenneth Minton (GB) 1937 1996 2009 Steps down from the Board of Directors Independent Director, on May 9, 2006 and the Audit Committee Chairman of the Audit Committee on December 31, 2005 Mr. Denis Solvay (B) 1957 1997 2006 May 9, 2006 Independent Director, Becomes Vice-Chairman of the Board Member of the Audit Committee of Directors Member of the Compensation and Appointments Committee Mr. Nicolas Boël (B) 1962 1998 2009 Independent Director, Member of the Compensation and Appointments Committee Mr. Whitson Sadler (US) 1940 2002 2007 Becomes Chairman of the Audit Committee Independent Director, Member of the Audit Committee on January 1, 2006 Mr. Jean van Zeebroeck (B) 1943 2002 2010 Independent Director, Member of the Compensation and Appointments Committee Mr. Jean-Martin Folz (F) 1947 2002 2006 Independent Director, Member of the Mr. Jacques Saverys (B) 1937 2003 Compensation and Appointments Committee 2007 Independent Director Mr. Karel van Miert (B) 1942 2003 2009 Independent Director Member of the Finance Committee Dr. Uwe-Ernst Bufe (G) 1944 2003 2009 Independent Director Member of the Finance Committee Mr. Bernard de Laguiche (F) 1959 2005 2009 March 1, 2006 Member of the Executive Committee (*) Becomes Director, replacing René Degrève, and Member of the Finance Committee Prof. Dr. Bernhard Scheuble (G) 1953 2006 2010 May 9, 2006 Independent Director Will be proposed for election as an Independent Director Mr. Anton van Rossum (NL) 1945 2006 2010 May 9, 2006 (*) Active full-time in the Solvay group Independent Director Will be proposed for election as an Independent Director Corporate Governance The application in 2005 of the Solvay’s Group’s “Corporate Governance” rules is the subject of a separate document, enclosed with the present Annual Report. With the Belgian Corporate Governance Code coming into full force on January 1, 2006 in respect of the 2005 fi nancial year, this document represents the application of the recommendations of this Code, in accordance with the “comply or explain” principle. Solvay Global Annual Report 2005 7
Page 1 and 2: Driven by the future Growth, Compet
Page 3 and 4: Highlights January 2005 Solvay fi n
Page 5 and 6: Activities Group sales 2005 = EUR 8
Page 7 and 8: Our Vision - Independent industrial
Page 9: here to stay, in our view irreversi
Page 13 and 14: 4 Executive Committee and General M
Page 15 and 16: Such a strategy is possible only wi
Page 17 and 18: Specialities Solvay Specialties fro
Page 19 and 20: Key fi gures [EUR million] Pharmace
Page 21 and 22: Cardiometabolic Cardiovascular dise
Page 23 and 24: Cardiometabolics Fenofi brate, TRIC
Page 25 and 26: “ DUODOPA® entered Solvay’s pr
Page 27 and 28: Pharmaceuticals Sector Therapeutic
Page 29 and 30: Key fi gures [EUR million] Chemical
Page 31 and 32: Growth To speed up its growth, the
Page 33 and 34: Initiatives have also been launched
Page 35 and 36: “ The ‘Soil Remediation Reagent
Page 37 and 38: Key fi gures [EUR million] Plastics
Page 39 and 40: Innovation “Twin-Sheet Blow Mould
Page 41 and 42: Plastics 37 Solvay Global Annual Re
Page 43 and 44: which it was able to take advantage
Page 45 and 46: New Business Development Priority t
Page 47 and 48: Meeting The Science Days organized
Page 49 and 50: Human Resources The Group’s fi ve
Page 51 and 52: “ At the end of this seminar, all
Page 53 and 54: Sustainable Development 2005 saw th
Page 55 and 56: Accident frequency rate Persons wor
Page 57 and 58: Management Report New records for S
Page 59 and 60: Expenditure on the future by Sector
Page 61 and 62:
Financial Statements The following
Page 63 and 64:
Consolidated balance sheet EUR mill
Page 65 and 66:
IFRS valuation rules The main accou
Page 67 and 68:
9. Impairment Every year the Group
Page 69 and 70:
Notes to the fi nancial statements
Page 71 and 72:
(2) Financial data by region These
Page 73 and 74:
and the estimated fi nancial conseq
Page 75 and 76:
The deferred taxes recorded in the
Page 77 and 78:
2005 Millions EUR Acquisitions Disp
Page 79 and 80:
Neopharma On January 19, 2005 the S
Page 81 and 82:
(around 300 persons) with a view to
Page 83 and 84:
In 2005 the impairment tests on goo
Page 85 and 86:
Solvay Group purchased 100% of the
Page 87 and 88:
Post-employment benefi t plans are
Page 89 and 90:
Actuarial assumptions used in deter
Page 91 and 92:
Analysis of total fi nancial debt b
Page 93 and 94:
In this way, at the end of 2005, th
Page 95 and 96:
The following amounts relating to J
Page 97 and 98:
PORTUGAL Fournier Farmaceutica Port
Page 99 and 100:
List of fully consolidated Group co
Page 101 and 102:
Solvay Salz Holding GmbH, Hannover
Page 103 and 104:
CANADA Fournier Pharma, Inc., Montr
Page 105 and 106:
GREAT BRITAIN Inergy Automotive Sys
Page 107 and 108:
Summary fi nancial statements of So
Page 109 and 110:
Statutory auditor’s report to the
Page 111 and 112:
The Solvay share compared with the
Page 113 and 114:
Contacts: The Investor Relations Te
Page 115 and 116:
Shareholders’ Diary - May 9, 2006
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Pharmaceuticals Sector - Solvay

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