Syensqo Board of Directors
6 Independent directors
Syensqo’s Board of Directors promotes good governance practices that create transparent dialogue among the Group’s stakeholders. It makes overall strategy and policy decisions and supervises their implementation. Its members collaborate as a team with a shared vision and purpose and are fully aligned behind the company’s strategy.
Our Board is a collegial body composed of 10 members (including the CEO and 9 non-executive directors) and made up of a diverse group of highly experienced directors, of which 6 directors are independent. The composition of the Board reflects the need for contribution of experience and knowledge from different fields, in a manner that ensures efficient decision-making. The Board members’ areas of expertise include specialty industries, clean technology, innovation, risk management, finance, corporate governance and international business development.
It’s the joint focus of the Board to steer the company in a direction that allows Syensqo to bring breakthrough technologies to market as a pioneering, customer-focused and industry-leading business that champions sustainability. Providing the company’s entrepreneurial leadership that extends the boundaries of what’s possible, progresses scientific development and keep Syensqo at the forefront of materials and consumer applications.
Meet the Syensqo Board of Directors
Rosemary Thorne, 71, serves as Independent Director and Chair of the SYENSQO Board since December 2023, as well as Chair of the Board’s Finance Committee. Prior to this, she served as an Independent Director on the Solvay Board of Directors from 2014 until 2023, and as Chair of the Board’s Audit Committee. She is also an Independent Director on the Board of Merrill Lynch International (UK), a wholly-owned subsidiary of Bank of America, serving as Chair of the Audit Committee. Ms. Thorne has decades of financial leadership experience across a wide range of industries. She previously served as Chief Financial Officer at J. Sainsbury, the UK’s largest supermarket chain at the time; Bradford & Bingley; and Ladbrokes. Ms. Thorne previously sat as an Independent Director on the Boards of Royal Mail Group, Cadbury Schweppes, Santander UK, First Global Trust Bank and Smurfit Kappa Group in Ireland.
Dr. Ilham Kadri, 54, serves as Chief Executive Officer, as Chair of the Executive Leadership Team, and as member of the Board of Directors of SYENSQO since December 2023. Prior to this, she served as CEO and Chair of the Executive Committee at Solvay from 2019 until 2023. Ms. Kadri has successfully led the turnaround of Solvay, delivering double-digit EBITDA growth and 18 consecutive quarters of positive free cash flow, deleveraging the balance sheet and promoting superior people engagement. She is an Independent Board member at A.O. Smith and L’Oréal. She is active in non-profit organizations, as Chair of the World Business Council for Sustainable Development (WBCSD), member of the steering committee of the European Round Table of Industrialists (ERT) as well as a permanent member of the World Economic Forum’s International Business Council (WEF). Ms. Kadri has extensive leadership experience across a variety of industries in four continents and with leading industrial multinationals, including Shell, UCB, Huntsman, Dow, Sealed Air. Prior to Solvay, she was CEO and President of Diversey in the USA, led the company’s return to profitability and resulting spin off and divestiture to Bain Capital. She founded two non-Profit foundations: the Solvay Solidarity Fund in Belgium in 2020 which supported more than 7000 families affected by Covid-19 and natural disasters; and founded the ISSA Hygieia Network in 2015 in the USA, to help women in the cleaning industry. She received two Doctor Honoris Causa from EWHA University in Korea and Université de Namur in Belgium.
Roeland Baan, 66, serves as Independent Director since December 2023. He currently also serves as President and Chief Executive Officer of Topsoe, a privately-held leading provider of clean energy and petrochemical technologies. He is also Chairman of the Supervisory Board of SBM Offshore NV. Roeland Baan has extensive experience in supply chain management, M&A, business development and operations management. Prior to joining Topsoe in 2020, he was President and CEO of Outokumpu and has held several executive roles at global organizations such as Aleris International, ArcelorMittal and SHV NV. He spent over 16 years in various roles across the globe at Shell, living in South America, in Africa and in the United Kingdom.
Dr. Françoise de Viron, 68, serves as Non-Independent Director and Vice-Chair of the Board, and as Chair of the ESG Committee since December 2023. Prior to this, she served as Director at Solvay from 2013 until 2023. Ms. de Viron is a regarded academic leader and has extensive experience in innovation, R&D and qualitative research. She is a Professor Emeritus at the Faculty of Psychology and Education Sciences and Louvain School of Management at UCLouvain in Belgium where she has been an Academic Member of various groups. Ms. de Viron previously also served as the president of AISBL EUCEN – the European Universities Continuing Education Network. Prior to her university position, from 1985 to 2000, she was in charge of developing Artificial Intelligence applications at Tractebel S.A. (now Tractebel-Engie).
Edouard Janssen, 45, serves as Non-Independent Director since December 2023. Prior to this, he served as a Director at Solvay from 2021 until 2023. In 2023, he was appointed Chief Financial Officer of D’Ieteren Group, a European leader in automotive distribution services. Mr. Janssen is also a Board member of privately-held Financière de Tubize and Union Financière Boël, as well as Co-Founder and Chair of Trusted Family. Mr. Janssen is active in academics, as Vice-Chair of the International Advisory Board of the Solvay Brussels School of Economics and Management and on the advisory board of the INSEAD HGIBS. He brings expertise in finance, strategy, entrepreneurship, business management, planning and marketing. He has served as Solvay’s Vice President in strategy and M&A between 2019 and 2021, and prior to that, he was the US-based General Manager for North- and Latin America at Solvay’s Aroma Performance Global Business Unit.
Nadine Leslie, 60, serves as Independent Director since December 2023 and is based in the United States of America. She is currently a member of the Board of Directors of Provident Financial Services , as well as a Non-Executive Director of Seven Seas Water Corporation, a water and wastewater treatment multinational company. She also sits on the Board of Trustees of Hackensack Meridian Health Network and is active as strategic consultant for civil engineering firm T&M Associates. Over a 22-year career at Suez, Ms. Leslie held several leadership positions, the last one being Chief Executive Officer of Suez North America, until 2022. Previously she served as Executive Vice President Health & Safety.
Matti Lievonen, 64, serves as Independent Director and Chair of the Compensation Committee since December 2023. Prior to this, he served as an Independent Director at Solvay from 2018 until 2023. Mr. Lievonen is a proven executive in the energy, forestry, power and automation industries with an extensive track record of leading businesses through climate transition. For over ten years until 2018, he served as Chairman and Chief Executive Officer of Neste Corporation, a global leader in next-generation renewable fuels and chemicals. During his time at Neste, Mr. Lievonen successfully promoted the development of clean fuels as well as Finland’s bioeconomy strategy in advancing renewable transportation fuels. He has also been involved with organizations such as Fortum Board, SSAB, Nynäs AB, Ilmarinen, and the HE Finnish Fair Foundation. Until 2021, Mr. Lievonen was also Chairman of the Board of Directors at Fortum. He has been recognized for his admirable leadership and expertise, and in 2016 was awarded an Honorary Doctorate of Technology by the Aalto University Schools of Technology.
Dr. Mary Meaney, 51, serves as Non-Independent Director since December 2023. She is currently a member of the Board of Directors and of the Audit Committee of Groupe Bruxelles Lambert SA. She also sits on the Board of Directors and the Remuneration Committee of Beamery, the privately-held talent management company. She is a member of the Board of Directors and of the Finance Committee of Imperial College, London. Dr. Meaney brings expertise in strategy, M&A, and change management, which she acquired over a 24-year career at McKinsey where she was a Senior Partner, served on the McKinsey Shareholders Council and led McKinsey’s global Organization practice.
Heike Van de Kerkhof, 60, serves as Independent Director and Chair of the Nomination Committee since December 2023. She currently sits on the Board of OCI N.V. Ms. Van de Kerkhof brings more than 30 years of experience in the chemicals, oil & gas and materials industries, having served in numerous leadership roles around the globe. From 2020 to 2023, she was Chief Executive Officer of Archroma Management, a global specialty chemicals company. During her tenure, she successfully completed the transformational acquisition of Huntsman’s Textile Effects business. Prior to her role at Archroma, Ms. Van de Kerkhof served as Vice President of Lubricants, Western Hemisphere at BP, and held positions at Castrol, The Chemours Company, and Neste Corporation. She also held many leading roles within DuPont over 18 years.
Julian Waldron, 59, serves as Independent Director and Chair of the Audit and Risk Committee since December 2023. He currently also serves as Deputy Executive Chairman of privately-held Albea Group, a global beauty and personal care packaging company which operates 35 facilities in Europe, Asia and the Americas. Mr. Waldron has held senior leadership roles at several leading listed companies in the industrial, technology and services sectors and brings a wealth of expertise in finance and business operations. Prior to joining Albea in 2022, he was Chief Financial Officer of Suez for three years after serving as Chief Financial Officer and subsequently Chief Operating Officer of Technip. He started his career at UBS Warburg where he spent 14 years. Mr. Waldron also served as an Independent Board member and Chairman of finance, risk and investments at Carbon Clean, a privately-owned carbon capture company dedicated to achieving net zero.
Syensqo Board Committee
To enhance the overall effectiveness of the Board of Directors by ensuring focus, oversight and monitoring, the Board of Directors of Syensqo has set up on a permanent basis the below specialized Committees.
These five Specialized Committees provide the Board with advisory opinions within their respective areas of competence.
The Audit and Risk Committee assists the Board of Directors to ensure in particular the reliable nature of financial information and compliance with relevant laws, regulations and control processes, examining the areas of risk that can potentially have a material effect on the Group’s financial situation.
The Audit and Risk Committee hears reports from the CFO, the Head of Internal Audit and Risk Management and the Statutory Auditor in charge of the external audit. It also examines the quarterly report by the Group General Counsel on significant ongoing legal disputes.
It meets alone with the Statutory Auditor in charge of the external audit whenever it deems such meetings useful.
In addition, the Audit and Risk Committee collaborates as appropriate with other Committees, in particular with the ESG Committee as regards key ESG performance indicators and the Group’s extra-financial strategy and performance.
The Audit and Risk Committee is composed of:
- Julian Waldron (Chair)
- Edouard Janssen
- Heike Van de Kerkhof
- Roeland Baan
The Compensation Committee performs the missions vested on it by Article 7:100, § of the BCCA. In particular, without limitation:
It advises the Board of Directors on the policy and level of remuneration for Directors and Executive Leadership Members, including the CEO.
It gives its opinion on the Group’s principal remuneration policies (including long-term incentive plans).
It prepares the Remuneration Policy and the annual Remuneration Report.
The Compensation Committee is composed of:
- Matti Lievonen (Chair)
- Rosemary Thorne
- Dr. Françoise de Viron
- Heike Van de Kerkhof
- Nadine Leslie
The Nomination Committee’s principal role is to make recommendations relating to, and examine proposals in respect of appointments to the Board of Directors and its Committees, and the Executive Leadership Team (including the CEO).
The Nomination Committee is composed of:
- Heike Van de Kerkhof (Chair)
- Nadine Leslie
- Dr. Françoise de Viron
- Rosemary Thorne
- Matti Lievonen
The Finance Committee gives an opinion on financial matters, such as the levels and currencies of indebtedness and credit, including in light of interest rate developments and macroeconomic environment, the hedging of foreign-exchange and energy risks, the hedging policy of the long-term incentive plans and the financing of major investments. When called upon, it gives opinions on board policies on the above matters and makes recommendations to the Board of Directors.
It also gives an opinion on the financial implications of strategic projects falling within the competence of the Board of Directors.
The Finance Committee is composed of:
- Rosemary Thorne (Chair)
- Julian Waldron
- Edouard Janssen
- Roeland Baan
- Ilham Kadri
The ESG Committee supports the Board in understanding (i) the expectations of Syensqo’s key stakeholders, (ii) the impact of ESG issues on Syensqo’s ability to create value, and (iii) ESG trends and associated risks and opportunities. The ESG Committee monitors the Company’s overall approach towards ESG matters, ensures this approach is aligned with and integrated in the overall Group strategy and defines in this respect ESG key performance indicators. It also monitors the implementation of the Corporate Sustainability Reporting Directive (CSRD) and other similar laws and regulations.
In addition, the ESG Committee collaborates as appropriate with other Committees, such as the Audit and Risk Committee and the Compensation Committee, with oversight responsibility for executive compensation, talent management, compliance and other shared topics.
The ESG Committee is composed of:
- Dr. Françoise de Viron (Chair)
- Nadine Leslie
- Roeland Baan
- Mary Meaney
- Dr. Ilham Kadri