Board of Directors

Rosemary Thorne, 72, has served as an Independent Director, Chair of the Board of Directors and Chair of the Finance Committee of Syensqo since December 2023. Prior to this, Ms. Thorne served as an Independent Director on the Board of Directors of Solvay from 2014 to 2023, and as Chair of the Audit Committee. Ms. Thorne has decades of financial leadership experience across a wide range of industries. Ms. Thorne is an Independent Director on the Board of Merrill Lynch International (UK), a wholly-owned subsidiary of Bank of America Corporation, serving as Chair of the Audit Committee. 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, 55, has served as Chief Executive Officer and a member of the Board of Directors of Syensqo since December 2023. Prior to this, Dr. Kadri served as CEO at Solvay from 2019 to 2023. Dr. Kadri has successfully led the transformation 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. Dr. Kadri also successfully led the demerger of Solvay into two independent and publicly listed companies, Solvay and Syensqo.  Dr. Kadri is also a member of the Board of Directors, of the Nominating & Governance Committee and the Personnel & Compensation Committee of A.O. Smith Corporation (listed on the New York Stock Exchange), as well as a member of the Board of Directors and of the Audit Committee of L’Oréal S.A. (listed on Euronext Paris). She is active in non-profit organizations, as Chair of the World Business Council for Sustainable Development (WBCSD), President of the European Chemical Industry Council (Cefic), Vice-Chair of the European Round Table for Industry (ERT) as well as a permanent member of the World Economic Forum’s International Business Council (WEF). Dr. 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 joining Solvay, Dr. Kadri 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. Dr. Kadri received two Doctor Honoris Causa from EWHA University in Korea and Université de Namur in Belgium.

Roeland Baan, 67, has been an Independent Director of Syensqo since December 2023. Mr. Baan is President and Chief Executive Officer of Topsoe, a privately-held leading provider of clean energy and petrochemical technologies, and Chair of the Supervisory Board of SBM Offshore NV. (listed on Euronext Amsterdam). Mr. 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, has served as a Non-Independent Director, Vice-Chair of the Board of Directors and Chair of the ESG Committee since December 2023. Prior to this, Dr. de Viron served as Director at Solvay from 2013 to 2023. Dr. 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. Dr. 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 in the Energy Sector at Tractebel S.A. (now Tractebel-Engie).

Edouard Janssen, 46, has served as a Non-Independent Director of Syensqo since December 2023. Prior to this, Mr. Janssen served as Director at Solvay from 2021 until 2023. Mr. Janssen is Chief Financial Officer of D’Ieteren Group, a listed investment company (listed on Euronext Brussels), which currently owns (co-) control positions in various distribution businesses, including Belron. Mr. Janssen is also a Board member of privately-held Union Financière Boël. He is active in academics, as Vice-Chair of the advisory board of the Solvay Brussels School of Economics and Management and on the advisory board of the INSEAD HGIBS. Mr. Janssen mainly brings expertise in finance, strategy, entrepreneurship, and planning. From 2005 to 2021, he has worked within Solvay, in different roles in finance and management, mainly in Europe and the USA. Before that, he started his career at Morgan Stanley, in London.

Nadine Leslie, 61, has been an Independent Director of Syensqo since December 2023. Ms. Leslie is President and  Chief Executive Officer of Middlesex Water Company (listed on Nasdaq) and a member of the Board of Directors of Provident Financial Services (listed on the New York Stock Exchange). Ms. Leslie also serves on the Board of Trustees of Hackensack Meridian Health Network. Prior to this, Ms. Leslie was a Non-Executive Director of Seven Seas Water Corporation and held several leadership positions within Suez, the last one being that of Chief Executive Officer of Suez North America.

Matti Lievonen, 65, has been an Independent Director and Chair of the Remuneration Committee since December 2023. Prior to this, he served as an Independent Director at Solvay from 2018 to 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. Mr. Lievonen is Executive Chairman of EcoCeres and a member of the Supervisory Board of Wintershal Dea. 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. Mr. Lievonen 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 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, 52, has been as a Non-Independent Director of Syensqo since December 2023. Dr. Meaney is a member of the Board of Directors and of the Audit Committee of Groupe Bruxelles Lambert SA (listed on Euronext Brussels), and a member of the Board of Directors and of the Remuneration Committee of Beamery and a member of the Board of Directors and of the Finance Committee of Imperial College London. She also serves on the Advisory Board of Imperial College Business School. 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 (global Board of Directors) and led McKinsey’s global Organization practice.

Ms. Van de Kerkhof, 61, has served as an Independent Director and Chair of the Nomination Committee of Syensqo since December 2023. Ms. Van de Kerkhof is also a member of the Board of Directors and of the Audit Committee and of the HSE & Sustainability Committee of OCI N.V. (listed on Euronext Amsterdam) and  an independent Non-Executive Director of Goodpack in Singapore. 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 served as Chief Executive Officer and member of the Board of Directors of Archroma Management GmbH. She also served as a member of the Board of Directors of Venator Materials PLC, of the Supervisory Board of BP Europa SE and of the Board of Directors of Neste Oyj (listed on Nasdaq Helsinki). Prior to her role at Archroma Management GmbH, Ms. Van de Kerkhof served as Vice President of Lubricants, Western Hemisphere at BP Oil UK, and held positions at Castrol and The Chemours Company. She also held many leading roles within DuPont over 18 years.

Julian Waldron, 60, has served as an Independent Director and Chair of the Audit and Risk Committee of Syensqo since December 2023. Mr. Waldron is Chairman of privately-held Albéa Group, a global beauty and personal care packaging company which operates 35 facilities in Europe, Asia and the Americas. He is also a member of the Board of Directors and Chair of the Finance, Risk and Investment Committee of Carbon Clean Ltd, a privately-owned carbon capture company dedicated to achieving net zero. 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, business operations and IT. Until joining Albea in 2022, Mr. Waldron was Chief Financial Officer and member of the Executive Committee of Suez S.A. (prior to its acquisition by Veolia Environnement S.A.). Prior to that, Mr. Waldron held various roles at Technip S.A. – then TechnipFMC plc – initially serving as Chief Financial Officer and later as Chief Operating Officer. Prior to that, he was Chief Financial Officer at Thomson, where he later assumed the role of interim Chief Executive Officer. Mr. Waldron started his career at the S.G. Warburg bank, working there for over 14 years.

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 Remuneration 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 Remuneration 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