Board of Directors
The Board of Directors of SEA consists of seven members (executive and non-executive). The Board of Directors of SEA in office at December 31, 2015 was appointed by the Ordinary Shareholders’ Meeting on June 24, 2013, for 3 years until the approval of the Financial Statements at December 31, 2015. In 2015, the verification of independence requirements of directors was not considered necessary by the Company, considering the number of non-executive directors adequate.
The Company is not subject to special rules regarding the composition of the Board of Directors, in relation to minority shareholders or the number of independent directors.
The Board of Directors of SEA has determined the remuneration of Chairman, Deputy Chairman and other directors on the basis of what agreed by the appointing Shareholders’ Meeting. For the financial year ended December 31, 2015, the remuneration for the Board of Directors was 799,000 Euro.
The Board of Directors has a central role within the company’s organisation.
It is responsible for strategic and organizational guidelines within the corporate scope, holding all the powers that by law or by the By-laws are not expressly reserved to the Shareholders’ Meeting and therefore carries out the ordinary and extraordinary administration of the Company.
Structure of the Board of Directors and the SEA 2015 Committees
| Board of Directors | Control and Risks Committee | Remuneration Committee | Ethics Committee | Age groups | ||||
|---|---|---|---|---|---|---|---|---|
| Position | Members | Executive | Non Executive | * | * | * | 30-50 | >50 |
| Chairman | Pietro Modiano | X | X | |||||
| Deputy Chairman | Armando Brunini (1) | X | X | X | ||||
| Director | Mario Aspesi | X | X | X | ||||
| Director | Salvatore Bragantini | X | X | X | X | |||
| Director | Stefano Mion (1) | X | X | X | ||||
| Director | Susanna Stefani | X | X | X | ||||
| Director | Susanna Zucchelli | X | X | X | ||||
(*) Membership of the BoD member in the Committee.
(1) They were appointed on April 30, 2015 following the resignation of the Directors Renato Ravasio and Mauro Maia. On the same date, Director Armando Brunini was appointed as member of the Audit and Risk Committee and Director Stefano Mion as member of the Remuneration Committee.
The Board monitors the general operating performance, particularly in relation to conflicts of interest, taking into specific account any information received from the Chairman and SEA Control and Risks Committee, as well as periodically comparing results with forecasts.
In addition, the Board of Directors examines and approves operations with significant strategic, economic, equity or financial value, the strategic, industrial and financial plans of the Company and the Group in general, corporate governance system and Group’s structure.