The Board of Directors of SEA is composed of 7 executive and non-executive members. The Board of Directors in office at December 31, 2017 was appointed by the Shareholders’ Meeting of May 4, 2016, for 3 years until the approval of the Annual Accounts at December 31, 2018.
The Company is not subject to particular rules in terms of 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 established the remuneration of the Chairman, the Vice Chairman and the other Directors on the basis of that agreed by the appointing Shareholders’ Meeting. The remuneration of the Board of Directors in 2017 was Euro 529 thousand.
The Board of Directors plays a central role within the company’s organization.
The Board is responsible for the strategic and organizational choices undertaken and exercises, within the corporate scope, all powers which by law or through 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 SEA’s Board of Directors and Committees 2017
| Board of Directors | Control and Risks Comm. | Remuneration and Appointments Committee | Ethics Comm. | Indep. | Age group | ||||
|---|---|---|---|---|---|---|---|---|---|
| Office | Members | Executive | Non-Exec. | * | * | * | 30-50 | >50 | |
| Chairman | Modiano Pietro | X | X | ||||||
| Vice Chairman | Brunini Armando | X | X | X | X | ||||
| Director | Bragantini Salvatore | X | X | X | X | X | |||
| Director | Castelli Michaela | X | X | X | X | ||||
| Director | Mion Stefano | X | X | X | |||||
| Director | Stefani Susanna | X | X | X | X | ||||
| Director | Zucchelli Susanna | X | X | X | X | ||||
* Membership of the Board member on the Committee.
The Board monitors the general operating performance, particularly in relation to conflicts of interest, paying specific attention to information received from the Chairman and from the SEA Control and Risks Committee, in addition to periodically reviewing results in comparison with forecasts.
In addition, the Board of Directors examines and approves the operations of strategic, economic, equity or financial significance, the strategic, industrial and financial plans of the company and the group in general, the corporate governance system and the group structure.