Board of Directors
The Board of Directors of SEA consists of seven members (1) (executive and non-executive). The BoD in office at December 31, 2016 was appointed by the Ordinary Shareholders' Meeting on May 4, 2016, for three years until the approval of the Financial Statements at December 31, 2018. Over the course of 2016, the verification of the independence requirements of the directors was not considered necessary by the Company, considering the number of non-executive directors adequate.
The Company is not subject to particular rules in terms of 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 Deputy Chairman and the other Directors on the basis of that agreed by the appointing Shareholders’ Meeting. For the financial year ended December 31, 2016, the remuneration for the Board of Directors was 603,000 Euro.
The Board of Directors plays a central role within the company’s organization.
It is responsible for strategic and organizational guidelines, within the corporate scope, holding all the powers which by law or through the Bylaws 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 2016 Committees
| Board of Directors | Control and Risks Committee | Remuneration and Appointments Committee | Ethics Committee | Age groups | ||||
|---|---|---|---|---|---|---|---|---|
| Position | Members | Executive | Non-Executive | * | * | * | 30-50 | >50 |
| Chairman | Modiano Pietro | X | X | |||||
| Deputy Chairman | Brunini Armando | X | X | X | ||||
| Director | Bragantini Salvatore | X | X | X | X | |||
| Director | Mion Stefano | X | X | X | ||||
| Director | Stefani Susanna | X | X | X | ||||
| Director | Zucchelli Susanna | X | X | X | ||||
* Membership of the BoD member in 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 Group Control and Risks Committee, in addition to periodically reviewing results in comparison with forecasts.
In addition, the Board of Directors examines and approves any operation with significant strategic, economic, equity or financial value, the strategic, industrial and financial plans of the Company and the Group in general, the corporate governance system and the group's structure.
(1) Director Arabella Caporello resigned from office on September 15, 2016.