The SEA Corporate Governance structure is based on a traditional model and is comprised of the following bodies:
- The Shareholders’ Meeting, which represents the interests of all shareholders and with a duty to take the most important decisions for the company - appointing the Board of Directors, approving the financial statements and amending the By-Laws;
- The Board of Directors, which operates through the executive directors and directors with representative powers. A Control and Risks Committee and a Remuneration Committee have also been set up within the Board;
- The Board of Statutory Auditors.
The structure of powers and duties complete the Governance structure.
Board of Directors
The By-Laws establish that the Board of Directors comprises 7 members, whose mandate is set by the Shareholders’ Meeting for a period not lesser than one year and not greater than three, running from acceptance of office.
The Board of Directors of SEA comprises Executive and Non-Executive Directors (therefore not granted operating duties and/or directional duties within SEA). From among its members it elects a Chairman and a Vice Chairman and may delegate part of its duties to an Executive Committee and may appoint one or more delegated directors.
The Board of Directors of SEA therefore comprises the:
- Vice Chairman
- Non-Executive Directors (therefore not granted operating duties and/or directional duties within SEA)
The most senior managerial responsibility within the Company falls to the Chief Corporate Officer (CCO), the Chief Executive Officer (CEO) and the Chief Financial Officer (CFO), according to the duties conferred by the Board of Directors.
The organisational decisions undertaken by the company are adequately balanced by the Committees and the duties allocated to the Board of Directors.
The Board of Directors of SEA in office at December 31, 2014 was appointed by the Shareholders’ Meeting of June 24, 2013, for 3 years until the approval of the Annual Accounts at December 31, 2015.
SEA 2014 Structure of the Board of Directors and Committees
|Board of Directors||Control and Risks Committee||Remuneration Committee||Ethics Committee|
|Vice Chairman||Ravasio Renato||X||X|
(*) Membership of the Board member on the Committee
The meetings of the Board of Directors are called by the Chairman or, in his/her absence or impediment, by the Vice Chairman, at least 5 days before the meeting, which, where possible together with the calling of the meeting and however duly in advance of the meeting date, makes available to all Directors the relevant information, also supported by hard copies, concerning the matters which the Board is called to discuss.
In accordance with the By-Laws, a meeting of the Board of Directors shall be validly constituted when a majority of members in office are present. Resolutions are passed by a majority of those present; in the case of parity, the vote of the chairman prevails.
The By-Laws provide no specific indications on the regularity of Board meetings, although they are usually held on a monthly basis; the calendar is drawn up by the Board on a half-yearly basis.
The Board of Directors calls the Shareholders’ Meeting at least once per year, within 120 days from year-end or, where particular needs dictate, within 180 days from year-end.
Meetings held by the Board of Directors and the Committees in 2014
|Board of Directors||Control and Risks Committee||Remuneration Committee||Ethics Committee|
The Board of Directors plays a central role within the company’s organisation. The Board is responsible for the strategic and organisational 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.
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.
The Board of Directors exercises its functions relating to the internal control system taking into consideration benchmark models and the best practices.
The internal control system of the Company comprises of regulations, procedures, and organisational structure aimed at monitoring:
- the efficiency and effectiveness of the business processes;
- the reliability of financial disclosure;
- compliance with law, regulations, the By-laws and internal procedures;
- the safeguarding of the company’s assets.
Particular attention is reserved in addition to the Organisational and Management Model as per Legislative Decree 231/01 adopted.
In addition, in line with regulations and the By-Laws, 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.
In 2014, no operating duties were conferred to other directors, other than the Chairman, nor was an Executive Committee established.
On the conclusion of the current Board´s mandate, on the appointment of the new board the new provisions of Article 11 of the By-Laws in relation to slate voting will be applied.
Directors will be appointed by the Shareholders’ Meeting on the basis of slates presented by the shareholders which, individually or jointly with other shareholders, hold shares with full voting rights representing at least 20% of the share capital.
The slate voting procedure however will be applied only on the renewal of the entire Board of Directors. In the case in which, for any reason, it is not possible to appoint the Board of Directors according to the means indicated at Article 11 of the By-Laws, the Shareholders’ Meeting will vote by statutory majority.
Where during the year one or more directors elected from the slate which attained the second highest number of votes at the Shareholders’ Meeting cease their membership of the Board, the Board of Directors shall co-opt through electing, where possible, from among the unelected candidates of the slate from which the former Director was chosen.
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 2014 was Euro 885 thousand.
The SEA Group remuneration policy reflects its position as a service-based company focused on operating performance excellence and the quality of the service provided to customers, in order to aligning the corporate interest with the primary objective of creating value for shareholders. The policy seeks to attract, motivate and retain highly qualified and skilled individuals, capable of achieving the Groups’ objectives.
The variable incentive system (MBO) for Group Management is in line with the Industrial Plan and seeks to further its achievement. The variable remuneration component recognises the results achieved, drawing a correlation between performance and remuneration. The annual objectives are pre-set by the budget approved by the Board of Directors and allocated to the positions in relation to the result and responsibility areas of each role.
Group profitability is the principal objective of Management, shared at all levels and is the condition upon which the individual bonus is based. Performance is measured on, in addition to the economic-financial aspects, also the reaching of objectives in terms of operating excellence and customer service level indicators.
Internal Committees to the Board of Directors
The Board of Directors of SEA, in line with the recommendations of the Self-Governance Code, has internally set up through resolutions additional committees comprised of non-executive independent directors, with proposal and consultation functions and has set the number of members and relative duties. These committees regularly carry out their duties through meetings, with minutes prepared and maintained by the Company. For the discharge of their duties, the committees may access the information and company departments necessary.
The committees may in addition utilise external consultants, within the budget limits approved by the Board. The Board of Directors has set up:
- the Ethics Committee, chaired by a non-Executive Director
- the Remuneration Committee
- the Control and Risks Committee.
The Board has not set up internally an Appointments Committee as it is considered that the slate voting mechanism provided for under the By-Laws for the appointment of Directors guarantees sufficient transparency and publicity for the entire procedure for the appointment of the members of the Board of Directors.
Board of Statutory Auditors
The By-Laws establishes that the Board of Statutory Auditors is comprised of five standing members and two alternate members appointed and operating in accordance with law. By law, two State representatives hold positions as statutory auditors, one of which as Chairman of the Board appointed by the Ministry for the Economy and Finance and the other by the Ministry for Infrastructure and Transport. The appointment of the remaining three statutory auditors and the two alternate auditors takes place through the slate voting system, presented by shareholders with holdings of at least 20%.
The standing auditors are appointed for a period of three years (and may be re-elected), which expires on the date of the Shareholders’ Meeting called for the approval of the financial statements relating to the final year in office.
SEA 2014 Board of Statutory Auditors structure
|Office||Members||In office from||In office until|
|Chairman (*)||Cicchiello Rita||30/10/2013||approval 2015 Annual Accounts|
|Statutory Auditor||Galli Andrea||24/06/2013||approval 2015 Annual Accounts|
|Statutory Auditor||Giovanelli Paolo||24/06/2013||approval 2015 Annual Accounts|
|Statutory Auditor||Passantino Antonio||24/06/2013||approval 2015 Annual Accounts|
|Statutory Auditor||Simonelli Ezio Maria||24/06/2013||approval 2015 Annual Accounts|
|Alternate Auditor||Cioccarelli Andrea||24/06/2013||approval 2015 Annual Accounts|
|Alternate Auditor||Moretti Ilaria||24/06/2013||approval 2015 Annual Accounts|
* Paolo Marcarelli from 24/06/2013 to 30/10/2013
The Shareholders’ Meeting of the Company on June 24, 2013 elected the members of the Board of Statutory Auditors for the years 2013-2014-2015, establishing the relative remuneration. The Board supervises the independence of the audit firm, verifying compliance with the relative regulatory provisions and the nature and extent of the services other than the auditing of the Company accounts and of the subsidiaries by the appointed audit firm.
In the undertaking of its activities, the statutory auditors may request the Auditing Department to undertake verifications on specific operating areas and company operations.
The statutory auditors act with autonomy and independence also in relation to the shareholders who elected them. In 2014, the total remuneration of the Board of Statutory Auditors was Euro 286 thousand.