Corporate Governance codes

SEA over time has developed its Corporate Governance codes based on operating requirements or legislative changes.

Organisation and management model as per Legislative Decree 231/01

The Board of Directors of SEA on 18/12/2013 approved the “SEA Organisation and Management Model” (the Model) following the issue of Legislative Decree 231/01, enacting the “Regulation concerning the administrative responsibility of legal persons, of companies and of associations, also without legal personality”. 

SEA and its subsidiaries have adopted the necessary and appropriate measures to amend and improve the “Mapping of risks” and the model in place, to prevent the committal of offenses established by the legislature. 

The Model adopted by the Company comprises a General part, in addition to a Special Part, which concerns the various categories of offenses covered by Legislative Decree 231/01 and the relative prevention measures adopted. 

The effectivity and adequacy of the Model is ensured by the Supervisory Body which possesses independent powers of initiative and control, in addition to independent spending powers, sending semiannually and annually to the Board of Directors a written report on the state of implementation of the Model and, in particular, concerning the controls and verifications carried out, any critical issues and irregularities encountered. 

The Supervisory Body, currently in office, was appointed by the Board of Directors on July 31, 2013 and comprises 4 members (a Board member without operating duties, two external independent members and the Auditing Manager).

Ethics Code

With Board of Directors motion of April 10, 2000, SEA adopted an Ethics Code which defines the ethical and moral standards of the Company, indicating the conduct guidelines to be upheld by personnel and members of the Corporate Boards in external company relations and with other enterprises and the market.

The Ethics Code sets the moral standard objectives and those concerning the economic efficiency of inter-company relations (senior management, management, employees) and external relations (other enterprises and the market), in order to develop standardised conduct guidelines, in addition to the economic benefit established through the consolidation of a strong corporate reputation. 

The Ethics Code is a fundamental instrument for the monitoring of economic, financial and social relationships, with particular focus on conflicts of interest, relations with competitors and relations with customers, with suppliers and with the public administration. It provides a fundamental definition of the ethical and moral standards of SEA, indicating the conduct guidelines to be upheld by personnel.

In order to ensure full compliance with and the proper interpretation of the Ethics Code, an Ethics Committee comprising the following members has been set up:

  • a representative of the Board, who undertakes the chair of the Committee;
  • the heads of the following company departments:
    • Human resources and Organisation;
    • Legal and Corporate Affairs;
    • Auditing.

For each committee meeting minutes are prepared, in 2014 the Ethics Committee held 3 meetings.

As in 2013 no violations of the Ethics Code were reported, the meetings concerned the circulation and implementation of the code. 

In 2014, information concerning the Organisation and Management Model as per Legislative Decree 231/01 and the Ethics Code was circulated through the following initiatives:

  • disclosure to company Senior Managers on the offences introduced in Legislative Decree 231/01;
  •  transmission to company Executives: 
    • updating of the Mapping of Potential Risks
    • of the General Part - VIII Edition
    • of the Special Part - V Edition; 
  • prompt updating on the company Intranet site of the changes to the "Model", disclosure for employees and the FAQ;
  • circulating to new hires of the Ethics Code and the disclosure on Legislative Decree 231/01.

Training interventions organised as follows:

  • disclosure meeting with the Corporate Boards (July 2014);
  • e-learning training procedure for all SEA employees (started in October 2014);
  • meeting with Executives (November/December 2014).

In addition the training is also performed for Executives and new hires and personnel in areas considered sensitive for the purposes of applying the Model.

Anti-Corruption Representative

Starting from 31 January 2014 and in accordance with Law no. 190 of 6 November 2012 - the so-called "anti-corruption law" the company has appointed an Anti-Corruption Representative in the person of the Director of Legal &Corporate Affairs as well as a member of the Ethics Committee.

Through its Anti-Corruption Representative, the company intends to begin and consolidate cooperation with the Anti-Corruption Plan Manager of the Municipality of Milan, the majority shareholder, and comply to the best of its ability with the relevant provisions of the National Anti-Corruption Plan.

The training meeting held in 2014 with the Executives on Legislative Decree 231/01 and on the SEA Model, also regarded issues related to anti-corruption legislation.