The Board of Directors of SEA is composed of 7 executive and non-executive members. The Board of Directors in office at December 31, 2018 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 2018 was Euro 551 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 in 2018
| Board of Directors | Internal Control, Risk Management and Sustainability Committee | Remuneration & Appointments Committee | Ethics Comm. | Indep. | Age group | ||||
|---|---|---|---|---|---|---|---|---|---|
| Office1 | Members | Executive | Non-Exec. | * | * | * | 30-50 | >50 | |
| Chairman2 | Modiano Pietro | X | X | ||||||
| Vice Chairman | Brunini Armando | X | X | X | X | ||||
| Director3 | 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 | ||||
| Director4 | Zucchelli Susanna | X | X | X | X | ||||
* Membership of the Board member on the Committee.
1 On December 19, 2018 the Chairman Mr. Pietro Modiano resigned.
2 The SEA Board of Directors appointed Armando Brunini as Chief Executive Officer on January 8, 2019 and then also appointed him General Manager on January 16, 2019; January 8, 2019, Armando Brunini announced his resignation from the position of Vice Chairperson and of member of the Control, Risks and Sustainability Committee.
3 Following Chairman Pietro Modiano’s resignation, on December 20, 2018, the Board of Directors of SEA SpA appointed Michaela Castelli as the company’s Chairperson. On the same date, Michaela Castelli resigned from the Supervisory Board. On January 8, 2019, she resigned from the office of Chairperson of the Control, Risks and Sustainability Committee, staying on as Committee member.
4 On January 8, 2019, the Board of Directors appointed Susanna Zucchelli as Chairperson of the Control, Risks and Sustainability Committee, following Michaela Castelli’s resignation from the role.
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, Risks and Sustainability 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.