Since 2001, we have voluntarily adhered to the principles and recommendations of the Corporate Governance Code issued by Borsa Italiana S.p.A. for listed companies. We are committed to the best possible implementation of SEA’s mission.
Our cornerstones
We base our work on the principles of ethics and transparency with the goal of establishing an efficient corporate governance system aimed at creating long-term value for shareholders, and all those who are important to the Group’s sustainable success.
Governance System
Our governance system is based on the traditional organisational model, consisting of the Shareholders’ Meeting, the Board of Directors and the Board of Statutory Auditors; the legal auditing of the accounts is entrusted to an external company. The appointment of the members of our corporate bodies is guided by the criteria of independence, gender balance and efficiency.
Composition of our corporate bodies
Shareholders' meeting
The Shareholders’ Meeting is the body that represents all shareholders and expresses, through its resolutions, the will of the company.
Board of statutory auditors
SEA’s Board of Statutory Auditors performs the duties assigned to it by law and, in particular, monitors compliance with the law and the Articles of Association, compliance with the principles of correct administration and the adequacy of the Company’s organisational structure for the aspects falling within its purview, of the SCIGR and the administrative accounting system, as well as the reliability of the latter in correctly representing management events; it also monitors the auditing firm’s independence, verifying both compliance with the relevant regulatory provisions and the nature and extent of services other than the statutory audit of the accounts provided to the Company and its subsidiaries by the appointed auditing firm.
Indipendent auditors
SEA entrusted the statutory audit of its annual and consolidated financial statements to the auditing firm Deloitte & Touche S.p.A. until the approval of the financial statements as at 31 December 2022.
Board of directors
The Board of Directors plays a central role within the company organisation and has the functions and responsibilities of the Company’s strategic and organisational guidance.
Chairman
The Chairman of the Board of Directors performs all the functions provided for by law and the Articles of Association.
Ethics committee
The Ethics Committee is responsible for ensuring the dissemination, compliance, proper interpretation, updating and monitoring of the implementation of the Code of Ethics.
Remuneration and appointments committee
The Remuneration and Appointments Committee is given an advisory and proposal-making role with respect to the Board of Directors regarding the remuneration policy of the Company’s directors and executives with strategic responsibilities in the company, as well as the appointment of directors of Group companies, regarding co-opting independent directors where necessary, and preparing the succession plan for executive directors.
Control, risk and sustainability committee
The Control, Risk and Sustainability Committee supports and assists the Board of Directors in evaluations and decisions related to the internal control and risk management system, in decisions related to the approval of periodic financial reports and decisions related to sustainability issues.
Supervisory board
The Supervisory Board is responsible for overseeing the effectiveness, adequacy and maintenance of SEA’s Organisation and Management Model.
The Shareholders’ Meeting is the body that represents all shareholders and expresses, through its resolutions, the will of the company.
SEA’s Board of Statutory Auditors performs the duties assigned to it by law and, in particular, monitors compliance with the law and the Articles of Association, compliance with the principles of correct administration and the adequacy of the Company’s organisational structure for the aspects falling within its purview, of the SCIGR and the administrative accounting system, as well as the reliability of the latter in correctly representing management events; it also monitors the auditing firm’s independence, verifying both compliance with the relevant regulatory provisions and the nature and extent of services other than the statutory audit of the accounts provided to the Company and its subsidiaries by the appointed auditing firm.
SEA entrusted the statutory audit of its annual and consolidated financial statements to the auditing firm Deloitte & Touche S.p.A. until the approval of the financial statements as at 31 December 2022.
The Board of Directors plays a central role within the company organisation and has the functions and responsibilities of the Company’s strategic and organisational guidance.
The Chairman of the Board of Directors performs all the functions provided for by law and the Articles of Association.
The Ethics Committee is responsible for ensuring the dissemination, compliance, proper interpretation, updating and monitoring of the implementation of the Code of Ethics.
The Remuneration and Appointments Committee is given an advisory and proposal-making role with respect to the Board of Directors regarding the remuneration policy of the Company’s directors and executives with strategic responsibilities in the company, as well as the appointment of directors of Group companies, regarding co-opting independent directors where necessary, and preparing the succession plan for executive directors.
The Control, Risk and Sustainability Committee supports and assists the Board of Directors in evaluations and decisions related to the internal control and risk management system, in decisions related to the approval of periodic financial reports and decisions related to sustainability issues.
The Supervisory Board is responsible for overseeing the effectiveness, adequacy and maintenance of SEA’s Organisation and Management Model.
