2.3

SEA holds controlling shareholdings in the companies listed below, upon which direction and coordination is exercised in accordance with Article 2497 and subsequent of the Civil Code:

Organisation and management model as per Legislative Decree 231/01

This was approved by the Board of Directors of SEA on 18/12/2003 following the issue of Legislative Decree 231/01 enacting the “Regulation of the 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 SEA Corporate Governance structure is based on a traditional model and is comprised of the following bodies:

• The Shareholders’ meeting; 
• The Board of directors, comprising 7 executive and non-executive directors (therefore not granted operating duties and/or directional duties within SEA).

The Board of directors of SEA therefore comprises the:

The Corporate Governance structure is voluntarily based (as SEA is not a listed company) on the recommendations and principles of the “Self- Governance Code for listed companies” of Borsa Italiana.