Corporate Governance structure

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:

  • Chairman and CEO 
  • Vice Chairman 
  • Non-Executive Directors (therefore not granted operating duties and/or directional duties within SEA).

The Board of directors has internally set-up through appropriate resolutions additional committees comprised of non-executives and independent directors, with proposing and consultative functions and has established the number of members and duties. These include:

  • The Ethics Committee, chaired by a non-executive director 
  • The Remuneration Committee 
  • The Control and Risks Committee 
  • The Board of statutory auditors comprising 5 standing members and 2 alternate members.

The person with the most extensive managerial responsibilities is the General Manager-Chief Executive Officer (CEO), a title adopted on the allocation of powers by the Board of directors to the General Manger.

The Board monitors the general operating performance, particularly in relation to conflicts of interest, paying specific attention to information received from the Chairman and the CEO and from the SEA Group Control and Risks Committee, in addition to periodically reviewing results in comparison with forecasts.

The general remuneration policy of the SEA Group is based on its position as a service company which utilises a business model focused on creating value for the shareholder, on achieving excellence in its operating performances and in maximising the service quality provided to Clients, whether Airlines or Passengers.

The Performance Management system (MBO) in place for Group Management – including members of the Executive Committee – links variable remuneration to the reaching of results measurable within a calendar year.

The performance indicators are set according to the annual approved budget and the objectives are based on the result/responsibility area of each role.

Earnings targets comprise a collective Management objective and are the basis of individual Bonuses.

In addition to the economic/financial aspects, performance is measured also on the reaching of departmental and/or individual objectives according to operating excellence indicators and client service level indicators.

 

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