Governance Model
We promote the creation of long-term sustainable value and positive relationships with our stakeholders
In 2021, we adopted a one-tier (or monistic) management and control system, in line with the most widely used international governance standards. At the same time, we introduced into the Corporate Bylaws the target of long-term sustainable growth for the benefit of all stakeholders, as a key element of the commitment of the Board of Directors and the Group's management.
The administrative, management and control bodies of Sesa are organised according to a clear hierarchical structure, led by the Board of Directors, the main body responsible for climate change and sustainability issues. This structure includes operational supervisory bodies such as the Management Control Committee and several operational committees, including the Sustainability Committee, the Control, Risk and Related Parties Committee and the Appointments and Remuneration Committee.
Governance bodies, structure and responsibilities
Best practices and oversight mechanisms
Sesa's corporate governance structure is aligned with national and international best practices and complies with the principles set out in the Corporate Governance Code (formerly the Self-Regulation Code) for Listed Companies.
The number, expertise, authority and availability of non-executive directors are such as to ensure that their judgement can have a significant influence on board decisions and to ensure effective monitoring of management. Currently, the Company's Board of Directors consists of 10 Directors, of whom: 4 Executive (male), 1 Non-Executive (male) and 5 Non-Executive and Independent (4 women and 1 man).
The gender composition of the Board of Directors is currently 60% men and 40% women. Independent Directors, on the other hand, represent 50% of the total.
Our goal is to pursue sustainable success through the creation of long-term value for the benefit of all stakeholders, as also formalised in the company's bylaw. Sesa also operates within the framework of the United Nations Universal Declaration of Human Rights, the fundamental conventions of the ILO and its own Code of Ethics, which is also an integral part of the Organisational Model pursuant to Legislative Decree no. 231/2001 (231 Model).
Our administrative, management and supervisory bodies:
The body in which the company’s will is formed and expressed, then implemented by the Board of Directors. It is composed of the shareholders who meet from time to time to pass resolutions in the manner and on matters defined by the provisions of the law and the Articles of Association of the Company. Among the most important tasks of the Shareholders’ Meeting are the selection of the members of the Board of Directors and the Management Control Committee, as well as the approval of the annual financial statements;
It carries out the strategic supervision of the Group and verifies its implementation. It is chaired by Paolo Castellacci and it consists of 10 members (the number of which is determined by the Shareholders’ Meeting on the basis of the Articles of Association): 4 directors are executive and 6 are non-executive, of which 5 are independent. The Board of Directors is also responsible for the definition of the Code of Ethics, values and the preparation of this Annual Report, which outlines policies, risks and performance on financial, environmental, people-related, social, human rights and anti-corruption issues. The composition of the Board of Directors complies with the pro tempore regulations on gender balance (out of a total of ten members, the number of women is four, all independent), and the average age of the Board members is 57. As per best practice, the role of Chairman of the Board of Directors is separate from the role of Chief Executive Officer.
The person of Mr. Alessandro Fabbroni, is in charge of the corporate, operational and financial management as well as the implementation of strategic guidelines.
It monitors the compliance with legal, regulatory and statutory provisions, the compliance with the principles of proper administration, the adequacy of organisational and accounting structures, and the functionality of the overall internal control system. The Committee, which is part of the Board of Directors, is composed of three directors who meet the requirements of honourableness and professionalism laid down in the Articles of Association and the requirements of independence laid down in Article 2409 septiesdecies.
Is a proactive advisory body with the main task of making proposals to the Board of Directors for the definition of the remuneration policy for Directors and executives with strategic responsibilities. The purpose of the Committee is also to ensure the transparency and balanced composition of the Board, guaranteeing an adequate number of independent directors. The integration of the Appointment Committee’s functions with those attributed to the Remuneration Committee was decided for reasons of organisation and internal efficiency of the Board, as well as in consideration of the close correlation between the competences of the Company’s pre-existing Remuneration Committee and those attributed to the Appointment Committee pursuant to the Corporate Governance Code.
A body with advisory and consulting functions that has the task of supporting, with an adequate preliminary activity, the evaluations and decisions of the Board of Directors relating to the internal control and risk management system, as well as those relating to the preparation of periodic financial reports.