Board of Directors
Mission
The Board of Directors is responsible for defining the company’s strategic objectives and its corporate plan. The board is responsible, vis-à-vis shareholders and third parties, for the management of the company.
Composition
The Board of Directors is chaired by Mr René Steichen, assisted by two Vice Chairmen, Messrs François Tesch and Jean-Paul Zens. The SES board has 18 members, all of whom are non-executive directors.
The current members of the Board of Directors are:
- René Steichen, Chairman of the Board
- François Tesch, Vice Chairman of the Board
- Jean-Paul Zens, Vice Chairman of the Board
- Serge Allegrezza
- Marc Beuls (independent)
- Marcus Bicknell (independent)
- Bridget Cosgrave (independent)
- Hadelin de Liedekerke Beaufort
- Jacques Espinasse (independent)
- Jean-Claude Finck
- Conny Kullman (independent)
- Prof.Dr. Miriam Meckel (independent)
- Gaston Reinesch
- Victor Rod
- Robert W. Ross (independent)
- Karim Michel Sabbagh (independent)
- Terry Seddon (independent)
- Marc Speeckaert (independent)
Independent members of the board
At least one third of the members of the board must be independent, i.e. not have a relationship of any kind with the company or management which might impact their judgment.
Staggered membership terms
Six directors are elected for a three-year term, six for a two-year term and six for a one-year term. The mandates of the following directors expire in 2015:
- Serge Allegrezza
- Hadelin de Liedekerke Beaufort
- Conny Kullman
- Prof.Dr. Miriam Meckel
- Victor Rod
- Marc Speeckaert
The mandates of the following directors expire in 2014:
The mandates of the following directors expire in 2013:
Board committees
The Remuneration Committee
The Remuneration Committee determines the remuneration of the members of the Executive Committee, and advises on the overall remuneration policies applied throughout the company. It reports to the board on a regular basis.
The Remuneration Committee is chaired by René Steichen, Chairman of the Board of Directors. It is composed of six members:
- René Steichen
- Marcus Bicknell (independent)
- Hadelin de Liedekerke Beaufort
- Jacques Espinasse (independent)
- Gaston Reinesch
- Terry Seddon (independent)
The Remuneration Committee held four meetings in 2011 with an attendance rate of 100%.
The Audit and Risk Committee
The Audit and Risk Committee assists the board in carrying out its responsibilities in relation to corporate policies, internal control, risk monitoring, and financial and regulatory reporting practices. The committee has an oversight function and provides a link between the internal and external auditors and the board. The Audit and Risk Committee is chaired by Marc Speeckaert. It is composed of six members:
- Marc Beuls (independent)
- Jacques Espinasse (independent)
- Jean-Claude Finck
- Gaston Reinesch
- Karim Michel Sabbagh (independent)
- Marc Speeckaert (independent)
In 2011, the Audit and Risk Committee held four meetings with a members’ attendance rate of more than 94%.
The Nomination Committee
The role of the Nomination Committee is to propose candidates to be submitted for election as directors by the annual general meeting of shareholders. Such proposals are based on submissions from shareholders for a number of candidates at least equal to the number of posts to be filled for each class of shareholders. 12 board members are elected based on proposals from holders of class A shares, and six board members are elected based on proposals from holders of class B shares. The Nomination Committee also proposes candidates for Executive Committee membership for election by the board. The Nomination Committee is chaired by René Steichen, Chairman of the Board of Directors. It is composed of six members:
- Marcus Bicknell (independent)
- Terry Seddon (independent)
- Marc Speeckaert (independent)
- René Steichen
- François Tesch
- Jean-Paul Zens
In 2011, the Nomination Committee met four times with an attendance rate of 100%.
