Board of Directors

SES is a publicly-listed company. Our Board of Directors is responsible—vis-à-vis shareholders and third parties—for managing the corporate direction of the company.

The Board of Directors is chaired by Mr Frank Esser, and assisted by two Vice-Chairpersons, Mrs Anne-Catherine Ries and Mr Peter van Bommel. The Board has 11 members, all of whom are non-executive directors.

Frank Esser
Frank Esser
Chairman of the Board
Anne-Catherine Ries
Chairperson of the Nomination Committee Vice-Chairperson of the Board
Peter van Bommel
Peter van Bommel
Chairperson of the Audit and Risk Committee Vice-Chairperson of the Board
Jennifer_Coyle_Byrne
Dr Jennifer Byrne
Béatrice de Clermont-Tonnerre
Carlo Fassbinder
Carlo Fassbinder
Ramu Potarazu
Kaj-Erik Relander
Katrin Wehr-Seiter
Katrin Wehr-Seiter
Jacques_Thill
Jacques Thill
Francoise Thoma
Françoise Thoma
Chairperson of the Remuneration Committee

Independent Members of the Board

In accordance with internal regulations, at least one third of the Board members must be independent directors. A Board member is considered independent if he or she has no relationship of any kind with the company or management that may impact his or her judgement. This independence for these purposes is defined as:
(i) not having been an employee or officer of the company over the previous five years
(ii) not having had a material business relationship with the company over the last three years
(iii) not representing a significant shareholder holding directly or indirectly more than 5% of the voting shares

Seven of the current Board members are considered independent:

Mrs Béatrice de Clermont-Tonnerre, Katrin Wehr-Seiter and Dr Jennifer Coyle Byrne and Messrs Peter van Bommel, Frank Esser, Ramu Potarazu and Kaj-Erik Relander.

Staggered Membership Terms

Directors are elected for a three-year term.
The mandates of the following directors expire in 2023:

Frank Esser
Frank Esser
Chairman of the Board
Jacques_Thill
Jacques Thill
Ramu Potarazu
Kaj-Erik Relander
Anne-Catherine Ries
Chairperson of the Nomination Committee Vice-Chairperson of the Board

The mandates of the following directors expire in 2024:

Katrin Wehr-Seiter
Katrin Wehr-Seiter
Carlo Fassbinder
Carlo Fassbinder
Jennifer_Coyle_Byrne
Dr Jennifer Byrne

The mandates of the following directors expire in 2025:

Béatrice de Clermont-Tonnerre
Peter van Bommel
Peter van Bommel
Chairperson of the Audit and Risk Committee Vice-Chairperson of the Board
Francoise Thoma
Françoise Thoma
Chairperson of the Remuneration Committee

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 composed of six members:

Francoise Thoma
Françoise Thoma
Chairperson of the Remuneration Committee
Anne-Catherine Ries
Chairperson of the Nomination Committee Vice-Chairperson of the Board
Peter van Bommel
Peter van Bommel
Chairperson of the Audit and Risk Committee Vice-Chairperson of the Board
Frank Esser
Frank Esser
Chairman of the Board
Ramu Potarazu
Katrin Wehr-Seiter
Katrin Wehr-Seiter

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 composed of five members:

Peter van Bommel
Peter van Bommel
Chairperson of the Audit and Risk Committee Vice-Chairperson of the Board
Katrin Wehr-Seiter
Katrin Wehr-Seiter
Kaj-Erik Relander
Francoise Thoma
Françoise Thoma
Chairperson of the Remuneration Committee
Carlo Fassbinder
Carlo Fassbinder

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. Eight board members are elected based on proposals from holders of class A shares, and four 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 composed of six members:

Anne-Catherine Ries
Chairperson of the Nomination Committee Vice-Chairperson of the Board
Béatrice de Clermont-Tonnerre
Frank Esser
Frank Esser
Chairman of the Board
Jacques_Thill
Jacques Thill
Kaj-Erik Relander
Jennifer_Coyle_Byrne
Dr Jennifer Byrne