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. Romain Bausch, assisted by two Vice Chairmen, Messrs. François Tesch and Jean-Paul Zens. The SES Board has 17 members, all of which are non-executive directors.

The current members of the Board of Directors are:

Romain Bausch

Chairman of the Board


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François Tesch

Vice Chairman of the Board


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Jean-Paul Zens

Jean-Paul Zens

Vice Chairman of the Board


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Serge Allegrezza


Marc Beuls


Marcus Bicknell


Victor Casier


Hadelin de Liedekerke Beaufort


Tsega Gebreyes


Conny Kullman


Ramu Potarazu


Kaj-Erik Relander


Anne-Catherine Ries


Jean-Paul Senninger


Françoise Thoma


Marc Speeckaert


Katrin Wehr-Seiter

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 a director for more than twelve years
(ii) not having been an employee or officer of the company over the previous five years
(iii) not having had a material business relationship with the company over the last three years
(iv) 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 Tsega Gebreyes and Katrin Wehr-Seiter and Messrs Marc Beuls, Victor Casier, Conny Kullman, 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 2018:

Serge Allegrezza


Hadelin de Liedekerke Beaufort


Conny Kullman


Jean-Paul Senninger


Marc Speeckaert


Katrin Wehr-Seiter

The mandates of the following directors expire in 2019:

Romain Bausch

Chairman of the Board


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Victor Casier


Françoise Thoma


Tsega Gebreyes


François Tesch

Vice Chairman of the Board


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The mandates of the following directors expire in 2020:

Marc Beuls


Marcus Bicknell


Ramu Potarazu


Kaj-Erik Relander


Anne-Catherine Ries


Jean-Paul Zens

Jean-Paul Zens

Vice Chairman of the Board


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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:

Conny Kullman


Romain Bausch

Chairman of the Board


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Marcus Bicknell


Hadelin de Liedekerke Beaufort


Françoise Thoma


Jean-Paul Zens

Jean-Paul Zens

Vice Chairman of the Board


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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 six members:

Serge Allegrezza


Marc Beuls


Victor Casier


Kaj-Erik Relander


Françoise Thoma


Katrin Wehr-Seiter

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 composed of six members:

Jean-Paul Zens

Jean-Paul Zens

Vice Chairman of the Board


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Romain Bausch

Chairman of the Board


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Tsega Gebreyes


Conny Kullman


Anne-Catherine Ries


François Tesch

Vice Chairman of the Board


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