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. Frank Esser, assisted by two Vice-Chairpersons Mrs. Tsega Gebreyes and Mrs. Anne-Catherine Ries. The SES Board has 11 members, all of which are non-executive directors.

The current members of the Board of Directors are:

Frank Esser

Chairman of the Board


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Tsega Gebreyes

Vice-Chairperson of the Board


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Anne-Catherine Ries

Vice-Chairperson of the Board
Chairperson of the Nomination Committee


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Serge Allegrezza


Peter van Bommel


Béatrice de Clermont-Tonnerre


Paul Konsbruck


Ramu Potarazu


Kaj-Erik Relander


Françoise Thoma


Chairperson of the Remuneration Committee


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Katrin Wehr-Seiter

Katrin Wehr-Seiter


Chairperson of the Audit and Risk Committee


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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, Tsega Gebreyes and Katrin Wehr-Seiter 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 2021:
 

Serge Allegrezza


Katrin Wehr-Seiter

Katrin Wehr-Seiter


Chairperson of the Audit and Risk Committee


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The mandates of the following directors expire in 2022:

Peter van Bommel


Béatrice de Clermont-Tonnerre


Tsega Gebreyes

Vice-Chairperson of the Board


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Françoise Thoma


Chairperson of the Remuneration Committee


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The mandates of the following directors expire in 2023:

Frank Esser

Chairman of the Board


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Paul Konsbruck


Ramu Potarazu


Kaj-Erik Relander


Anne-Catherine Ries

Vice-Chairperson of the Board
Chairperson of the Nomination Committee


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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:

Françoise Thoma


Chairperson of the Remuneration Committee


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Serge Allegrezza


Peter van Bommel


Frank Esser

Chairman of the Board


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Ramu Potarazu


Katrin Wehr-Seiter

Katrin Wehr-Seiter


Chairperson of the Audit and Risk Committee


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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 five members:

Katrin Wehr-Seiter

Katrin Wehr-Seiter


Chairperson of the Audit and Risk Committee


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Serge Allegrezza


Peter van Bommel


Kaj-Erik Relander


Françoise Thoma


Chairperson of the Remuneration Committee


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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

Vice-Chairperson of the Board
Chairperson of the Nomination Committee


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Béatrice de Clermont-Tonnerre


Frank Esser

Chairman of the Board


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Tsega Gebreyes

Vice-Chairperson of the Board


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Paul Konsbruck


Kaj-Erik Relander