Page 76 - Sustainability report 2018 Ratti Group

CHAPTER 6 | Governance and monitoring corporate ethics and risk management
Governance and monitoring
corporate ethics and risk management
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6.1 The governance structure of the Group
The Ratti Group has a governance structure and support tools to guarantee the ethical and transparent governance of its activities.
In 2018 in this area some major innovations were introduced that apply to the whole Group, such as updating the Code of Ethics, the establishment of a Group Ethics Committee and the adoption of a Suppliers’ Code. In 2018 the specific Organisation, Management and Control Model (MOG 231) for Ratti SpA was updated by the introduction of a new policy relating to whistleblowing.
The Parent company Ratti SpA is organised according to the traditional model of administration and control, in compliance with Article 2380-bis et seq. of the Italian Civil Code: Shareholders’ Meeting, Board of Directors and Board of Statutory Auditors.
The company also has a Supervisory Body. The reporting activities are audited by an independent third-party company.
Ratti SpA carries out strategy, coordination and control activities in accordance with Article 2497 of the Italian Civil Code; for that reason all the Company’s operations of particular strategic and financial significance are subject to the collective examination and the exclusive approval of the Company’s Board of Directors.
The members of the BoD of Ratti SpA, as well as some executives who cover strategic roles, are involved in the administration of other companies in the Group, ensuring the appropriate participation of the associates in the Group’s governance decisions.
In particular:
- RattiInternationalTrading(Shanghai)Co.
Ltd and Textrom Srl have Donatella Ratti
as sole director, who exercises all powers of administration. The sole director’s mandate does not have a pre-defined expiry date.
- CreomodaSarlhasthefollowingdirectors: Thierry Cusinato and Ali Ghedamsi, who exercise all management powers. The directors’ mandates do not have a pre-defined expiry date.
- ThegovernancestructureofRattiUSAInc. consists of Sergio Tamborini (Director), Michael Marchese (Director and Vice President), Paul Guggi (Director and President) Liberio Romano (Secretary) and Claudio D’Ambrosio (Treasurer), who exercise management powers. The mandate expires on an annual basis.
Governance for sustainability issues (Legislative Decree 254/2016)
With regard to sustainability issues, the strategy and coordination of activities are within the remit of the Parent company Ratti SpA. In particular, the BoD of Ratti SpA defines the Group’s strategic choices in accordance with the contents of Legislative Decree 254/2016, based on knowledge