Page 78 - Sustainability report 2018 Ratti Group

CAPITOLO 6 | Governance, presidi dell’etica aziendale e gestione dei rischi
With regard to social themes, managing the health and safety of consumers is important. This aspect is linked to the quality of the product and the possible negative impact of the
use of chemical substances related to the production processes.
the prevailing regulations and the clients’ specific requests, as stipulated in the certifications obtained by Ratti SpA, such as SERI.CO and Oeko-Text®.
The same attention is requested of suppliers,
e.g. the request to comply with the REACH regulation (see Chapter 3, paragraph 3.4 “A commitment anchored in the most advanced standards”).
With regard to corruption, Ratti SpA follows Model 231/01, updated to November 2018 and integrated with the whistleblowing policy.
As required by the Model, there is also a Supervisory Body (see paragraph 6.3 “The bodies and instruments that monitor corporate ethics”). For the Group’s other companies, the main monitoring methods are the Code of Ethics,
whose purpose is to receive and manage any reports of violations, including those relating
to conduct that could violate the provisions of the Code (see the paragraphs “The Code of Ethics” and “Risk management and preventing corruption”).
6.2 The governance of Ratti SpA
Ratti SpA is a limited company that has been listed since 1989 on the screen-based market system (Mercato Telematico Azionario, MTA) organised and managed by the Italian stock exchange (Borsa Italiana). Its system of corporate governance adheres to the principles of the Code of Conduct of Borsa Italiana.
Ratti SpA is the only company in the Group in which the Committees and the Internal Audit function are centralised.
The Board of Directors
Appointed by the Shareholders’ Meeting, the Board of Directors (BoD) is the corporate body responsible for managing the company. It consists of the Chairman, the Deputy Chairman, the CEO and six directors, of whom two are independent.
General duties relating to management powers are attributed to the BoD, leaving responsibility to the shareholders’ meeting for actions such as appointing and removing directors, approving the financial statements and amending the by-laws. Directors remain in post for three years (except
in the case of shorter periods stipulated by the shareholders’ meeting at the time of appointment), cease to hold office or are replaced according to the law, and may be re-appointed.
Composition of the Board of Directors At 31 December 2018
Donatella Ratti
Antonio Favrin
Sergio Tamborini
Andrea Paolo Donà dalle Rose Federica Favrin
Sergio Meacci
Carlo Cesare Lazzati Davide Favrin Giovanna Lazzarotto
Chairman Deputy Chairman CEO Director Director Director Director Director Director
The Board of Directors, in addition to exercising management powers, carries out the following functions:
• Examines,approvesandmonitorstheGroup’s
strategic, business and financial plans;
• Definesthegovernanceandstructureofthe Group, as well as the nature and level of risk
Independent Independent
The governance of Ratti SpA
REMUNERATION COMMITTEE RISKS CONTROL COMMITTEE ETHICS COMMITTEE
SHAREHOLDERS’ MEETING
HEAD OF INTERNAL AUDIT
BOARD OF DIRECTORS
BOARD OF STATUTORY AUDITORS
MANAGER RESPONSIBLE FOR DRAWING UP
THE FINANCIAL STATEMENTS
SUPERVISORY BODY
AUDITING COMPANY
76