Page 79 - Sustainability report 2018 Ratti Group

2018 SUSTAINABILITY REPORT | RATTI GROUP
Monitoring the governance of the Ratti Group
BOARD
OF DIRECTORS Appoints and removes members of the Committees
BOARD OF STATUTORY AUDITORS
Together with the manager responsible for drawing up the corporate financial statements and the auditors checks that the accounting principles are used correctly and consistently when the consolidated financial statements are prepared
Reports to the BoD on the adequacy of the Internal Control and Risk Management System
Examines the work plan and the reports periodically produced by the head of the Audit function
Guarantees that the Group’s ethical principles are con- sistent, examines and deals with any reports of violations
RISK CONTROL COMMITTEE
HEAD OF INTERNAL AUDIT
ETHICS COMMITTEE
compatible with the strategic objectives of the
Group;
• Evaluatestheadequacyoftheorganisational,
administrative and accounting structure and the internal control and risk management system
in relation to the Group and the individual companies of which it consists.
The BoD has assigned the ordinary management of the company to the management.
The Chairman and the Deputy Chairman have
a coordinating role, while the CEO is responsible for the executive management of the Company and the Group. This is in line with the principle of separating the management of the business from the role of Chairman. In light of the above model it has not been considered necessary
to appoint a Lead Independent Director.
Specifically, the Board of Directors has assigned to the Chairman Donatella Ratti the duties
of supervising administrative, tax and financial activities, convening meetings of the Board
of Directors and the Executive Committee and coordinating their activities, ensuring that the resolutions passed by those bodies are implemented, and coordinating, alongside
the Deputy Chairman, communication activities of an institutional and financial character
both for the Company and the Group.
The CEO, Sergio Tamborini, has been assigned all executive functions. In particular, the CEO has been awarded other powers (subject to certain limitations by value), relating to the monitoring and development of various areas of the Company including, by way of example (non-exhaustive), the legal and representational, financial and operational areas.
The Board of Directors has formed a Risks Control Committee and a Directors’ Remuneration Committee from among its members, and has also appointed an Executive Committee. In2018aGroupEthicsCommitteewassetup.
Executive Committee
The Executive Committee consists of three members elected from Board of Directors; it may beconvenedeitherbytheChairmanoftheBoard of Directors, a member of the BoD or a member of the Board of Statutory Auditors.
It is the Committee’s duty to supervise management performance and to decide on all matters and/or businessofsignificantimportancetotheCompany or the Group, according to the criteria laid down by corporategovernance.
Executive Committee At 31 December 2018
Donatella Ratti Antonio Favrin Sergio Tamborini
Chairman Deputy Chairman CEO
The Risk Controls Committee and risk management
The Risks Control Committee is appointed by the Board of Directors and consists of two Independent Directors and one non-Independent Director who are responsible for accounting and finance.
The Risks Control Committee monitors the observance and periodic updating of the Corporate Governance rules. In particular, it assists the BoD in carrying out the duties the Code assigns to it in matters of internal control and risk management.
More specifically, the Risks Control Committee:
• Checks,togetherwiththeManagerResponsible for preparing the corporate financial and governance reporting, that the accounting standards adopted are used correctly and are uniformly applied in drafting the consolidated financial statements;
• SupportstheBoardofDirectors,alongwith
the Director Responsible and Internal Audit,
in pursuing the objective of steadily and continuously improving the internal control and risk management system (ICRMS) instituted by the Ratti Group;
• Monitorstheautonomy,adequacy,efficiencyand effectiveness of the Internal Audit department;
• Supports,throughitspreliminaryactivities,
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