Page 80 - Sustainability report 2018 Ratti Group

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CHAPTER 6 | Governance and monitoring corporate ethics and risk management
the assessments and decisions of the Board of Directors relating to managing risks resulting from detrimental facts that come to the Board of Directors’ attention
• Expressesreasonednon-bindingopinionson the interests of the Company when it executes transactions with related parties,
on the expediency and substantive probity of the related conditions and, periodically, on the effectiveness of the procedure governing related party transactions adopted by the Company;
• May perform further duties assigned to it by the Board of Directors.
Composition of the Risks Control Committee At 31 December 2018
6.3 The bodies and the instruments that monitor corporate ethics
The Ratti Group guarantees that it complies with applicable legislation with regard to its operations, primarily through the activities and checks carried out by accredited internal offices (e.g. legal, financial administration and control, internal audit, the technical office, the internal laboratory, the prevention and protection service, human resources and management systems) and, should this not be sufficient, with the help of external consultants.
The supervisory bodies for laws and regulations relating to financial and social matters are, in particular:
• Board of Statutory Auditors;
• SupervisoryBody;
• RisksControlCommittee; • EthicsCommittee.
In turn, the supervisory bodies have access to a number of instruments and policies that ensure compliance with the Principles as well as the proper conduct of the Group and compliance with the principles deriving from the following documents: first and foremost Model 231, the Code of Ethics, the Suppliers’ Code, the “Company Policy”,
the “Social Accountability Policy” of Ratti SpA
and the “Social Accountability Policy” of Creomoda and Textrom.
The Board of Statutory Auditors
The Board of Statutory Auditors is the internal body that monitors the application of all corporate governance principles and ensures compliance with regulation and legislation. It also ensures compliance with the principles of the by-laws
and guarantees that the principles of proper administration are adhered to, with a specific focus on the functioning of the organisational, administrative and accounting structure.
Composition of the Board of Statutory Auditors at 31 December 2018
Sergio Meacci (Independent Director) Federica Favrin
Carlo Lazzati (Independent Director)
The Remuneration Committee
Chairman Member Member
The Directors’ Remuneration Committee,
in accordance with the Code of Conduct, consists of non-executive directors, the majority
of whom are independent.
Directors do not take part in Remuneration Committee meetings in which proposals are put forward relating to their own remuneration.
The Remuneration Committee has been assigned the duty of:
• Periodicallyassessingthesuitability,overall
consistency and actual application of the policy on the remuneration of directors and managers with strategic responsibilities;
• FormulatingrecommendationsfortheBoardof Directors on the matter;
• Presenting proposals or expressing opinions to the Board of Directors on the remuneration of executive directors and of other directors who cover any special roles, as well as setting performance objectives relating to the variable component of that remuneration, monitoring the application of the decisions taken by
the Board, and verifying, in particular, that performance objectives have been reached.
Composition of the Remuneration Committee at 31 December 2018
Giovanni Rizzi
Marco Della Putta Antonella Alfonsi Stefano Rudelli Alessandra Antonia Biagi
Chairman Standing auditor Standing auditor Alternate auditor Alternate auditor
Carlo Lazzati (Independent Director) Sergio Meacci (Independent Director) Andrea Donà dalle Rose
Chairman Member Member