Page 75 - Ratti Group - Sustainability report

chael Marchese (Director and Vice President), Paul Gugg (Director and President) Liber- io Romano (Secretary) and Claudio D’Ambrosio (Treasurer), who exercise management powers. The mandate expires on an annual basis.
The Board of Directors
Appointed by the Shareholders’ Meeting, the Board of Directors (typically abbreviated to B.o.D.) is the corporate body responsible for managing the company. It consists of the Chair- man, the Deputy Chairman, the CEO and six directors, of whom two are independent.
General duties relating to management powers are attributed to the B.o.D., leaving respon- sibility 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 o ce or are replaced in compliance with the law, and may be re-appointed.
RATTI GROUP | SUSTAINABILITY REPORT 2017
COMPOSITION OF THE BOARD OF DIRECTORS
At 31 December 2017 the B.o.D. was composed of:
DONATELLA RATTI
ANTONIO FAVRIN
SERGIO TAMBORINI
ANDREA PAOLO DONÀ DELLE ROSE FEDERICA FAVRIN
SERGIO MEACCI
CARLO CESARE LAZZATI DAVIDE FAVRIN GIOVANNA LAZZAROTTO
CHAIRMAN DEPUTY CHAIRMAN CEO DIRECTOR DIRECTOR DIRECTOR DIRECTOR DIRECTOR DIRECTOR
INDEPENDENT INDEPENDENT
The Board of Directors, in addition to exercising its powers and fulfilling its duties in accordance with the provisions of the Italian Civil Code, carries out, exclusively and in compliance with the law and the regulations in force and/or in the interests of corporate best practice, the role of:
Examining and approving the strategic, industrial and financial plans of the Company and the Group, periodically monitoring their implementation;
Defining ithe Company’s system of corporate governance and the organisational struc- ture of the Group; defining the nature and level of risk compatible with the strategic objectives of the Company, including its evaluation of all risks that could be significant in relation to the sustainability of the company’s medium-to-long-term activities;
Evaluating the suitability of Ratti S.p.A.’s organisational, administrative and accounting structure as well as that of the subsidiaries, also with reference to the Internal Control and Risk Management System.
The B.o.D. has assigned the ordinary running of the company to the management. Accord- ing to the delegation model adopted by the Company, the Chairman and the Deputy Chair- man 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
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