Page 76 - Ratti Group - Sustainability report

CH. 6 | GOVERNANCE AND PROCEDURES
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:
Convening meetings of the Board of Directors and the Executive Committee;
Coordinating the activities of the Board of Directors and the Executive Committee;
Ensuring that resolutions passed by the Board of Directors and the Executive Committee
are implemented;
Coordinating, together with the Deputy Chairman, communication activities of an institu-
tional and financial nature for both the Company and the Group.
The CEO Sergio Tamborini has been assigned all executive functions. In particular, in addition to the legislative provisions and those of the by-laws, he has been awarded other powers (subject to certain limitations by value), relating to the monitoring and development of vari- ous areas of the Company including, by way of example, the legal and representative, finan- cial and operational areas.
Governance instruments
SUPERVISORY BOARD REGULATIONS
PROCEDURE FOR RELATED PARTIES TRANSACTIONS
INTERNAL DEALING CODE
SHAREHOLDERS’ MEETING REGULATIONS
ORGANISATIONAL MODEL 231
CODE OF CONDUCT
BY-LAWS
74
The Board of Directors has formed a Risks Control Committee and a Directors’ Remunera- tion Committee from among its members and has also appointed an Executive Committee.
The Executive Committee
The Executive Committee consists of three members elected by the Board of Directors, in- cluding the Chairman of the Board of Directors, the CEO of the Company and a third member appointed by the Board.
Meetings of the Executive Committee may be convened by the Chairman of the Board of Di- rectors, a member of the B.o.D. or the Board of Statutory Auditors.
The Executive Committee is assigned all the powers conferred on the Board of Directors, with the exception of those set out in the fourth paragraph of article 2381 of the Italian Civil Code. It is the Committee’s duty to supervise management performance and to decide on all matters and/or business of significant importance to the Company or the Group, according to the criteria laid down by corporate governance