Page 78 - Ratti Group - Sustainability report

CH. 6 | GOVERNANCE AND PROCEDURES
The Remuneration Committee
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:
Periodically assessing the suitability, overall consistency and actual application of the policy on the remuneration of directors and managers with strategic responsibilities, mak- ing use, for the latter purpose, of information provided by the appointed directors;
Formulating recommendations for the Board of Directors on the matter;
Presenting proposals or expressing opinions to the Board of Directors on the remunera- tion 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 particu-
lar, that performance objectives have been reached.
6.2 Monitoring corporate ethics
The Board of Statutory Auditors
The Board of Statutory Auditors is the internal body that monitors the application of all cor- porate governance principles and ensures compliance with regulation and legislation.
It also ensures compliance with the principles of the by-laws and guarantees that the princi- ples of proper administration are adhered to, with a specific focus on the functioning of the organisational, administrative and accounting structure.
COMPOSITION OF THE REMUNERATION COMMITTEE
At 31 December 2017 the Remuneration Committee was composed of:
CARLO LAZZATI (INDEPENDENT DIRECTOR) SERGIO MEACCI (INDEPENDENT DIRECTOR) ANDREA DONÀ DALLE ROSE
CHAIRMAN MEMBER MEMBER
COMPOSITION OF THE BOARD OF STATUTORY AUDITORS
At 31 December 2017 the Board of Statutory Auditors was composed of:
GIOVANNI RIZZI
MARCO DELLA PUTTA ANTONELLA ALFONSI STEFANO RUDELLI ALESSANDRA ANTONIA BIAGI
CHAIRMAN STANDING AUDITOR STANDING AUDITOR ALTERNATE AUDITOR ALTERNATE AUDITOR
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Supervisory Body
Ratti S.p.A. has also established a Supervisory Body, in accordance with the provisions of Italian Legislative Decree 231/2001. This legislation has introduced into Italian law, as is ex-