Page 66 - Sustainability Report 2019

The Ratti Group has adopted a
governance structure and specific support tools
to guarantee the ethical and transparent governance of its activities.
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CHAPTER 6 | Governance and monitoring of corporate ethics and risk management
6.1 The governance structure of the Group
The Parent company Ratti SpA is a limited company that has been listed since 1989 on the Italian stock market (Mercato Telematico Azionario, MTA). It has a system of corporate governance which complies with the Code of Conduct of the Italian stockmarket and is organised in accordance with the traditional model of administration and control which requires a Shareholders’ Meeting, a Board of Directors and a Board of Statutory Auditors.
The company has a Supervisory Body and centralises the Internal Auditing function. The reporting activities are audited by an independent third-party company.
Ratti SpA carries out strategy, coordination and control activities in accordance with Article 2497 of the Italian Civil Code; for that reason all the Company’s operations of particular strategic and financial significance are subject to the collective examination and the exclusive approval of the Company’s Board of Directors.
The members of the BoD of Ratti SpA, as well as some executives who cover strategic roles, are involved in
The Ratti Group has adopted a governance structure and specific support tools to guarantee the ethical and transparent governance of its activities.
The Group has a Code of Ethics, which was updated in 2018, a Group’s Ethics Committee and a Suppliers’ Code. The specific Organisation, Management and Control Model (MOG 231) for Ratti SpA was updated in 2018 with the policy relating to Whistleblowing, which protects
the administration of other companies in the Group, ensuring the appropriate participation of the associates in governance decisions.
In particular:
• Ratti International Trading (Shanghai) Co. Ltd has Alice Canella as sole director, who exercises all powers of administration. The sole director’s mandate does not have a pre-defined expiry date;
• Textrom Srl has Donatella Ratti as sole director, who exercises all powers of administration. The sole director’s mandate does not have a pre-defined expiry date;
• Creomoda Sarl and La Maison des Accessoires Sarl both have Thierry Cusinato and Ali Ghedamsi as directors, while for La Maison des Accessoires Sarl Béchir Tlili is also expected to take part. These directors will exercise all management powers, while the three-year mandate will expire in 2021 for Creomoda and in 2022 for La Maison des Accessoires;
• The governance structure of Ratti USA Inc. consists of Sergio Tamborini (Director), Michael Marchese (Director and Vice President), Paul Guggi (Director
employees who report offences or irregularities in the working environment.
The Suppliers’ Code represents an expression of the principles of probity, honesty and transparency, in compliance with the standards in force at national and international level, with regard to working conditions, environmental protection, business management, intellectual property and privacy.