Page 67 - Sustainability Report 2019

RATTI GROUP | Sustainability report 2019
The administration and control model of Ratti SpA
SHAREHOLDERS’ MEETING
HEAD OF INTERNAL AUDIT
BOARD OF DIRECTORS
BOARD OF STATUS
EXECUTIVE COMMITTEE
REMUNERATION COMMITTEE
RISKS CONTROL COMMITTEE
ETHICS COMMITTEE
SUPERVISORY BODY
EXTERNAL AUDITING COMPANY
MANAGER RESPONSIBLE FOR PREPARING ACCOUNTING STATEMENTS
and President), Claudio D’Ambrosio (Treasurer) and Liberio Romano (Secretary), who exercise management powers. The mandate expires on an annual basis.
The Board of Directors of Ratti SpA
Appointed by the Shareholders’ Meeting, the Board of Directors (BoD) is the corporate body responsible for managing the company. It consists of the Chairman, the Deputy Chairman, the CEO and six directors, of whom two are independent.
General duties relating to management powers are attributed to the BoD, leaving responsibility 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 office or are replaced according to the law, and may be re-appointed.
The Board of Directors appointed an Executive Committee consisting of three members elected by the Board of Directors, including the office of Chairman of the Board of Directors and the CEO of the Company, plus a third member to be appointed by the Board. It may be convened either by the Chairman of the Board of Directors or by a member of the BoD or the Board of Statutory Auditors.
It is this 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.
Governance for sustainability issues (Legislative Decree 254/2016)
With regard to sustainability issues, the strategy and coordination of activities are within the remit of the Parent company Ratti SpA. In particular, the BoD of Ratti SpA defines the Group’s strategic choices in accordance with the contents of Legislative Decree 254/2016,
based on knowledge of the processes in other Group companies and the integrated system for managing risks (see the paragraph “The management of sustainability risks”), with the aim of providing a line of conduct to follow in the operating activities of the Group.
From March 2018, the Sustainability Committee set up in Ratti SpA, which meets regularly to develop plans and proposals for the Group, has assumed the designation, the characteristics and the functions of “Working Group for sustainability”. The Group, coordinated by Ratti SpA’s Innovation Manager, reports to the CEO of the Company and has the task of planning and putting into practice actions relating to social and environmental sustainability.
COMPOSITION OF THE BOARD OF DIRECTORS AT 31-12-2019 THE BOD WAS COMPOSED OF:
Donatella Ratti
Antonio Favrin
Sergio Tamborini
Andrea Paolo Donà dalle Rose Federica Favrin
Sergio Meacci
Carlo Cesare Lazzati Davide Favrin Giovanna Lazzarotto
Chairman Deputy Chairman CEO Director Director Director Director Director Director
Independent Independent
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