Page 69 - Sustainability Report 2019
P. 69

 RATTI GROUP | Sustainability report 2019
 The Group’s ethical principles
The 9 principles of the Code of Ethics which underpin the governance and the management of the Group’s activities:
• Legality, loyalty and probity
• Respect for the individual and development of our
personnel
• Safeguarding health and safety and the
environment
• Social Accountability
• Safeguarding the trademarks, patents and original
works
• Prevention of conflict of interests
• Integrity and the fight against corruption
• Transparency and anti-money laundering
• Freedom and duty to report violations
The Code of Ethics may be consulted by accessing
the Procedures area of the Company’s intranet or the website www.ratti.it in the section:"Investitori / corporate governance / procedure e codici" (Investors / corporate governance / procedures and codes).
   administration and control, internal audit, the technical office, the internal laboratory, the prevention and protection service, human resources and management systems). The Group uses specialised external consultants to meet its needs.
Where the internal functions mentioned are not present the subsidiaries Textrom, Creomoda and La Maison des Accessoires assist the equivalent offices in Ratti SpA by means of consultancy services managed either remotely or in person.
The Code of Ethics
The Group’s Code OF Ethics, updated in 2018, summarises all elements on which the company’s identity and culture is based, and to which all subjects must adhere who act in the name of or on behalf of
the Group and, in various ways and at various levels, maintain relationships with the various companies. The main recipients, who are explicitly referred to, are: the Directors, the Statutory Auditors, all the employees of all the companies in the Ratti Group, all freelance workers, all external collaborators (consultants, trading partners, agents) and suppliers.
The Code stipulates the rules of conduct that recipients must follow when conducting corporate business and activities, and when managing people and information. In order to manage any reports of violations of the Group’s Code of Ethics a procedure has been defined that is valid for all the Group’s companies. This identifies the operating modality and the rules to follow.
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. It
evaluates the consistency and application of the policy for remuneration of directors and executives with strategic responsibility, formulating proposals or expressing opinions on the matter.
The Ethics Committee
In order to reinforce the role of the Code of Ethics, Ratti has a Group Ethics Committee, which guarantees the consistent application of the Group’s ethical principles, examines and deals with any reported violations of the Code of Ethics, or requests for clarification.
The appointment of the members of the Ethics Committee depends on the satisfaction of the individual requirements of honesty, integrity, respectability and independence, as well as the absence of any reason for incompatibility with the appointment in question, such as, for example, a potential conflict of interests with the role and the duties associated with the position.
The Board of Statutory Auditors
The Board of Statutory Auditors is the internal body that monitors the application of all corporate governance principles and ensures compliance with regulation
and legislation. It also ensures compliance with the principles of the by-laws and guarantees that the
 Monitoring the governance of the Ratti Group
The Risks Control Committee monitors the observance and periodic updating of the Corporate Governance rules. In particular, it assists the BoD in carrying out the duties the Code assigns to it
in matters of internal control and risk management.
The Group’s Ethics Committee provides the Board of Directors with information relating to notifications or opinions
Together with the manager responsible for drawing up the corporate financial statements and the auditors checks that the accounting principles are used correctly and consistently when the consolidated financial statements are prepared
requested at least twice a year, and on an occasional basis to the other supervisory bodies where applicable. The Board of Statutory Auditors, in the event of any complaints regarding the balance sheet, the accounting, the internal controls and the financial audit, may request further clarification from the Group’s Ethics Committee.
Reports to the BoD on the adequacy of the Internal Control and Risk Management System
Examines the work plan and the reports periodically produced by the head of the Audit function
Guarantees that
the Group’s ethical principles are consistent, examines and deals with any reports of violations
 BOARD OF DIRECTORS Appoints and removes members of the Committees
      BOARD OF STATUTORY AUDITORS
RISKS CONTROL COMMITTEE
  HEAD OF INTERNAL AUDIT
  ETHICS COMMITTEE
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