Page 77 - Bilancio Sostenibilità Ratti 2020_en

Ratti Group
Sustainability report 2020

6.1 financial significance are subject to the collective

The governance structure examination and the exclusive approval of the
of the Group Company’s Board of Directors.

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

Ratti SpA carries out strategy, coordination and The Board of Directors of Ratti SpA
control activities in accordance with Article 2497 Appointed by the Shareholders’ Meeting, the
of the Italian Civil Code; for that reason all the Board of Directors (BoD) is the corporate body
Company’s operations of particular strategic and responsible for managing the company. It consists

76