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Chapter 6
           Governance and monitoring of corporate ethics and risk management                              77

















            of the Chairman, the Deputy Chairman, the CEO
            and six directors, of whom two are independent.  Composition of the Board of Directors


            General duties relating to management powers   Al 31.12.2020 il CdA risulta così composto:
            are attributed to the BoD, leaving responsibility   Donatella Ratti      Chairman
            to the shareholders’ meeting for actions such as   Antonio Favrin      Deputy Chairman
            appointing and removing directors, approving the   Sergio Tamborini      CEO
            financial statements and amending the by-laws.   Andrea Paolo Donà dalle Rose  Director
            Directors remain in post for three years (except   Federica Favrin      Director
            in the case of shorter periods stipulated by the   Sergio Meacci      Independent Director
            shareholders’ meeting at the time of appointment).   Carlo Cesare Lazzati    Independent Director
            They cease to hold office or are replaced   Davide Favrin      Director
                                                        Giovanna Lazzarotto    Director
            according to the law, and may be re-appointed.
                                                          Table 3 – Composition of the BoD of Ratti SpA al
            The Board of Directors appointed an Executive            31.12.2020
            Committee consisting of three members elected
            by the Board of Directors, including the office
            of Chairman of the Board of Directors and the   the Board of Directors or by a member of the
            CEO of the Company, plus a third member to be   BoD or the Board of Statutory Auditors. It is this
            appointed by the BoD.                    Committee’s duty to supervise management
            It may be convened either by the Chairman of   performance and to decide on all matters and/or



                                 The administration and control model of Ratti SpA


                                                       SHAREHOLDERS’ MEETING


                       HEAD OF INTERNAL AUDIT            BOARD OF DIRECTORS      BOARD OF STATUTORY AUDITORS

                                                        EXECUTIVE COMMITTEE

                                                       REMUNERATION COMMITTEE

                                                       RISKS CONTROL COMMITTEE

                                                         ETHICS COMMITTEE


                    MANAGER RESPONSIBLE FOR DRAWING UP   SUPERVISORY BODY            AUDITING COMPANY
                        THE FINANCIAL STATEMENTS

                                        Figure 8 – The administration and control model of Ratti SpA
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