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Ratti Group
                               Sustainability report 2020










                                   Monitoring the governance of the Ratti




                                                     BOARD OF DIRECTORS
                                              Appoints and removes members of the Committees

                                                                                   Together with the manager
                                                                                   responsible for drawing up the
                 BOARD OF STATUTORY AUDITORS       RISKS CONTROL COMMITTEE         corporate financial statements
                 Together with the manager responsible                             and the auditors checks that
                                                                                   the accounting principles are
                 for drawing up the corporate financial                            used correctly and consistently
                 statements and the auditors checks                                when the consolidated financial
                 that the accounting principles are                                statements are prepared
                 used correctly and consistently when   HEAD OF INTERNAL AUDIT
                 the consolidated financial statements
                 are prepared
                                                      ETHICS COMMITTEE            Guarantees that the Group’s
                                                                                  ethical principles are
                                                                                  consistent, examines
                                                                                  and deals with any reports
                                                                                  of violations
                                             Figure 9 – Monitoring the governance of the Ratti Group

                  The Risks Control Committee monitors the observance and   and on an occasional basis to the other supervisory bodies where
                  periodic updating of the Corporate Governance rules.  applicable.
                   In particular, it assists the BoD in carrying out the duties the Code   The Board of Statutory Auditors, in the event of any complaints
                  assigns to it in matters of internal control and risk management.  regarding the balance sheet, the accounting, the internal controls
                  The Group’s Ethics Committee provides the BoD with information   and the financial audit, may request further clarification from the
                  relating to notifications or opinions requested at least twice a year,   Group’s Ethics Committee.



                               specialised external consultants to meet its needs.  partners (consultants, trading partners, agents) and
                               Where the internal functions mentioned are not   suppliers.
                               present the Textrom, Creomoda and La Maison   The Code stipulates the rules of conduct
                               des Accessoires subsidiaries assist the equivalent   that recipients must follow when conducting
                               offices in Ratti SpA by means of consultancy   corporate business and activities, and when
                               services managed either remotely or in person.  managing people and information.
                                                                        In order to manage any reports of violations
                                                                        of the Group’s Code of Ethics a procedure has
                               The Code of Ethics                       been defined that is valid for all the Group’s
                               The Group’s Code OF Ethics, updated in 2018,   companies.
                               summarises all elements on which the company’s   This identifies the operating modality and the
                               identity and culture is based, and to which all   rules to follow.
                               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   The Remuneration Committee
                               different companies.                     The Directors’ Remuneration Committee, in
                               The main recipients, who are explicitly referred   accordance with the Code of Conduct, consists
                               to, are: the Directors, the Statutory Auditors,   of non-executive directors, the majority of whom
                               all the employees of all the companies in the   are independent. It evaluates the consistency
                               Ratti Group, all freelance workers, all external   and application of the policy for remuneration


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