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RATTI GROUP  |  SUSTAINABILITY REPORT 2021




                                 sole director’s mandate does not have a pre-  the CEO and six directors, of whom two are
                                 defined expiry date;                   independent.

                               l  Textrom Srl has Donatella Ratti as sole   General duties relating to management powers
                                 director, who exercises all powers of   are attributed to the BoD, leaving responsibility
                                 administration. The sole director’s mandate   to the shareholders’ meeting for actions such as
                                 does not have a pre-defined expiry date;  appointing and removing directors, approving the
                                                                        financial statements and amending the by-laws.
                               l  Creomoda Sarl e La Maison des Accessoires
                                 Sarl both have Thierry Cusinato and Ali   Directors remain in post for three years
                                 Ghedamsi as directors, while for La Maison   (except in the case of shorter periods stipulated
                                 des Accessoires Sarl Béchir Tlili is also   by the shareholders’ meeting at the time of
                                 expected to take part.                 appointment), cease to hold office or are
                                  These directors will exercise all management   replaced according to the law, and may be re-
                                 powers, while the three-year mandate will   appointed.
                                 expire in 2024 for Creomoda and in 2022 for
                                 La Maison des Accessoires;             Table 2
                                                                        Composition of the Board of Directors
                                                                        at 31.12.2021
                               l  The governance structure of Ratti USA Inc.
                                 consists of: Sergio Tamborini (Director),   At 31.12.2021 the BoD was composed of:
                                 Michael Marchese (Director and Vice
                                 President), Andrea Randazzo (Director),   Donatella Ratti            Chairman
                                 Giovanna Tecchio (Treasurer) and Liberio   Antonio Favrin       Deputy Chairman
                                                                        Sergio Tamborini
                                                                                                          CEO
                                 Romano (Secretary), who exercise all   Andrea Paolo Donà dalle Rose   Director
                                 management powers.                     Federica Favrin                Director
                                  The mandate expires on an annual basis.  Sergio Meacci      Independent Director
                                                                        Carlo Cesare Lazzati   Independent Director
                               The Board of Directors of Ratti SpA      Davide Favrin                  Director
                               Appointed by the Shareholders’ Meeting, the   Giovanna Lazzarotto       Director
                               Board of Directors (BoD) is the corporate body
                               responsible for managing the company. It    The Board of Directors appointed an Executive
                               consists of the Chairman, the Deputy Chairman,   Committee consisting of three members elected



                                  Figure 8 – 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 THE     SUPERVISORY BODY              AUDITING COMPANY
                     FINANCIAL STATEMENTS




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