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Ratti Group | Sustainability Report 2022
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
- Creomoda Sarl has as joint directors Thierry by-laws. Directors remain in post for three years
Cusinato and Ali Ghedamsi, who exercise all (except in the case of shorter periods stipulated
powers of administration. The mandate of by the shareholders’ meeting at the time of
directors has a three-year duration; appointment), cease to hold office or are replaced
according to the law, and may be re-appointed.
- La Maison des Accessoires Sarl has as joint
directors Thierry Cusinato, Ali Ghedamsi In addition, the BoD is also responsible for
and Béchir Tlili, who exercise all powers of approving policies, strategies and objectives
administration. The mandate of directors has a relating to the sustainable development of the
three-year duration; Group and for approving the annual Sustainability
Report. Since 2022, the Group has also been
- The governance structure of Ratti USA Inc. responsible for approving the report covering
consists of: Sergio Tamborini (Director), Michael the pursuit of mutual benefit by Ratti SpA BC as a
Marchese (Director and Vice President), benefit company.
Andrea Randazzo (Director), Giovanna Tecchio
(Treasurer) and Liberio Romano (Secretary), Strategies and projects are reported to the BoD
who exercise all management powers. The by Sergio Tamborini, CEO of Ratti SpA BC and
mandate expires on an annual basis. nominated by the BoD to oversee the balancing
of the interests of shareholders with the pursuit
of mutual benefit and with the interests of all the
The Board of Directors of Ratti SpA BC stakeholders identified in the by-laws.
Appointed by the Shareholders’ Meeting, the
BoD is the corporate body responsible for At least every three years the BoD carries out
managing the company. a detailed evaluation of its functions, size and
It consists of the Chairman, the Deputy composition, and performs the same task on the
Chairman, the CEO and seven directors, of committees. In particular, the evaluation includes
whom two are independent. an assessment of the professional skills and
General duties relating to management powers gender balance of the various members.
Over time, the members of the BoD, with regard
to the specific competences of each member,
and bearing in mind Ratti SpA BC’s size and
TABLE 2 – Composition of the BoD of Ratti SpA BC at 31.12.2022 operations, have shown themselves to be
aware of the powers and obligations inherent
to the roles they have been asked to perform;
The BoD, nominated by the ordinary Shareholders’ Meeting of 28 April to have the appropriate level of professionalism
2022 for three financial years, consists of:: for the role they have been asked to cover; to
also possess wide-ranging and diverse skills
Donatella Ratti (1) Chair (knowledge of the local economy and the related
Antonio Favrin (1) Deputy chair market context, knowledge of the textile industry
Sergio Tamborini (1) CEO and its related market, skills in business finance,
Andrea Guaccero (3) Director legal expertise); and to be able to dedicate
Pierantonio Regeni (2 - 3) Independent Director sufficient time and resources to the role covered.
Federica Favrin (2) Director
Massimo Caspani (2 - 3) Independent Director
Davide Favrin Director The Board of Statutory Auditors
Giovanna Silvia Lazzarotto Director The Board of Statutory Auditors consists of
Cristina Marchesini Director three standing (and two alternative) members
nominated by the Shareholders’ Meeting; it is
the body that monitors the application of all
(1) Member Executive Committee corporate governance principles and ensures
(2) Member Risks Control Committee compliance with regulation and legislation. It
(3) Member Remuneration Committee also ensures compliance with the principles of
the by-laws and guarantees that the principles
of proper administration are adhered to,
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