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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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