Page 88 - Ratti_bilancio di sostenibilità_2022_EN

Chapter 7 | Governance and monitoring of corporate ethics and risk management

with a specific focus on the functioning of the
organisational, administrative and accounting The remuneration policy of the Ratti Group
structure. for senior roles

Remuneration policy adopts a fair Directors are also entitled to receive
The Executive Committee structure. This involves a careful reimbursement of living expenses
The BoD has appointed an Executive Committee balancing of fixed and variable incurred in relation to their role.
consisting of three members elected by the BoD, components, avoiding imbalances
including the office of Chairman of the BoD and
which could lead to behaviour which Meanwhile, the remuneration
the CEO of the Company, plus a third member to
is not aligned with a sustainable package for directors with strategic
be appointed by the Board. It may be convened
performance and the risk profile. responsibility consists of an annual
either by the Chairman of the BoD or by a member
basic salary, incentives based on
of the BoD or the Board of Statutory Auditors. It is
Remuneration of directors always results (from 5% to 50% of gross
this Committee’s duty to supervise management
performance and to decide on all matters and/ has a fixed component, which annual salary depending on role) and
or business of significant importance to Ratti is decided by the Shareholders’ other benefits typically associated
SpA BC or the Group, according to the criteria laid meeting following a proposal from with the role, such as company
down by corporate governance. the BoD; for sole directors with cars and supplementary medical
specific roles, a variable component services.
is added to the fixed component
The Remuneration Committee while, only for members of the Finally, the approved remuneration
The Remuneration Committee, in accordance with
Remuneration Committee and policy precludes the possibility
the Code of Corporate Governance, consists of
the Risks Control Committee, an of stipulating agreements with
non-executive independent directors. It evaluates
attendance allowance is added for directors and executives with
the consistency and application of the policy for
participation in the meetings of the strategic roles that determine their
remuneration of directors and executives with
respective committees. treatment if their roles/employment
strategic responsibility, formulating proposals or
expressing opinions on the matter. relationships are terminated. The
Directors who are members of the only exception to this is the General
The Remuneration Committee has been given Supervisory Body also receive fixed Manager, who currently also covers
the task of: remuneration on an annual basis. the role of CEO

- assisting the BoD in the development of
remuneration policy;
out its duties relating to matters of internal
- presenting proposals or expressing views on control and risk management.
the remuneration of executive directors and
other directors who cover particular roles, as More specifically, the Risks Control Committee:
well as setting performance objectives relating
to the variable component of that remuneration; - evaluates, having communicated with
the director responsible for preparing the
- monitoring the practical application of the company’s financial statements, the statutory
remuneration policy and, in particular, verifying auditor and the control body, that the
that the performance objectives have been accounting principles have been correctly
reached; applied and, in the case of groups, are in
line with the draft consolidated financial
- periodically evaluating the adequacy and statements;
overall coherence of the remuneration policy
for directors and top management. - assesses the extent to which periodic
information – whether financial or non-financial
– correctly represents the business model,
The Risks Control Committee the company’s strategies, the impact of the
The Risks Control Committee consists of three company’s activities and the results obtained;
members nominated by the BoD: non-executive
directors of whom two are independent. - examines the contents of significant periodic
The Committee monitors the observance and information of a non-financial nature for the
periodic updating of the Corporate Governance purposes of the internal control and risk
rules. In particular, it assists the BoD in carrying management system;

87