Sustainability Report FY 2021

42 We preserve value through regeneration We grow by sharing Methodological notes Annex We respect our history through sustainable innovation We manage as if we were guardians Corporate structure Companies Ruffino S.r.l. (parent company), Tenu- te Ruffino S.r.l. Società Agricola and Poderi Duca- li Ruffino S.r.l. Società Agricola (overall, Ruffino Group) have belonged to the American Group CBI since 2011, a multinational global leader in the sale and distribution of alcoholic drinks (wine, spirits and beer). CBI is also the sole proprietor of the parent company, therefore of the entire Ruf- fino Group. In particular, CBI holds the role of control and co- ordination, therefore taking high-level decisions regarding the strategy and management of the Ruffino Group. The implementation of these strategic lines is therefore the responsibility of the CEO of the Ruf- fino Group, the figure who reports directly to the Wine & Spirits Operations Director of CBI. The Governance System of the Ruffino Group The Ruffino Group adopts the traditional model of corporate management, whose main administra- tive and control bodies are: Corporate Governance • the board of directors of the companies Ruffi- no S.r.l., Tenute Ruffino S.r.l. Società Agricola and Poderi Ducali Ruffino S.r.l. Società Agri- cola, which have routine and extraordinary administrative powers. In particular, if the high-level decisions set out by CBI are deemed to be extraordinary administration, they are viewed and deliberated by the board of direc- tors prior to implementation; • the statutory auditor, Giorgio Guatri, having a control role; • the auditing company, which has the legal role of auditing. The board of director is appointed based on pro- posals made by CBI and consists in at least four members: i. the MD chosen by CBI to run the company, implement strategy and achieve set results; ii. a Group Senior Executive with a legal background, who has the role of President, usually non-operational but who, if neces- sary, can have the similar powers as the MD; iii. a Group Senior Executive with a financial background (Treasury); iv. a Group Senior Executive with a tax back- ground (Fiscal). The President of the Board of Directors has all powers for the routine management of the com- pany, while he/she does not have powers for the extraordinary company, and any other activities that in accordance with the law and company statute strictly require a decision by the Board of Directors. The selection of the individuals for these top ro- les is based on specific leadership and functional skills as well as high expertise and seniority wi- thin the CBI Group. In particular, for the CEO role, the person appointed must be able to demonstra- te competence in similar roles and the ability to achieve ambitious and challenging strategic goals in complicated and multifaceted business scenarios. TENUTE RUFFINO S.R.L. SOCIETÀ AGRICOLA PODERI DUCALI RUFFINO S.R.L. SOCIETÀ AGRICOLA CONSTELLATION BRANDS INC. RUFFINO S.R.L.