Annual meetings of the Audit, Risk & Sustainability Committee (ARSC)
Members of the BoD
with ESG-related skills
Corporate Governance Model
Brembo, a company which has been listed at the Milan Stock Exchange since 1995, has structured a sound Corporate Governance Model based on the ongoing alignment of its corporate structure with the best international practices, through which it meets the interests of all its stakeholders effectively. Over the years, particular attention was also devoted to updating its own reference codes and improving processes for managing both operating and sustainability risks.
Appointment, selection and composition of the Board of Directors
The current process for appointing and selecting the highest governing body grants the Ordinary Shareholders’ Meeting the authority to identify the members of the Board of Directors. Specifically, the Board of Directors is appointed by the Ordinary Shareholders’ Meeting based on lists submitted by shareholders who hold a minimum of 1% of the share capital. It is important to note that Brembo’s By-laws do not allow the outgoing Board of Directors to present its own list. The Board of Directors can consist of between five and eleven members, as determined by the resolution of the General Shareholders’ Meeting, ensuring compliance with the following criteria:
- at least one (1) member, or two if the Board of Directors comprises more than seven members, must meet the independence requirements set by the Corporate Governance Code adopted by the company;
- the composition must ensure a gender balance in accordance with current legal provisions.
BOD’S SKILL MATRIX 2023 ***
Training schemes
Special training schemes for the Group employees are also provided to ensure compliance with and adherence to the principles of the Code of Ethics, the Anti-bribery Code of Conduct, the Antitrust Compliance Programme and the 231 Model. The training initiatives, which include face-to-face lessons and e-learning tools, are tailored to the role covered and the level of risk to which individuals are exposed. Brembo’s training and development offer also includes courses on the Anti-bribery Code of Conduct and the Antitrust Code, to which employees can register.
The training campaign, which includes in-depth analysis of issues relating to ethics, antitrust, anti-corruption, compliance with Model 231/01 and GDPR, continued steadily in 2023 as well. In particular, the total number of employees who have received anti-corruption training in 2023 is 1,857, i.e. 14% of the entire workforce of the Group (including 16% managers, 25% white-collar employees and 9% blue-collar employees).
As far as the members of the Brembo S.p.A.’s BoD are concerned, the basic compliance training (including the Anti-bribery Code of Conduct) is carried out routinely at the start of the term of office, whilst specific matters are examined in subsequent years of the three-year term.
The e-learning course on regulatory principles under the new General Data Protection Regulation (GDPR) and on the implementation of these principles in Brembo continues to be active. This course is addressed to all Authorised Personnel of Brembo S.p.A. and La. Cam. Srl. The course has been extended to all the Group’s European companies, that are implementing it from time to time with the necessary local adjustments.
Antitrust training is an integral part of the annual Brembo Academy’s training and is constantly updated based on any requirements and needs that might arise. To this end, specific training sessions are organised periodically, usually in class and sometimes with external experts. A classroom training session was organised in 2023. On the basis of the fundamental principles of the Antitrust Code of Conduct, the session focused on the main new developments in the area of distribution contracts.
Brembo and the Governance Systems Excellence Index
On the 19th edition of the annual Corporate Governance Workshop, The European House - Ambrosetti presented the results of the Governance Systems Excellence Index (EG Index), a tool that monitors the health of governance systems according to a set of qualitative and quantitative indicators. The EG Index 2023, which refers to the 2022 financial year and is based on public sources, shows the continuous improvement over time in the governance quality of the main companies listed on Borsa Italiana, especially large and medium-sized firms.
It should be noted that Brembo achieved excellent scoring ranking, inter alia, first for its Control and Risk Management System, which takes into account factors such as the time devoted to the meetings of the Audit, Risk & Sustainability Committee and of the Board of Statutory Auditors, the presence of independent Directors, the Statutory Auditors’ participation rate, the average number of offices held by Statutory Auditors, Risk Management and the definition of Succession Plans for the Top Management, the adoption of an Organisational model and the composition of the Supervisory Body.
*Minimum quota of the less-represented gender in the corporate bodies of listed companies (Law No. 160 of 27 December 2019), in force at the date of appointment of the Board of Directors (General Shareholders’ Meeting of 20 April 2023) for the 2023-2025 term.
** The ISO 27001 certified sites are: the three Italian sites of Brembo S.p.A. (the headquarters, the Curno and Mapello production hubs), La.CAM S.r.l., Brembo SGL Carbon Ceramic Brakes S.p.A., the three Brembo Poland Sp.z.o.o. production hubs and Brembo Czech s.r.o.
*** Results of the 2023 skill matrix emerge from the Board Performance Evaluation for the three-year period 2022-2023, described in the sub paragraph “The Board of Directors’ performance assessment”.
