Governance model

The Carraro governance model

The Carraro governance system is the traditional system and consists of three main bodies:

  • Shareholders' Meeting;
  • Board of Directors;
  • Board of Statutory Auditors.

Supported by: 

  • Board of Directors' Committees;
  • Financial Reporting Officer;
  • Supervisory Board;
  • Independent Auditors.

The Board of Directors' Committees are the following:

  • Appointments and Remuneration Committee;
  • Control, Risk and Sustainability Committee.

Control, Risk and Sustainability Committee

It has responsibilities to advise and make suggestions to the Board in terms of risk management, the internal control system and objectives and approaches to be adopted regarding sustainability in the medium to long term. 

Internal control and risk management system

The internal control and risk management system has been defined in line with the provisions of Article 154 bis of the Consolidated Law on Finance and is based on the “COSO Report” (“Internal Control – Integrated Framework”). 

It aims to ensure: 

  • adequacy of corporate processes in terms of effectiveness and efficiency;
  • reliability of the information provided to corporate bodies and to the market;
  • safeguarding of corporate assets;
  • compliance with external regulations, the Articles of Association and internal procedures.

Risk management system in Carraro

Carraro follows a risk management model inspired by best practices at the national and international level and closely integrated with the definition of strategies and their transformation into business plans. 

The people in the organisation involved in corporate risk management process are:

  • the Board of Directors, responsible for defining the nature and level of risk compatible with the strategic objectives, with a view to sustainability in the medium-long term.
  • the Control, Risk and Sustainability Committee, responsible for supporting the Board of Directors on issues related to internal control and risk management.
  • the Executive Director, responsible for the Internal Control and Risk Management System, with the task of identifying the main corporate risks, executing the orders of the Board in terms of risk management and verifying their adequacy.
  • the Risk Owner, with the task of ensuring, together with the management, that the main risks affecting Carraro and its subsidiaries are correctly identified and monitored in the business management activities.
  • the Internal Audit function, with the task of monitoring the proper functioning of the risk assessment and management process using it as a reference for setting up the internal control system, according to a principle of consistency between risks and controls. 

The main risk categories addressed by the management bodies are those concerning the following types of risks: 

  • strategic;
  • financial;
  • operational;
  • compliance;
  • planning and reporting.

Sustainability model

Sustainability governance is managed by: 

  • Board of Directors, Chairman and CEO, which have all the powers of guidance and execution in relation to the economic, social and environmental aspects.
  • Control, Risk and Sustainability Committee, which verifies, monitors and analyses the activity and informs the Board.
  • Sustainability Operating Committee, internal corporate body consisting of the representatives of all the main functions with the task of analysing the data, evaluating any critical issues, studying and proposing technical and operational solutions, promoting processes and projects and monitoring their progress. It also ensures the periodic flow of data and information required for annual reporting, reporting to the Control, Risk and Sustainability Committee.

Sustainability policies

Sustainability Policies deal with aspects related to:

  • integrity and transparency in economic relations;
  • responsibilities in carrying out work activities;
  • protection and development of staff;
  • workplace safety;
  • environmental protection.

Protection and development of staff

It is essential for us to promote a work environment that:

  • ensures safety, health and integrity;
  • prevents discrimination and abuse of any kind;
  • develops the innovative spirit of everyone;
  • is meritocratic;
  • offer every employee equal opportunities in work and professional growth.

Environmental and occupational health and safety protection

The Environment, Health & Safety function deals with the management, control and coordination of all environmental protection and occupational safety activities.

The EH&S Management System includes the criteria and operational procedures for environmental protection and occupational safety. In particular, it:

  • defines principles and rules of conduct;
  • informs and forms a culture of environmental sustainability of the manufacturing activities of the company;
  • defines risk audits and assessments.

The principles that underlie the management system are: 

  • Search for material safety;
  • Accountability and involvement at all levels of the company;
  • Inspired by the best international technical guidelines;
  • Determination of the objectives for the period;
  • Measurability of results with careful use of reference KPIs;
  • Execution of systematic periodic audits;
  • Communication of outcomes, results and corrective plans to stakeholders;
  • Continuous improvement;
  • Constant monitoring;
  • Periodic communication to the management.

Energy management

We are increasingly attentive to energy consumption, not only related to the emissions of our products, but also to our production process. For this reason, we have promoted a series of internal audit programmes and plans to improve the energy efficiency of production processes. Responsibilities and powers have been assigned to the energy management function that studies and formulates proposals on energy efficiency.

Sustainability Report

Download the full version of our Sustainability Report, updated as of 31 December 2018

2018 Sustainability Report

31 December 2018 pdf, 6.58 MB