Governance model

The Parent Company Carraro S.p.A. complies with the Corporate Governance Code published by the Committee for Corporate Governance of Listed Companies in July 2015. A traditional governance system has been adopted, based on the presence of three main bodies: the Shareholders' Meeting, the Board of Directors and the Board of Statutory Auditors, supported by the internal committees of the Board of Directors, the Manager in charge for Statutory Financial Reporting, the Supervisory Body and the Independent Auditors. 

Internal Committees of the Board of Directors

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

All Committees act merely in a consulting and advisory role and assist the Board in matters within their respective jurisdictions.

The Control, Risk and Sustainability Committee acts in a consulting and advisory role to the Board with reference to risk management, internal control system and definition of goals and approaches approaches to be adopted on the subject of sustainability in the medium to long term.

The risk management and internal control system adopted by Carraro S.p.A. was defined in accordance with the provisions of Article 154-bis of the Consolidated Law on Finance and is inspired by the “COSO Report” (“Internal Control and Integrated Framework”) and aims to ensure:

1. the adequacy of company processes in terms of efficiency and effectiveness;
2. the reliability of the information provided to corporate bodies and the market;
3. the protection of Company assets;
4. compliance with external regulations, the Bylaws and internal procedures.

Since 2007 the Parent Company resolved to adopt a Code of Ethics and the Organisational Model pursuant to Legislative Decree no. 231/2001, formalising and incorporating an existing organisational structure into the Company and ensuring its constant update. This adoption took place following the conclusion of a project to assess the risks relating to the types of offences envisaged by the decree.

The Code of Ethics of Carraro S.p.A. was subsequently adopted by all directly controlled subsidiaries to become the Code of Ethics of the Carraro Group, while all Italian subsidiaries adopted an Organisational Model pursuant to Legislative Decree no. 231/2001.

The Code of Ethics and the Organisational Models were distributed to the Group via a specific online training programme and were disclosed to commercial partners. 

Carraro risk management system

In the framework of its Corporate Governance system, the Carraro Group follows a risk management model inspired by national and international best practices, and directly integrated with the process to define strategies and ensure their implementation in the business plans. In particular, the organisational roles involved in the company risk management process are as follows:

• the Board of Directors, which is responsible for the definition of the nature and level of risk compatible with strategic objectives, in the context of medium to long-term sustainability;
• the Control, Risk and Sustainability Committee, which is responsible for supporting the Board of Directors on topics related to internal control and risk management;
• the Executive Director in charge of the Internal Control and Risk Management system, who is responsible for the identification of the main corporate risks and the implementation of the indications issued by the Board of Directors on the subject of risk management, as well as for the assessment of their adequacy;
• the Risk Owner, who for each of the main central departments is responsible for ensuring, in conjunction with company management, that the main risks to which Carraro and its subsidiaries are exposed are correctly identified and monitored in business management activities;
• the Internal Audit department, which is responsible for monitoring the correct operation of the risk assessment and management process, using this as a reference for establishing the internal control system according to a principle of consistency between risks and controls.  

With reference to risk management, the Carraro Group has defined a Risk Management Procedure that includes the following main topics: 

• Analysis and monitoring of the context,
• Identification and risk assessment,
• Definition of Risk Response,
• Periodic review of identified and assessed risks,
• Continuity / improvement of risk mitigation safeguards.

In line with the most widespread and consolidated approaches on the subject, the main risk categories considered by the Group management are:

• Strategic risks,
• Financial risks,
• Legal and Compliance risks,
• Operational risks,
• Planning and Reporting risks.

Board of Directors, Chairman and Chief Executive Officer

All decision-making and implementing powers in relation to economic, social and environmental aspects reside with the Board of Directors, its Chairman and the Chief Executive Officer, according to the powers conferred by the Shareholders’ Meeting and appointed delegates.

Chief CSR Officer

Chief CSR Officer is a Director delegated to carry out all Board guidelines and directives related to sustainability.

Control, Risk and Sustainability Committee

The Control, Risk and Sustainability Committee discusses, examines and evaluates all matters related to sustainability with the support of the company departments, including the non-financial statement envisaged by Legislative Decree no. 254/2016, and reports periodically to the Board of Directors.

Operating Committee for Sustainability

The Sustainability Operating Committee is an internal corporate body formed of representatives of all the main departments at Group level, which is responsible for handling any sustainability-related themes indicated as relevant to the Group and acts as a work group tasked with analysing the data, evaluating any concerns, studying and proposing technical and operative solutions, promoting programmes and projects and monitoring their development, ensuring the regular flow of information and data required for the annual reports, and reports to the Control, Risk and Sustainability Committee.

The Sustainability policies adopted by the Carraro Group consider the aspects related to the integrity and transparency of financial relations, responsibility in the performance of business activities, the protection and optimisation of personnel, health and safety in the workplace, environmental protection, as well as all other characteristics that contribute to the Group's position as a global leader. Carraro has adopted the following Policies at Group level:

• Environment, Health and Safety Policy
• Quality Policy
• Anti-Corruption Policy
• Human Rights Policy
• Diversity Policy

Protection and development of personnel

The Carraro Group is committed to promoting a working environment and conduct characterised by:

• the protection of health, safety and integrity and the prevention of discrimination and any kind of abuse;
• the promotion of an innovative and entrepreneurial spirit within the limits of responsibility of each employee;
• the principles of merit and competence within the limits permitted by the requirements of work organisation according to the definition of roles, responsibilities and availability of information such to enable each employee to carry out their duties in the interests of the company;
• the offer of equal opportunities in the workplace and as regards professional advancement for all employees.

Protection of the Environment, health and safety in the workplace

The Group operates across nine manufacturing sites in five different nations.

A Group Environment, Health and Safety department was established within the Parent Company in charge of managing, controlling and co-ordinating all environmental health and safety issues at each production site.

Operating guidelines are settled in a management and control system (EH&S Management System) which defines principles and rules of conduct, provides training and information to promote an environmentally sustainable culture within the Group's manufacturing activities and requires audits and risk assessments.

Its founding principles are:

Energy management

The Management is increasingly focused on energy consumption, promoting internal audit programmes and strategies to improve the energy efficiency of its manufacturing processes in order to reduce energy consumption. 

Responsibility and empowerment have been granted to an Energy Management department dedicated to studying and formulating energy efficiency proposals.