Brembo | 2015

For the second time, on 23 April 2015, Etica Sgr voted at the general shareholders’ meeting of Brembo, an Italian company that produces high performance braking systems for cars and motorcycles. Etica Sgr attended at the shareholders’ meeting to call management’s attention to some aspects linked to corporate sustainability.

Etica Sgr expressed a favourable vote on all items on the agenda, except for the Board’s proposal to approve the Remuneration Report, from which it abstained.

As regards the approval of the financial statements and the distribution of the financial year profit, Etica Sgr did not identify any criticalities. It was deemed that the decision to pay an extraordinary dividend on the occasion of the twentieth anniversary of listing on the Stock Exchange is in line with Brembo’s positive performance; therefore, a vote in favour was expressed.

Etica Sgr, having identified detailed information on the objectives at the basis of the authorisation for the purchase of treasury shares, voted in favour of the same. In terms of the remuneration policy, there was a lack of comprehensive information regarding the significances of each individual target and the individual objectives to be achieved to obtain the short and long-term variable remuneration, making it impossible to understand the actual correspondence between the fees paid and the performances achieved. Despite this, there was clear and transparent reporting in relation to the variable and fixed components paid, there are maximum limits to the variable components and the payment of the long-term incentive occurs at the end of a three-year time span. Given the balance between the positive points and the criticalities identified, with a view to maintaining the continuity of the positive dialogue established with the Company, Etica Sgr abstained and, at the shareholders’ meeting, it expressed the criticalities identified and suggested that Brembo the introduce, among the parameters underlying the definition of the variable components of the remuneration of the Chairman and the Chief Executive Officer and other Managers with Strategic Responsibilities, objectives of a social and environmental nature such as, for example, the percentage of complaints received, the overall reduction of CO2 emissions and the rate of procurement of energy from renewable sources. Etica Sgr also asked the Company to publish the figure relating to the existing ratio between the average remuneration of the employees of Brembo and that of the Chief Executive Officer.

Etica Sgr, in its speech at the shareholders’ meeting, congratulated the Company’s management on the excellent results achieved and stated that it hoped that the recent policy of investments implemented by the Group, aimed mostly at countries such as Mexico and the United States, will, however, preserve attention towards Italian workers who, together with management and the Company’s shrewd owners, have made Brembo one of Made in Italy’s excellences. Etica Sgr also encouraged Brembo to achieve an even better level of reporting of its sustainability, going on to publish a sustainability report prepared in accordance with the Global Reporting Initiative (GRI) guidelines. The intervention also touched upon the issue of monitoring the supply chain and the use of water resources, by participating in initiatives such as the Carbon Disclosure Project (CDP) questionnaire.

Matteo Tiraboschi, Executive Vice Chairman of the Company, communicated that Brembo is working towards a possible publication of a Sustainability Report in 2017 and that, from 2014, the Company agreed to complete the CDP Water questionnaire. Valuable responses were provided in relation to Brembo’s current initiatives for the monitoring of suppliers, both in Italy and abroad, and on investments in research and development intended for the Italian plants.

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