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Special training schemes for the Group staff 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 classroom lessons and e-learning tools, are tailored to the role covered and the level of risk to which individuals are exposed. In particular, the use of specific Corporate Governance and compliance tools (Brembo Corporate and Compliance Tools), available and downloadable from the company website, is important. In addition, a copy of the Code of Ethics is distributed to all those who work for Brembo and to all new recruits. A presentation in available on the corporate Intranet detailing Brembo’s Governance and Compliance System. This is meant to be used during training activities across all Group companies. Brembo’s Training Catalogue also includes courses on the Anti-bribery Code of Conduct and the Antitrust Code, to which employees can register. The training campaign on the corruption theme was launched in January 2012 (through an on-line course on Model 231/01, which includes a special part dedicated to this subject) and included classroom sessions (following adoption of the first edition of the Anti-bribery Code of Conduct – November 2013).
The training campaign, which includes topics on ethics, antitrust, anti-bribery, compliance with Model 231/01 and GDPR, continued steadily in remote mode in 2021 as well, involving 38.62% of group employees (in particular, training at Group companies in Mexico, Czech Republic and Poland increased). Following the recent acquisition, the employees of the new SBS Company were provided with training on ethics and integrity issues in order to disseminate the company’s values within the entire Group. In particular, the total number of resources who have received Anti-corruption training is 1,359, i.e. 11.66% of the entire workforce (including 7.31% managers, 15% employees and 10.82% blue-collar workers). The script of the basic online course relating to Model 231 was updated during 2021. The programme will be disseminated to all employees as of January 2022.
As far as Board members 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 and specific matters are examined in subsequent years of the three-year term. In 2021, these focused on regulatory changes within the scope of the 231 Model (tax offences and updates to the 231 Model in light of the new Confindustria Guidelines).
Brembo’s Board of Directors approved the Board of Directors’ Diversity Policies and Criteria, applicable with effect already from the Board’s 2017-2019 term of office, which provide for new criteria, based on as objective a foundation as possible, in addition to those established by applicable laws and regulations, relating to the professionals to propose as candidates in order to ensure that the composition of the Board of Directors is adequate to the Group’s size, position, complexity and the specific nature of its business sector and strategies.
These criteria take account of the adjustment of the minimum quota reserved to the less represented gender in the corporate bodies introduced by Law No. 160, of Law 27 December 2019*.
The Board of Directors’ Diversity Policies and Criteria, indicated in the Corporate Governance Code of Brembo S.p.A. and the Regulations of the Board of Directors (and in line with the 2020 Corporate Governance Code), aim at ensuring the appointment of Board members who have an optimal combination of skills and professional background and form the diversity policies for the administrative body’s composition not only with regard to gender, but also experience, professionalism, age and other relevant aspects. Within these criteria, qualitative and quantitative criteria have also been formulated to be used to assess the significance of the relationships being examined for the purposes of assessing the independence of the Directors.
* 2020 Budget Law – which applies from the first renewal of the governing and control bodies of companies listed in regulated markets after the law enters into force, i.e. after 1 January 2020. Article 1, paragraphs 302 and 303, provides that: i) the three terms of office be extended to six terms; ii) at least 2/5 (no longer at least 1/3) of the members of the relevant governing or control body be reserved for the less represented gender.
The Audit, Risk & Sustainability, tasked with supporting the Board of Directors’ evaluations and decisions on internal control and risk management issues, including those relevant from the standpoint of sustainability.