BREMBO ANNUAL REPORT 2012 Our Work Is to to Is Work Our Innovation
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Our work is to produce innovation. With an eye to the past, day by day we design the future. 2012 REPORT ANNUAL BREMBO BREMBO ANNUAL REPORT 2012 A modern company with international vision. Men and women who believe in the future and its boundless opportunities. BREMBO CALL TO THE ORDINARY SHAREHOLDERS’ MEETING The Shareholders are convened to the Ordinary Shareholders’ Meeting to be held at the Company offices at Viale Europa 2, 24040 Stezzano (Bergamo) on 23 April 2013 at 11:00 a.m. CET (first call) or, if necessary, on 24 April 2013, at the same place and time (second call), to resolve on the following. AGENDA 1. Presentation of the Financial Statements of Brembo S.p.A. for the year ended 31 December 2012, with the Directors’ Report on Operations, the Statutory Auditors’ Report, the Independent Auditors’ Report and the Attestation of the Manager in Charge of the Company’s Financial Reports. Allocation of profit for the year and dividend distribution. Ensuing resolutions. 2. Presentation of the Consolidated Financial Statements of the Brembo Group for the year ended 31 December 2012, with the Directors’ Report on Operations, the Statutory Auditors’ Report, the Independent Auditors’ Report and the Attestation of the Manager in Charge of Company’s Financial Reports. 3. Board of Statutory Auditors’ proposal for the conferral of the independent auditing engagement for the period 2013–2021, determination of the associated compensation and adjustment criteria. Ensuing resolutions. 4. Authorisation for the buy-back and disposal of own shares. Ensuing resolutions. 5. Redefinition of Directors’ total remuneration pursuant to Article 21 of the By-laws of Brembo S.p.A. Ensuing resolutions. 6. Presentation of the Remuneration Report of Brembo S.p.A. Resolutions pursuant to Article 123-ter of TUF. Stezzano, 18 March 2013 On behalf of the Board of Directors The Chairman Alberto Bombassei 5 BREMBO ANNUAL REPORT 2012 CONTENTS Letter from the Chairman 8 Company Officers 10 Brembo: Summary of Group Results 12 DIRECTORS’ REPORT ON OPERATIONS 14 Brembo and the Market 16 Sales Breakdown by Geographical Area and Application 26 Research and Development 30 Investments 35 Risk Management Policy 36 Human Resources and Organisation 42 Environment, Safety and Health 46 Brembo Structure 48 Brembo’s Consolidated Results 50 Brembo Worldwide 56 Performance of Brembo Companies 58 Related Party Transactions 68 Further Information 69 Significant Events After 31 December 2012 72 Foreseeable Evolution 72 Corporate Governance and Ownership Structure Report Pursuant to Article 123-bis of the Consolidated Law on Finance 74 Information About the Brembo S.p.A. Dividend Proposal 119 Brembo S.p.A. Stock Performance 120 PALMAREs 2012 122 6 BREMBO CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2012 132 Brembo: Consolidated Financial Statements at 31 December 2012 134 Explanatory Notes to the Consolidated Financial Statements at 31 December 2012 142 Annexes to the Consolidated Financial Statements 194 Statutory Auditors’ Report 204 Independent Auditors’ Report Pursuant to Articles 14 and 16 of Legislative Decree No. 39 of 27 January 2010 206 Attestation of the Consolidated Financial Statements Pursuant to Article 154-bis of Legislative Decree No. 58/98 208 sEPARATE FINANCIAL sTATEMENTs AT 31 DECEMBER 2012 210 Separate Financial Statements 2012 of Brembo S.p.A. 212 Statutory Auditors’ Report 220 Attestation of the Separate Financial Statements Pursuant to Article 154-bis of Legislative Decree No. 58/98 226 7 BREMBO ANNUAL REPORT 2012 LETTER FROM THE CHAIRMAN shareholders, The year that has just come to a close has not shown the much hoped-for signs of recovery, despite widespread expectations thereof. The crisis that began in 2008 continued to have the greatest impact on the most mature economies, and especially on Europe — with the virtuous exception of Germany — and on Italy, which, more than other countries, is struggling to find a way to get its economy on its feet again. Modest signs of a recovery were seen in the United States and Japan, but the crisis in the Old Continent was not offset by contributions from emerging economies: China and India reported a slowdown in the extremely rapid growth seen in previous years, and Russia and Brazil even showed some signs of difficulty. The global automotive market, for which Brembo’s products are intended, timidly hinted at a recovery, related above all to the dynamism of emerging countries and the revival of the Japanese and U.S. markets. The global increase in light vehicle sales amounted to 5.2% compared with 4.3% in 2011, while remaining far from the double-digit growth seen just three years ago. In Europe, where nearly 65% of our revenues originates, headed by Germany, new car registrations decreased by 8% and new commercial vehicle registrations by 12%, while in the United States, Brembo’s number-two market by turnover, the light vehicles segment closed the year with an increase in excess of 13%. In this scenario, which remains critical, Brembo once more succeeded in achieving its growth objectives. This result was attainined mainly thanks to the strategy of internationalisation and presence on the most dynamic markets that it has been pursuing for several years, as well as to the consolidation of a technological supremacy that puts our Group on the cutting edge in its industry at a global level. The Group’s sales continued to increase, exceeding €1,388 million, up by nearly 11% compared to 2011, with a net income of over €77 million, up by 81%. Gross operating income rose by more than 15% and net operating income by 22%. All of this was achieved without sacrificing investments, which exceeded €140 million for the year and, in addition to Italy, primarily regarded China, Poland, the Czech Republic and North America, with the aim of increasing the Group’s production capacity and reinforcing Brembo’s presence throughout the world. Among the most significant events, mention should be made of the fact that in China, where Brembo has been present since 2000, the new Nanjing manufacturing hub was inaugurated in April. The facility is intended to provide brake discs and systems to the plants of European and North American clients that manufacture cars and commercial vehicles in Asia. Underlying Brembo’s results and success throughout the world are the constant commitment to innovation that has always set our Group apart and the passionate work of all those individuals who contribute to achieving increasingly challenging objectives at all levels and in all countries. The recognition we receive from our clients represents further proof of our success. In March 2012, Brembo received the 8 BREMBO Daimler Supplier Award, the most prestigious recognition bestowed by the German group each year to a supplier of excellence, chosen from among the thousands that supply components on the five continents on which it operates. In May, it received the award Best Iveco Quality Performer and Proactive Supplier in Technical Proposal for a complex, innovative brake disc specifically designed and developed for Iveco Eurocargo industrial vehicles. All of the above, coupled with the years of fruitful collaboration between Brembo and Ferrari in the Formula One arena and between the Company and the most highly regarded teams in world motorbike racing provides an ideal overview of the level of excellence that Brembo has achieved in the field of brake system technology in all market segments. Yet our research and development centres are already committed to studying the brake systems of the future and developing new structural materials that will enable increasingly advanced solutions. At the same time, series production applications are being identified for the first mechatronic systems developed within the Group, and the foundation is being laid for facing the next decade, which will see a strong push towards the electrification of vehicles, with constant efforts to decrease the weight of components. In the area of environmental sustainability, we are nearing the introduction of new technologies that will make it possible for brake systems to contribute to reducing vehicles’ consumption and the resulting CO2 and fine particle emissions. New projects are also about to get underway at the European level in collaboration with international universities and research centres, with the aim of reducing the impact of brake systems on the environment to zero. This comprehensive array of activities covers all areas of possible technological development in our industry and places us, as always, at the forefront. Thanks to the skills and tenacity shown by our employees, and a winning internationalisation strategy, we have performed positively during another highly critical year for the global economic system and, to an even greater extent, for the automotive industry. The results that we have achieved are the fruit of our dedication, and the initial signs for the new year are encouraging, allowing us to look to the future with confidence. The Chairman Alberto Bombassei 9 BREMBO ANNUAL REPORT 2012 COMPANY OFFICERS Based on the one sole list submitted by the main shareholder Nuova FourB S.r.l., the General Shareholders’ Meeting of the Parent Company Brembo S.p.A., held on 29 April 2011, appointed the Board of Directors, which will remain in office until the approval of the Financial Statements for the year ending 31 December 2013. Director Andrea Abbati Marescotti, who was co-opted on 6 June 2011 was confirmed in his position by the General Shareholders’