Corporate Governance
Listed on the Stock Exchange since 1972 and on the Novo Mercado since 2007, ROMI has the best corporate governance practices in its culture.
ROMI’s commitment is to act within the principles of transparency, equity and accountability before shareholders and other interested parties.
In its Report on the Brazilian Code of Corporate Governance, updated annually, ROMI informs about its adherence to governance practices.
Regarding the governance structure itself, ROMI has the following bodies and areas:
1. Board of Directors
ROMI’s governance is led by the Board of Directors, composed, in 2024, of eight members with extensive experience. The members of the Council are elected at the General Meeting, as provided for in the Articles of Incorporation, and must ensure implementation and maintenance of good corporate governance practices.
The duties of the Board of Directors are defined in current legislation, the Articles of Incorporation, the Internal Regulations and the B3 Novo Mercado Regulations. The Board of Directors, in the 2024 financial year, has three independent members, in accordance with the Novo Mercado Regulations.
Members elected by the Annual Shareholders’ Meeting (AGO), on 3/12/2024, with a mandate until the 2025 AGO:
Américo Emílio Romi Neto (1956), Chairman of the Board of Directors. Mr. Américo Emílio Romi Neto has a degree in Mechanical Engineering from the School of Mechanical Engineering of the State University of Campinas (Unicamp). He joined the Company in 1978, holding several offices. In 1989, he was elected to be an Executive Officer. In 1995, he was elected to be a Vice Chief Executive Officer. From 1997 to 2007, he served as Chief Executive Officer. In 1987, he was elected for the first time as a member of the Board of Directors. In 1997, he became Deputy Chairman, and, since 2003, he has been Chairman of the Board of Directors.
Carlos Guimarães Chiti (1962), Deputy Chairman of the Board of Directors. Mr. Carlos Guimarães Chiti has a degree in Business Administration from the Pontifical Catholic University of Campinas (PUC-Campinas). He joined the Company in 1993 and was responsible for the import, supplies, and financial areas. He has been a member of the Board of Directors since 1985, being Deputy Chairman since 2006.
José Carlos Romi (1959), Member of the Board of Directors. Mr. José Carlos Romi has a degree in Mechanical Engineering from the School of Mechanical Engineering of the State University of Campinas (Unicamp). He joined the Company in 1980, holding several offices. From 1989 to 2012, he was a member of the Executive Board. He is a member of the Board of Directors since 2013.
Paulo Romi (1963), Member of the Board of Directors. Mr. Paulo Romi has a degree in Industrial Mechanical Engineering from the Methodist University of Piracicaba (Unimep). He has been with the Company since 1988, where he held several offices, being elected for the first time as an Executive Officer in 2000. Until March 2009, he was responsible for the Cast and Machined business unit. He is a member of the Board of Directors since 2009.
Mônica Romi Zanatta (1981), Member of the Board of Directors. Ms. Mônica Romi Zanatta has a degree in Business Administration from the Methodist University of Piracicaba (Unimep), with an International MBA in International Business Management from the Getúlio Vargas Foundation (FGV) and Babson College in the United States. She joined the Company in 2001, working in the Foreign Market Sales and Continuous Improvement areas. She is a member of the Board of Directors since 2008.
Ana Carolina Ribeiro Strobel (1973), Member of the Board of Directors. Ms. Ana Carolina Ribeiro Strobel has a Bachelor’s degree in Law from the Federal University of Paraná (UFPR), LLM from the University of Sheffield and Executive Education, in the negotiation program, from Harvard Business School and exponential innovation program, from Singularity University. She attended an Administration counselor course at the Brazilian Institute of Corporate Governance (IBGC). She has more than 20 years of experience in technology investments, business building and digital transformation projects. She is currently a founding partner of Antler Brasil, operating partner of Redpoint Eventures Gestão de Recursos Ltda, member of the Board of Directors and the People Committee of RandonCorp Companies; member of the Softplan Advisory Board; member of the Risk Committee of the companies Too Seguros S.A. and Caixa Vida e Previdência. She was an administrative advisor and member of the Audit committees at Sinqia and LG Tecnologia, as well as a guest professor at Getúlio Vargas Foundation (FGV), IBGC and HSM in training courses for advisors, compliance and corporate governance for startups.
Antonio Cândido de Azevedo Sodré Filho (1938), Member of the Board of Directors [independent]. Mr. Antônio Cândido de Azevedo Sodré Filho has a Law degree from the School of Law of Mackenzie University (São Paulo), with a specialization in Business Administration from the Getúlio Vargas Foundation (FGV). He is a Professor of Civil Law, in the area of Obligations Law at Faculdades Metropolitanas Unidas (FMU). Author of several books and articles published in Brazil and abroad. Since 1991, he has been a senior partner and general coordinator of the team at the law firm Azevedo Sodré Advogados. From 1998 to 2006, he was a Member of the Board of Directors. In 2006, he joined the Company’s Advisory Board. He is a member of the Board of Directors since 2012.
Marcio Guedes Pereira Junior (1961), Member of the Board of Directors [independent]. Mr. Marcio Guedes Pereira Junior graduated in Business Administration from the Getúlio Vargas Foundation (FGV) and completed an MBA at the same institution, after having studied at the University’s Stern School of Business, in New York. He was an officer of the Investment Banking Group of Credit Suisse in Brazil. He joined the Credit Suisse group in 2007 and has extensive experience in M&A (mergers and acquisitions) and Capital Markets. He is a member of the Board of Directors of the companies JBS, Ourofino Saúde Animal, and Invepar. He was elected a member of the Board of Directors in 2017.
2. Fiscal Council
The Fiscal Council, in 2024, is composed of three permanent members and three alternates, elected at the Shareholders’ Meeting held on 03/12/2024, with a one-year term of office, as provided for in the Company’s Articles of Incorporation. The purpose of this body is to assist the Management in the duties of the fiscal and tax areas, and its duties are defined in the legislation in force, in the Articles of Incorporation, and in the Internal Regulations.
Members elected by AGO of 03/12/2024, with a term of office until the 2025 AGO:
Alfredo Ferreira de Marques Filho (1961), Member of the Fiscal Council. Mr. Alfredo Ferreira de Marques Filho has a degree in Business Administration from the School of Administration and Economic Sciences Santana, a postgraduate degree in Corporate Finance from the Getúlio Vargas Foundation (FGV), and a Master’s degree in Accounting Sciences from the Pontifical Catholic University of São Paulo (PUC-SP). He worked at Roberto Dreyfuss/KPMG between 1981 and 1989. He has been a partner at Horwath Tufani & Reis Soares Auditores Independentes since 1990. In 2009, he was elected a permanent member of the Fiscal Council.
Clóvis Ailton Madeira (1949), Member of the Fiscal Council. Mr. Clóvis holds a degree in Accounting and Business Administration, a master’s degree in Accounting from FECAP – Fundação Escola de Comércio Álvares Penteado (São Paulo), and a doctorate in Administration from Florida Christian University (USA). He was an Independent Auditor registered with NAFSA (National Association of Financial Services Auditors), in the USA; he also served as the technical manager for Directa Auditores and Grant Thornton before the CVM. He is the president of the Cacau Show Institute. In 2015, he was elected a permanent member of the Fiscal Council.
Walter Luis Bernardes Albertoni (1968), Member of the Fiscal Council. Mr. Walter Luis Bernardes Albertoni is a lawyer, with a postgraduate degree in Civil Procedural Law from the Pontifical Catholic University of São Paulo (PUC-SP), in Corporate Law and in Tax Law (LLM Insper), with more than 20 years of experience in civil, corporate, and business matters. He acts as an outsourced legal advisor for the Associação de Investidores no Mercado de Capitais (Amec) (Association of Investors in the Capital Market). He is a member of the Fiscal Council of Petróleo Brasileiro S.A., a member of the Board of Directors of Banco Bradesco S.A., and a member of the Board of Directors of Paranapanema S.A. In 2021, he was elected a permanent member of the Fiscal Council.
3. Audit and Risk Committee
Supervises the work of the Internal Audit, and examines the work of the Independent Audit, including Financial Statements, Internal Controls, and Corporate Risk Management.
4. Cast and Machined Committee
Performs operational, commercial, financial, and strategic analysis of the Cast and Machined Business Unit.
5. Economic Monitoring Committee
Monitors revenue, costs, and expense budgets; investments; standard cost; transfer prices; sales prices; margins; ROMI inflation; production program; inventory levels; working capital; PDD; results projections.
6. Innovation and New Business Committee
This committee seeks initiatives for research and innovation, evaluation of projects and investment proposals under the prism of innovation, assessment of scenarios and the Company’s inclusion in technological and commercial trends, strategic analysis of the ROMI and Burkhardt+Weber Machinery units.
7. Human Resources Committee
Directs efforts toward recruitment, preparation, and succession plans for Executive Officers and strategic employees; Evaluation of the Board of Directors (“BoD”) and the Executive Board; Compensation of the BoD, and Fiscal Council.
8. Real Estate Committee
Acquisition, encumbrance, and disposal of real estate properties.
9. Executive Board
The management of the Company’s businesses is the responsibility of the Executive Board, the body responsible for implementing the strategy approved by the Board of Directors, within the limits defined by the Board of Directors, and in compliance with the terms of the Articles of Incorporation.
Members elected by RCA of 03/12/2024, with a term of office until the 2025 RCA:
Luiz Cassiano Rando Rosolen (1974), Chief Executive Officer. Mr. Luiz Cassiano Rando Rosolen has a degree in Business Administration from Mackenzie University (SP) and in Accounting Sciences from Universidade Paulista, with a postgraduate degree in Finance from the Getúlio Vargas Foundation (FGV). In 2013, Cassiano completed the General Management Program – Executive Education at Harvard Business School. His professional experience includes 10 years of experience in auditing in Brazil and the United States, holding the CPA (Certified Public Accountant) certificate, granted by the California Board of Accountancy. He joined the Company in 2006. In March 2008, he was elected Executive Officer, being Chief Executive Officer since March 2015.
Fernando Marcos Cassoni (1972), Vice Chief Executive Officer and Chief Operations Officer. Mr. Fernando Cassoni has a degree in Computer Science from the Municipal Institute of Higher Education of São Caetano do Sul (Imes), a postgraduate degree in Production Engineering from the Methodist University of Piracicaba (Unimep), an MBA in Business Management, and a Post-MBA in Business Intelligence from the Getúlio Vargas Foundation (FGV). He joined the Company in 1996, holding several offices and he is responsible for the industrial activities of the manufacturing units, Supply Chain, Supplies, Continuous Improvement, Methods and Quality. He has been an Executive Officer since 2015.
Douglas Pedro de Alcântara (1975), Technology and New Business Executive Officer. Mr. Douglas Pedro de Alcântara has a degree in Mechanical Engineering from the State University of Campinas (Unicamp), with an MBA in Business Administration from the Getúlio Vargas Foundation (FGV), and a Master’s degree in Production Engineering from the Methodist University of Piracicaba (Unimep). He started his career at ROMI in 2001, as a trainee, and later he held different offices. He is responsible for the areas of development of ROMI machine technology (machine tools and plastics), Information Technology, and New Business. He has been an Executive Officer since 2020.
Fabio Barbanti Taiar (1978), Financial, Administrative, and Investor Relations Executive Officer. Mr. Fabio Taiar has a degree in Business Administration from the Armando Álvares Penteado Foundation (Faap), with a specialization in Advanced Management in Finance from the Getúlio Vargas Foundation (FGV). Fábio completed, in 2023, the General Management Program – Executive Education at Harvard Business School. His professional experience includes eight years in auditing. Fabio was hired by ROMI in January 2009, to be responsible for the Management of the Accounting and Controllership areas. From 2011 to 2012, he served as Investor Relations and Strategic Planning Manager, and, since 2012, he serves as an Executive Officer. He serves as data protection officer, under the terms of Law No. 13709/2018, since March 2021. He is responsible for the Finance, Human Resources, Legal, Controllership, and Investor Relations areas.
Maurício Lanzellotti Lopes (1961), Commercialization Executive Officer. Mr. Maurício Lanzellotti Lopes has a degree in Mechanical Industrial Engineering from the Methodist University of Piracicaba (Unimep) and a postgraduate degree in Business Management from the Getúlio Vargas Foundation (FGV). He began his career at ROMI in 1984 and held several offices. He is responsible for the areas of commercialization and sale of Romi machines (machine tools and plastics) in the domestic market and technical assistance and sale of spare parts for ROMI machines (machine tools and plastics). He has been an Executive Officer since 2020.
Tales Caires Aquino (1978), Executive Officer of the Cast and Machined Unit. Mr. Tales Caires Aquino has a degree in Mechanical Engineering from the University of São Paulo (USP), in São Carlos, with a postgraduate degree in Business Administration from the Getúlio Vargas Foundation (FGV). He started his career at ROMI in 2001, as a trainee, working in the Quality, Continuous Improvement, and Sales areas. He is responsible for all activities related to the commercialization and sale of castings and machined parts, engineering and industrial maintenance, and manufacturing units 10, 81, 82, and 83. He has been an Executive Officer since 2021.
10.Independent Audit
ROMI relies on the review of the financial information by BigFour audit companies, to support and assist the Senior Management and investors in the decision-making and in the assessment of the Company’s financial health, as well as to ensure compliance with laws and regulations (Compliance), in addition to preventing accounting fraud.
The work carried out by the Independent Audit ensures the transparency and reliability of the financial information, and it is carried out employing analyses, tests, and procedures that assess the adequacy and accuracy of the Company’s financial statements, providing an impartial opinion on the calculated result.
11. Internal Audit
It acts independently, reporting directly to the Internal Audit Committee, in the evaluation of control processes and activities performed by the other areas of the Company (1st and 2nd lines).
The work is carried out using a systematized and risk-based approach, aiming at assisting in risk management, protecting our shareholders’ capital, and adding value to the Company. In these works, in addition to an internal structure, we have the participation of expert consultants who help us in all stages.
12. Controls and Risks
The process encompasses the management of all risks that may affect the Company’s assets and equity, anticipating threats with the potential to affect strategic, financial, operational, or compliance objectives, based on the following principles:
The risk management structure seeks to establish risk management as part of our corporate culture, associating the risk management with the strategic plan. Aiming at guaranteeing autonomy and segregation of duties in risk management, risk takers and those responsible for monitoring them stand out. The Internal Audit and Corporate Risks, stand out as independent members of this process. In addition, under the terms of the Novo Mercado Regulations, it reports risks to the Audit and Risk Committee and forwards them to the Managers of each business area, according to the relevance of the identified risks, seeking management at an acceptable level.
Assessments of the Governance Bodies
Annually, the Board of Directors and the Committees carry out a self-assessment, with the active participation of board and committee members, with the purpose of critical analysis and continuous improvement of the respective governance bodies.
13. Compliance
ROMI’s Compliance Program establishes guidelines for the prevention, detection, and correction of inappropriate practices or practices that deviate from laws, rules, and regulations, both external and internal, encouraging the reporting of irregularities, as well as guiding and demanding ethical and responsible conduct from its members, gaining relevance as an instrument of corporate governance.
The program applies to all employees, as well as subsidiaries located abroad, and their suppliers, service providers, and any third party acting on behalf of ROMI (“employees”) where applicable, subject to the respective local laws and international good practices.
The purpose of the program is to:
Compliance Pillars
The compliance pillars and main mechanisms are:
The Program consolidates the following documents: Code, Policies, and Regulations, which are available on the ROMI website:
All new employees take training on the topics covered in the Compliance Program, so that it is accessible and clearly understood by all employees. We seek to make our employees aware of the importance of the topics encompassed in the Compliance Program also utilizing internal communication actions.
Compliance Week 2023
In 2023, ROMI held Compliance Week 2023, including subsidiaries abroad, with training, communications, videos and educational activities carried out, with an emphasis on the topic “Respect for People” (including combating harassment, diversity and inclusion).
So, ROMI reaffirms its commitment to aligning with best ESG practices.
Business Pact for Integrity and Against Corruption
Since 2021, ROMI has been part of the Business Pact for Integrity and against Corruption, an initiative of the Ethos Institute, through which it undertakes to follow strict internal controls, assuming the commitment to comply with and disclose anti-corruption legislation to stakeholders.
After joining the pact, ROMI joined the Ethos Institute and has continually improved its practices, based on the Institute’s diagnosis and recommendations.
In 2021, in its first diagnosis, obtained a score of 5.4; in 2022, after implementing several ESG practices, it increased its score to 7.5 and, in 2023, maintaining the continuous improvement of its practices, it obtained a score of 8.1, according to the report “Diagnosis of the Thematic Guide: Integrity, Prevention and Combating Corruption”.
ESG 2023