Functions of the Board of Directors
The Board of Directors plays a central role in the strategic guidance of the Company and the Group as well as in supervising the overall business activities, with powers of guidance in overall administration and of direct intervention in decisions necessary or useful to the pursuit the business purpose.
The Board is entrusted with the most important decisions in economic/strategic terms or in terms of structural impact on operations or impact on control and guidance of the Company and the Group.
In carrying out its duties, the Board of Directors is supported by specific Committees set up within itself - with investigative, advisory and/or recommendation functions - as well as the Management Committees, composed of the senior management of the Group, which implement the directives and guidelines established by the Board of Directors and executive bodies .
In particular, the Board of Directors:
- examines and approves the strategic, industrial and financial plans of the Company and the Group;
- formulates and adopts the rules for the corporate governance of the Company and defines the Group's corporate governance guidelines;
- defines the guidelines of the internal control system and appoints a director responsible for supervising the internal control system, defining his tasks and powers;
- supervises the system for monitoring and managing risks within the Company ;
- assesses the adequacy of the organizational, administrative and accounting structure of the Company and its subsidiaries with strategic importance;
- establishes within itself one or more Board Committees, appointing members and establishing their duties, powers and remuneration;
- grants and revokes powers to Managing Directors and the Executive Committee (if established), defining their limits, the manner in which they are to be exercised and the frequency, at least quarterly, at which such bodies must report to the Board on their activities in exercise their delegated powers;
- defines the general policy on remuneration;
- determines, after having examined the proposals of the Remuneration Committee and consulted the Board of Statutory Auditors, the remuneration of Managing Directors and of those directors who are vested with special offices and, if the Shareholders' Meeting has not already resolved upon it, allocates the total remuneration to which the members of the Board of Directors are entitled;
- evaluates the general performance of the Company, specifically taking into consideration information received from the delegated bodies, and periodically compares the results achieved with those planned;
- examines and approves a priori transactions of the Company and its subsidiaries when such transactions have strategic, economic, or financial significance;
- at least once a year, evaluates the size, composition and functioning of the Board itself and its Committees, expressing opinions on any professional figures whose presence on the Board is deemed appropriate;
- constitutes the Supervisory Body pursuant to Legislative Decree No 231 of 8 June 2001;
- appoints General Managers and the Manager in charge of preparing corporate accounting documents, specifying tasks and powers and identifies managers with strategic responsibilities;
- appoints and revokes, at the proposal of the director responsible for the internal control system, the internal control officer and determines his duties and remuneration, after having received the opinions of the Committee for Internal Control, Risks and Corporate Governance and the Board of Statutory Auditors;
- reviews and approves periodic reports prepared according to the applicable legislation;
- evaluates and approves transactions with related parties as required by the Procedure for Related Parties Transactions;
- formulates proposals to be submitted to the Shareholders Meeting;
- exercises the other powers and fulfils the responsibilities attributed to this office by law and the Company Bylaws.
Herein attached the list of the main offices held by the Directors in other Company that do not belong to the Pirelli Company, extract from the Report on Corporate Governance and structure of share ownership 2011,included in the Annual Financial Report at December 31, 2011.