Board committees

The system of Corporate Governance adopted by the Company foresees - since 2000 - the establishment, within the Board of Directors, of Board Committees with investigative, advisory and/or recommendation functions concerning particularly "sensitive" and economically, financially and strategically significant matters, in order to have both a discussion of opinions and a series of checks in order to ensure the Board takes conscious and effectively informed decisions.

Taking into account of the recommendations of the Self-Regulatory Code of the Italian Stock Exchange, to which Pirelli belongs, and national and international best practices, the Board of Directors of the Company in its meeting of July 10, 2014, established for the duration of the term of office of the Board, the following Committees:

Committee for Control, Risks, Sustainability and Corporate Governance
comprising the following Directors:
  • Anna Maria Artoni - Chairman;
  • Andrey Kostin;
  • Elisabetta Magistretti (*).
* Director with adequate financial and accounting experience

Remuneration Committee
comprising the following Directors:
  • Luigi Roth - Chairman (*);
  • Ivan Glasenberg;
  • Manuela Soffientini.
* Director with adequate experience of financial and remuneration issues

Appointments and Successions Committee
comprising the following Directors:
  • Marco Tronchetti Provera - Chairman;
  • Anna Maria Artoni;
  • Didier Casimiro;
  • Paolo Pietrogrande.

Strategies Committee
comprising the following Directors:
  • Marco Tronchetti Provera - Chairman;
  • Didier Casimiro;
  • Andrey Kostin;
  • Paolo Fiorentino;
  • Luigi Roth;
  • Igor Sechin;
  • Manuela Soffientini.



The system of Corporate Governance adopted by Pirelli & C. S.p.A. since 2000 provides for the establishment of a Committee for Internal Control and Corporate Governance.

The Board of Directors of the Company, in its meeting on July 10, 2014, confirmed the establishment of this Committee renamed Committee for Internal Control, Risks, Sustainability and Corporate Governance.

The Committee has consultative and recommendation functions and has the mission to ensure, with appropriate investigation of the risk management system on the one hand and the efficiency, effectiveness and correctness of the internal control system and the corporate governance framework in general on the other.

The Committee consists of three members, exclusively non-executive, and on the basis of the approach recommended by the Self-Regulatory Code of the Italian Stock Exchange, all independent.

The Committee is appointed by the Board of Directors (which also appoints the Chairman) and remains in office for the entire term of office of the Board of Directors.

Moreover, the Committee is also assigned the tasks of the Committee for Related Parties Transactions required under Consob regulations and by the Procedure for Related Parties Transactions adopted by the Company, with the sole exception of issues pertaining to the remuneration of directors and managers with strategic business responsibilities, entrusted to the Remuneration Committee.

At least one member of the Committee has adequate experience in accounting and finance, as assessed by the Board of Directors on appointment.

The entire Board of Statutory Auditors is entitled to attend Committee meetings.

Operation

Activities and tasks

Last Revised: 18 Jul 2014