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:

Audit, Risks, Sustainability and Corporate Governance Committee
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 Board of Directors, in its meeting on 21 April 2011, established, for the first time, a strategies committee.

The Board of Directors of the Company, in its meeting on July 10, 2014, confirmed the establishment of the Strategies Committee.

Operation


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.

The Committee meets whenever its Chairman deems it appropriate or on request of at least one of its members, the Chairman of the Board of Directors or, if appointed, the Managing Director and, nevertheless, with appropriate frequency for the proper conduct of its duties.

The Committee appoints the secretary of the Committee and/or the individual meetings.

The Committee meetings are convened by notice sent, also by the Secretary of the Committee, on behalf of the Committee Chairman.

The documentation and information available (and in any case, that necessary) are transmitted to all members of the Committee sufficiently in advance in order to be able to express an opinion at the meeting.

For the validity of Committee meetings the presence of a majority of members in office is required and decisions are taken by majority of members present. Committee meetings may be held using telecommunication means and are regularly recorded in minutes by the office of the Secretary and transcribed into a specific register.

The Committee - which in executing its functions can make use of external consultants - has adequate financial resources to fulfil its duties with absolute independence of expenditure.

The Committee also has the right to access company departments and information for the execution of its assigned tasks, making use of the support of the Secretary to this end.

The Chairman of the Board of Statutory Auditors is invited to attend the meetings of the Committee.

Activities and tasks


The Committee has consultative and recommendation functions in defining the strategic business guidelines as well as in identifying and defining the terms and conditions of transactions of strategic importance.


In particular, the Committee:


  • examines the strategic, industrial and financial plans – including multi-year plans – of the Company and Group before they are submitted for examination by the Board of Directors;
  • assists the Board of Directors in assessing strategic transactions, initiatives and activities, and in particular:
    • entry into new geographic and business markets;
    • industrial alliances (e.g. joint ventures);
    • extraordinary capital transactions (mergers, demergers, capital increases, or reduction of capital for reasons other than reductions due to losses);
    • investment projects;
    • industrial and/or financial restructuring programmes and projects;
  • periodically examines the organisational structure of the Company and the Group, drawing up any suggestions and opinions to be given to the Board of Directors.
Last Revised: 29 Oct 2014