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 April 21, 2011, established for the duration of the term of office of the Board, the following Committees:

Committee for Internal Control, Risks and Corporate Governance
comprising the following Directors:
* Directors with adequate financial and accounting experience

Remuneration Committee
comprising the following Directors:
* Directors with adequate experience of financial and remuneration issues

Appointments and Successions Committee
comprising the following Directors:

Strategies Committee
comprising the following Directors:



The system of Corporate Governance adopted by Pirelli & C. SpA, since 2000, provides for the establishment of a Remuneration Committee.

The Board of Directors of the Company, in its meeting on 21 April 2011, confirmed the establishment of this Committee.

Since 2009, the Committee consists of four members, exclusively non-executive, and on the basis of a more rigorous approach than that 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, exclusively pertaining to issues of remuneration of directors and managers with strategic business responsibilities.

At least one member of the Committee has adequate experience in financial and remuneration issues, 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: 27 Feb 2014