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. SpA, since 2000, provides for the establishment of a Remuneration Committee.

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

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, 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


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.

Usually 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 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.

Activities and tasks


The Committee has consultative, recommendatory and supervisory functions to ensure the definition and implementation within the Group of remuneration policies, on the one hand, aimed at attracting, motivating and retaining resources in possession of the professional skills required to successfully achieve the Group objectives and, on the other, able to align the interests of management with those of shareholders.

In particular, the Committee:

  • assists the Board in defining the Group General Remuneration Policy;
  • periodically assesses the adequacy, the overall consistency and practical application of the General Remuneration Policy and Implementation Criteria;
  • with reference to directors with special duties, to general managers and managers with strategic responsibilities, formulates proposals to the Board
    • for their remuneration, in coherence with the General Remuneration Policy;
    • for setting performance targets related to the variable component of such remuneration;
    • for the definition of any non-competition agreements;
    • for the definition of any agreements for termination of employment on the basis of the principles established in the General Remuneration Policy;
  • with reference to managers with strategic responsibilities, verifies that their remuneration is coherence with the General Remuneration Policy and expresses an opinion according to the Related Parties Transactions;
  • assists the Board in examining proposals to the Shareholders Meeting on the adoption of remuneration plans based on financial instruments;
  • monitors the implementation of decisions adopted by the Board, verifying in particular the actual achievement of performance targets set;
  • examines and submits to the Board of Directors the Annual Remuneration Report which, individually for each member of the Boards of Directors and Board of Statutory Auditors, for general managers and in aggregate form for managers with strategic responsibilities:
    a) provides an adequate representation of each of the items comprising the remuneration;
    b) analytically describes the remuneration paid in the reference period for any reason and in whatever form by the Company and its subsidiaries.

Last Revised: 25 Jul 2014