The Composition of the Board of Directors

On June 12, 2014, the Shareholders' Meeting renewed the Board of Directors of the Company, establishing as fifteen the number of directors, each with a three-year term of office (i.e. until the Shareholders' Meeting convened to approve the financial statements of the Company as at December 31, 2016).
By adoption of slate voting, minorities were able to appoint three directors, one-fifth of the total.

At the Shareholders' Meeting held on June 12, 2014, two slates were presented: one by Camfin S.p.A..(1) and one by a group of asset management companies and financial intermediaries also international (2). Those proposing the slates made the candidates' profiles available to shareholders in order for them to take note in advance of their personal and professional characteristics, as well as, for certain candidates, possession of the qualification of independent.
The curricula vitae of each director, presented when the slates were filed, were published on the Company website, where they remain available in an updated version.

On July 10, 2014, six directors have resigned from their position. At the same date, the Board of Directors has coopted six directors.

The Board of Directors, on the basis of available information and the statements made by the interested parties, has confirmed the existence of the requisites of independence of all Directors who declared so at the time of their appointment. The same evaluations are made periodically by the Board of Directors as well as following the appointment of new Directors.

Nowadays, seven directors have been confirmed as independent directors both according to the Consolidated Finance Act (TUF) and the principles of the Self-Regulatory Code of the Italian Stock Exchange


The current composition of the Board of Directors of Pirelli & C. S.p.A. is shown in the table below.

 

TABLE OF DIRECTORS IN OFFICE

Name Office In office since State Exec. Non Exec. Ind.* Ind.
TUF*
Marco Tronchetti Provera Chairman and MD 12/06/2014 Maj. X      
Alberto Pirelli Deputy Chairman 12/06/2014 Maj. X      
Anna Maria Artoni Director 12/06/2014 Maj.   X X X
Didier Casimiro (3) Director 10/07/2014  -      
Paolo Fiorentino Director 12/06/2014 Maj.   X    
Ivan Glasenberg (3) Director 10/07/2014  -  
Andrey Kostin (3) Director 10/07/2014  -  
Petr Lazarev (3) Director 10/07/2014  -   X    
Elisabetta Magistretti Director 12/06/2014 Min.   X X X
Gaetano Micciché Director 12/06/2014 Maj.   X    
Paolo Pietrogrande Director 12/06/2014 Min.   X X X
Luigi Roth Director 12/06/2014 Maj.   X X X
Igor Sechin (3) Director 10/07/2014  -      
Manuela Soffientini Director 12/06/2014 Min.   X X X
Igor Soglaev (3) Director 10/07/2014  -      



LEGEND

State: Maj./Min. on the basis of whether the director was elected from a slate voted for by the majority or by a minority (art. 144- decies of the Consob Regulations for Issuers)
Exec.: indicates, where present, that the director can be qualified as executive
Non. Exec.: indicates, where present, that the director can be qualified as non-executive
Ind. : indicates, where present, that the director can be qualified as independent according to the criteria established by the Self-Regulatory Code
Ind. TUF: indicates, where present, that the director meets the requirements of independence set out by article 148, paragraph 3, of the TUF (Consolidated Finance Act), or article 144- decies of the Consob Regulations for Issuers

(1)also in the name and on behalf of the subsidiares Cam Partecipazioni S.p.A. and Cam 2012 S.p.A..
(2)AcomeA SGR.p.A. AcomeA Italia fund manager; Anima SGR S.p.A. fund manager: Fondo Anima Geo Italia, Anima Star Italia Alto Potenziale e Fondo Anima Italia; APG Asset Management NV fund manager Stichting Depositary APG Developed Markets Equity Pool; Arca S.G.R. S.p.A. fund manager Arca BB e Arca Azioni Italia; Ersel Asset Management SGR S.p.A. fund manager Fondersel PMI; Eurizon Capital S.G.R. S.p.A. fund manager: Eurizon Azioni Area Euro e Eurizon Azioni Italia; Eurizon Capital SA fund manager: Eurizon Easy Fund Equity Italy, Eurizon Investment SICAV Europe Equities, Eurizon Easy Fund Equity Europe LTE, Eurizon Easy Fund Equity Euro LTE, Eurizon Easy Fund Equity Consumer Discretionary LTE, Rossini Lux Fund - Azionario Euro e Eurizon Easy Fund Equity Italy LTE; FIL Investments International fund manager Fidelity Funds - Italy Pool; Fideuram Investimenti S.G.R. S.p.A. fund manager Fideuram Italia; Fideuram Asset Management (Ireland) Limited fund manager: Fideuram Fund Equity Italy, Fideuram Fund Equity Europe e Fonditalia Equity Italy; Interfund Sicav gestore del fondo Interfund Equity Italy; Generali Investments SICAV in the name and on behalf of the following shareholders: GIS Small & Mid Cap Euro Equity e GIS Equity Italy; Mediolanum Gestione Fondi SgrpA fund manager Mediolanum Flessibile Italia; Mediolanum International Funds Limited – Challenge Funds; Pioneer Asset Management SA fund manager: Pioneer Funds – Italian Equity e Pioneer Investment Management SGRpA fund manager Pioneer Italia Azionario Crescita.
(3) In July 10, 2014 Piero Alonzo, Riccardo Bruno, Luciano Gobbi, Emiliano Nitti, Enrico Parazzini and Claudio Sposito, included in the slate presented by Camfin, have resigned from their position as Directors. In the same date, the Board of Directors has coopted Igor Sechin, Didier Casimiro, Andrey Kostin, Ivan Glasenber, Petr Lazarev and Igor Soglaev. The coopted Directors will expire in office at the next Shareholders’ Meeting.


BOARD PERFORMANCE EVALUATION

The Board of Directors, on the basis of available information and the statements made by the interested parties, has confirmed the existence of the requisites of independence of all Directors who declared so during presentation of the slates. The same evaluation was made by the Board of Directors following the appointment of Manuela Soffientini. In particular, the Board of Directors has determined that the majority of Directors (11 out of 20) can be considered independent, both according to the Consolidated Finance Act (TUF) and the stricter principles of the Self-Regulatory Code of the Italian Stock Exchange.

The current composition of the Board of Directors of Pirelli & C. S.p.A. is shown in the table below.

  • a Board performance evaluation: consisting of an evaluation by Directors principally concerning the operation of the Board and its Committees;
  • a directors' evaluation: focussed on examining in depth the Directors' opinions of the degree of effective participation in and knowledge of the Company by other Directors;
  • a self evaluation: involving self assessment by individual Directors of their own participation in and knowledge of the Company.

Outcoming data are subject to accurate insight by the Audit, Risks, Sustainability and Corporate Governance Committee, and they are also examined by the Board of Directors afterwards.

The Annual Report on Corporate Governance includes a description of methods and outcome of the said self-evaluation practice.


Last Revised: 30 Oct 2014