The Composition of the Board of Directors

On April 21, 2011, the Shareholders' Meeting renewed the Board of Directors of the Company, establishing as twenty 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, 2013).
By adoption of slate voting, minorities were able to appoint four directors, one-fifth of the total.

At the Shareholders' Meeting held on April 21, 2011, two slates were presented: one by the shareholders belonging to the Pirelli & C. Share Block Syndicate (1) and one by a group of asset management companies and institutional investors (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.

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 evaluations are made periodically by the Board of Directors as well as following the appointment of new Directors. In particular, the Board of Directors has determined that the majority of Directors 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.

TABLE OF DIRECTORS IN OFFICE

Name Office In office since State Exec. Non Exec. Ind.* Ind.
TUF*
Marco Tronchetti Provera Chairman and MD 21/04/2011 Maj. X      
Alberto Pirelli Deputy Chairman 21/04/2011 Maj. X      
Carlo Acutis Director 21/04/2011 Maj.   X    
Anna Maria Artoni Director 21/04/2011 Maj.   X X X
Gilberto Benetton Director 21/04/2011 Maj.   X    
Alberto Bombassei Director 21/04/2011 Maj.   X X X
Franco Bruni Director 21/04/2011 Min.   X X X
Luigi Campiglio Director 21/04/2011 Maj.   X X X
Paolo Fiorentino Director 21/10/2013 -   X    
Jean Paul Fitoussi Director 13/05/2013 -   X X X
Pietro Guindani Director 21/04/2011 Min.   X X X
Elisabetta Magistretti Director 21/04/2011 Min.   X X X
Gaetano Micciché Director 05/11/2013 -   X    
Massimo Moratti Director 21/04/2011 Maj.   X    
Renato Pagliaro Director 21/04/2011 Maj.   X    
Luigi Roth Director 21/04/2011 Maj.   X X X
Luca Rovati Director 13/05/2013 -   X    
Carlo Secchi Director 21/04/2011 Maj.   X X X
Manuela Soffientini Director 01/03/2012 -   X X X
Claudio Sposito Director 21/10/2013 -   X    

The Shareholders meeting held on May 10, 2012, appointed as board members Manuela Soffientini and Giuseppe Vita, both already co-opted on March 1, 2012. Giuseppe Vita resigned from his position as Board member on May 25 2012 and on July 26, 2012 the Board of Directors has co-opted Carlo Salvatori.
Giovanni Perissinotto resigned from his position as Board member on July 20, 2012 and on November 12, 2012 Mario Greco was co-opted in his place. On March 4, 2013 Mario Greco resigned from his position as Board Member.
On May 10, 2013 Vittorio Malacalza has tendered his resignation from the position of Deputy Chairman and Member of the Board.
The Shareholders meeting held on May 13, 2013, appointed as board members Jean Paul Fitoussi, Luca Rovati and Carlo Salvatori (already coopted).
On July 24, 2013 Giulia Maria Ligresti has tendered her resignation from the position of Member of the Board.
On October 16, 2013 Carlo Salvatori has tendered her resignation from the position of Member of the Board.
On October 21, 2013 the Board of Directors co-opted Paolo Fiorentino and Claudio Sposito.
On November 05, 2013 the Board of Directors co-opted Gaetano Micciché


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)Camfin, Mediobanca, Edizione, Fondiaria-Sai, Allianz, Assicurazioni Generali, Intesa Sanpaolo, Sinpar and Massimo Moratti.
(2)Amber Capital SGR SpA (Amber Italia Equity fund manager); Aber Capital LP (PM Manager Fund SPC fund manager), Amber Capital LP - Amber Global Opportunities Master Fund Ltd; Anima SGR S.p.A. (Europa, Sforzesco, Visconteo, Italia, niziativa Europa, Anima Europa fund manager); APG Algemene Pensioen Groep N.V. (Stichting Depositary APG Developed Markets Equity Pool fund manager) Arca SGR S.p.A. (Arca Azioni Italia and Arca BB fund manager); Ersel Sicav; Ersel Asset Management SGR S.p.A. (Fondersel Italia fund manager); Eurizon Capital SGR S.p.A. (Eurizon Focus Azioni Italia and Eurizon Azioni Italia 130/30 fund manager); Eurizon Capital SA (Eurizon Stars Fund European Small Cap Equity, Eurizon Stars Fund Italian Equity, Eurizon Easy Fund Equity Consumer Discretionary, Eurizon Easy Fund Equity Europe, Eurizon Easy Fund Equity Euro, Eurizon Easy Fund Equity Italy fund manager); Fideuram Investimenti SGR S.p.A. (Fideuram Italia fund manager); Fideuram Gestions SA (Fonditalia Equity Italy, Fonditalia  Euro Cyclical, Fideuram Fund Equity Italy, Fideuram  Fund Equity Europe, Fideuram Fund Equity Europe Growth fund manager); Interfund Sicav (Interfund Equity Italy fund manager); Kairos Partners SGR S.p.A. (Kairos Italia – Fondo Speculativo fund manager); Mediolanum International Funds Limited – Challenge Funds; Pioneer Asset Management SA; Pioneer Investment Management SGRpA (Pioneer Azionario Crescita fund manager); Pioneer Alternative Investment Management Limited and Prima SGR S.p.A. (Prima Geo Italia S.p.A. fund manager).


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 Committee for Internal Control, Risks and Corporate Governance, 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: 05 Nov 2013