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. 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.
In particular, the following Directors were considered to be independent: Carlo Acutis, Anna Maria Artoni, Alberto Bombassei, Franco Bruni, Luigi Campiglio, Paolo Ferro-Luzzi, Pietro Guindani, Elisabetta Magistretti, Francesco Profumo, Luigi Roth and Carlo Secchi.

TABLE OF DIRECTORS IN OFFICE

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
%BoD: indicates the percentage of Board meetings attended by the director

⁽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 firstly started its own performance self-evaluation practice in 2006, (namely " Board performance evaluation"), thus conforming to the best International Corporate Governance models, and complying with the provisions set forth by the Self-Regulatory Code for Listed Companies by Borsa Italiana.

Directors not only expressed their views of some topics that emerged during the previous year's assessment, checking on any improvements noted, but were also asked to express their opinions, primarily on the following aspects:

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.