PIRELLI - Supervisory Body

Supervisory Body

In its meeting on April 21, 2011, the Board of Directors of the Company voted to confirm, for the Board's term of office (and, therefore, until approval of the Company financial statements as at December 31, 2013), as members of the Supervisory Body by virtue of their office and in coherence with the structure foreseen in the Organisational Model:

(i) Director Carlo Secchi, Chairman of the Committee for Internal Control, Risks and Corporate Governance and Lead Independent Director;
(ii) Acting Company Auditor Paolo Domenico Sfameni and
(iii) the Director of the Internal Audit Function and Internal Control Officer, Maurizio Bonzi.

In the same meeting, the Board of Directors appointed Director Secchi Chairman of the Supervisory Body.

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The Supervisory Body is characterized by the following requirements:

- Autonomy and independence
The requirements of autonomy and independence are essential in order that the SB is not directly involved in operational activities which are the subject of its control activities. These requirements can be achieved by ensuring the unquestionability of the decisions of the SB by the bodies of the entity and foreseeing reporting activity to the Board of Directors;

- Professionalism
The SB must have technical and professional skills appropriate for the functions it is called upon to carry out; these characteristics, together with independence, ensure objectivity of judgement;

- Continuity of action
The Supervisory Body must:

constantly work on supervising the Organisational Model with the necessary powers of investigation;
be an internal structure so as to ensure continuity of supervision;
take care of implementation of the Organisational Model and ensure its constant updating;
not perform operational tasks that may affect the overall view of business activities required of it.

To carry out the assigned tasks, the Body is vested with the broadest powers. In particular:

activities carried out by the Supervisory Body can not be questioned by any other corporate organism or structure;
the Supervisory Body has free access to all Company functions - without any prior consent - to obtain any information or data deemed necessary for carrying out the tasks foreseen by Legislative Decree 231/2001;
the Supervisory Body may request the support of all structures of the Company or those which it makes recourse to (in particular, the Internal Audit Department and the Pirelli & C. SpA Group Compliance Department), or external consultants to collaborate in the execution of the task under the direct supervision and responsibility of the Body itself, as well as ask company representatives, identified case by case by the Supervisory Body, to attend the appropriate meetings;
the Supervisory Body, in order to carry out its activities, is assigned full financial/operational autonomy without expenditure limits.

Last Revised: 02 2011

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