Corporate Governance Evolution

Pirelli approved a global tax policy based on transparency and strong and mutually respectful relationship with Authorities.  
Pirelli has assigned to the Audit, Risks, Sustainability and Corporate Governance Committee sustainability tasks.  
Pirelli has renewed the Board of Directors of the Company, composed by fifteen directors of which seven independent directors and one-fifth appointed by the so-called Shareholders' minority.  
Pirelli adopted the new Long Term Incentive Plan 2014/2016.  

The Company, confirming as valid and effective its procedure for transactions with related parties, has modified the same procedure with minor changes.  
The Company has adopted the Anti-corruption program, called "Premium Integrity” program, garrison of reference relating to the prohibition of corrupt practices.  
The Company has approved changes to the Organisational Model 231 deemed appropriate in connection with the introduction of the offense of "private corruption" among the cd. offenses of administrative liability of entities under the Decree. 231/2001.  
Reduction to 1% of the minimum percentage of the ordinary share capital required to present a slate for the appointment of Directors and Statutory Auditors (without prejudice to the adoption of any lower percentage threshold stipulated by Consob) and amendments to the Code of Conduct in order to make it more stringent on behaviors that may integrate the crime of corruption among privates.  
Amendments to the Bylaws to align it with the law relating to gender balance on Boards of Directors and Board of Statutory Auditors of listed Companies. (127Kb)

Adhesion to the new Self-Regulation Code for Listed Company, published in December 2011.  
Amendment to the Bylaws to the regulatory provisions concerning the Annual General Meeting.  

Institution of the Nominations and Successions Committee.  
Amendment to the Bylaws to the regulatory provisions,in particular (i) with Legislative Decree No. 27 dated January 27, 2010 concerning the “Implementation of Directive 2007/36/EC, regarding the exercise of certain rights of shareholders in listed companies” and (ii) with Legislative Decree No. 39 also dated January 27, 2010, concerning the “Implementation of directive 2006/43/EC regarding the statutory auditing of the annual and consolidated accounts, amending directives 78/660/EEC and 83/349/EEC and abrogating directive 84/253/EEC”.  
Amendments to the Organisational Model 231 deemed appropriate to take into account the introduction of environmental offences among the presumed offences provided for under corporate liability, pursuant to Legislative Decree No. 231  
Approved the Remuneration Policy for 2012.  

Updated version of the Ethical Code has been distributed to all Group employees through a specific internal communication campaign, now available in 22 languages
New By Laws. By Laws(88KB)
Approved Procedures for Transactions with Related Parties also in order to implement the regulation adopted by Consob in 2010.  

Adopted a new "Risk assessment and risk management" model.
Adopted the Group's "Whistle-blowing" procedure, a key tool for enforcing compliance with the Code.
Adopted the new Long Term Incentive Plan 2009/2011.  

Adhesion to all the recommendations contained in the new Self-Regulation Code for Listed Companies, published in March 2006  
New procedure regarding the flow of information to Directors and Statutory Auditors, which in renewing the previous procedure for carrying out of obligations as per art. 150, first paragraph, Legislative Decree no. 58 of 1998, has the objective of guaranteeing a coordinated flow of information to the boards of directors and auditors Procedure for information flows to Directors and Auditors(162KB)
New code on insider dealing which aims to establish in a self-regulatory way – above and beyond governing laws and regulations – obligations for abstaining, in certain periods of the year ( so-called black-out periods ), from carrying out transactions on financial instruments of the Company, applying to directors, statutory auditors, and managers of Pirelli & C. or its main subsidiaries with strategic responsibility. Insider Dealing-Black out Periods(87KB)

Self-evaluation of the Board of Directors Performance (officially called a "Board performance evaluation"), thus adhering to international best practices and the provisions in the new Code of Conduct  
Adopted the Procedure for the Management and Public Disclosure of Inside Information for all the members of the corporate organs, the employees and the external collaborators of the Pirelli Group, who may access to inside information as well as to information which could become such Procedure for the Management and Public Disclosure of inside Information(83KB)

Appointed a Lead Independent Director Lead Independent Director(59KB)
Appointed the new Board of Directors with one fifth of the members determined by the minorities and half of the Board members independent Corporate governance(19KB)

Amendment of the By Laws with the introduction of the Cumulative Vote and the possibility for minorities to appoint one fifth of the members of the Board of Directors  
Approved the "Regulations for Shareholders' Meetings"  

Conversion into Società per Azioni (Public Limited Company) of Pirelli & C. Spa  
"Ethical Code"  
"231 Organizational Model"  

Adopted the "Code of Conduct for Insider Dealing"  
Adopted the "Procedure for compliance with the requirements of article 150 of the legislative decree 58/1998"  
Adopted of the "Rules of Conduct for effecting transactions with related parties"

Adopted the "Corporate Governance Code" recommended by Borsa Italiana  
Established the "Committee for Internal Control and Corporate Governance"

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Last revised: 29 Oct 2014