Group companies are committed to ensuring equal treatment for all categories of shareholders, avoiding any preferential treatment. The reciprocal benefits that derive from belonging to a group of companies are pursued in accordance with the relevant legislation and the autonomous interests of each Group Company as it seeks to create value” (article 3 of the Ethical Code - Shareholders).
This subsection begins with an overview of the company’s shareholding structure and then goes on to focus on the different methods for dialogue and interaction between the company and the Shareholders/Financial Community.Ordinary shares are the most common form of holding in the company’s share capital, conferring voting rights at ordinary and extraordinary shareholders’ meetings. Among other functions, these meetings serve to approve the financial statements, appoint the members of the company bodies and modify the articles of association.
Based on the data in the shareholders’ register, the body of ordinary shareholders is made up of a component of “core” shareholders who hold approximately 53% of the ordinary share capital. The remaining 47% of this capital (known as ‘free float’) is jointly subdivided between Institutional Investors (10% of whom are foreign) and Retail Investors (numbering approx. 107,000). The “core” shareholders adhere to a shareholders’ agreement (the “Pirelli & C. S.p.A. Shareholders’ Agreement”), aimed at ensuring a stable shareholder base. At the present time this agreement includes around 46.2% of the ordinary shares issued.
Savings shares confer to their holders a series of rights listed in article 6 of the articles of association of Pirelli & C, in addition to a privileged position in the distribution of profits. In this regard, article 18 sets the preferential withdrawal on annual earnings (known as the ‘preferential dividend’) as 7 per cent of the nominal share value of these shares (0.52 euro). The earnings remaining after the assignment of the above dividend are divided among all shares so that the savings shares receive a larger dividend than ordinary shares, by an amount of at least two per cent of the nominal share value. Finally, it should be noted that if the company does not distribute profits (i.e. it distributes less than 7 per cent of the nominal value), savings shareholders have the right to recover the minimum dividend for this period in the following two periods.
Savings shareholders do not have voting rights or the right to ask questions at ordinary shareholders’ meetings. However, they can attend the special savings shareholders’ Meeting to elect (or dismiss) their Common Representative and to deliberate resolutions on topics concerning their share category. Among other things, the Common Representative has the right to attend the ordinary shareholders’ meetings of the company (as an observer), regardless of their nature or agenda, and to contest resolutions adopted by the meeting.
It is the company’s policy to take advantage of the shareholders’ meetings to disseminate information about the company and its prospects to the shareholders. This is carried out in compliance with the regulations governing the confidentiality of information and therefore where necessary this information is simultaneously released to the market. Great care is also taken in the choice of location, date and time of the meeting, in order to facilitate the attendance of shareholders. Finally, the company has adopted a series of Regulations for Shareholders’ Meetings. This document regulates ordinary and extraordinary shareholders’ meetings, and it guarantees each member the right to speak on the topics under discussion.
A top priority of Pirelli & C. S.p.A. is the establishment and maintenance of constant dialogue with its shareholders and with institutional investors. This has also been formally set out in the Investor Relations Policy. To this end, in the early 90s the Company set up an Investor Relations Department, tasked with implementing an ongoing programme of communication and dissemination of information to the financial community and in particular to investors (Institutional and Retail), financial analysts and sales representatives.
Relations with the financial community are maintained through the organisation of meetings or conference calls to present the Company’s periodic economic and financial results and the related strategies for development. In 2007, over 200 of these were conducted, with many involving investors operating in new financial markets for Pirelli, such as the Emirates (Dubai, Abu Dhabi), China (Shanghai, Hong Kong) and Japan (Tokyo). Relations were also enhanced with the Stock Markets of Shanghai, Hong Kong, Taipei and Tokyo.
As regards the actions taken by the company Pirelli & C. Real Estate S.p.A. (also listed on the electronic trading system managed by the Italian stock exchange) in which Pirelli & C. S.p.A. has a 53.7% holding, details of the meetings held with the financial community in 2007 are provided below:
- Active participation in 8 conferences promoted by financial institutions.
- 2 conference calls with investors and analysts to comment on the half yearly performance and year end results.
- 230 one-to-one meetings with institutional investors and around 60 meetings/conference calls with analysts.
- 7 road shows in the main financial markets (Milan, London, Paris, New York, Amsterdam, Brussels, and Zurich).
The Group also pays particular care and attention to relations with rating agencies geared to sustainability. In 2007, Pirelli saw a sharp increase in its ratings in the Dow Jones Sustainability, FT4Good, Kempen, Axia and ASPI indexes.
At the beginning of 2008, Pirelli was also declared the 2008 World sustainability Leader in the “Autoparts and Tyres” Sector and a Gold Class Company by the Sustainability Asset Management Group (SAM), within the prestigious Sustainability Yearbook 2008, published by the Sustainable Asset Management Group in collaboration with PricewaterhouseCoopers and presented in January at the World Economic Forum in Davos.
One of the methods for disseminating information that deserves special mention is the internet. The Group has enhanced the homepage of www.pirelli.com, both in terms of graphics and content, which is now more readily accessible. From the website’s home page visitors can access the investor relations section, which contains all the documents distributed at meetings with the financial community, the documents containing published economic and financial information about the company, and all the other documents relating to the company’s Corporate Governance system.
A further indication of the importance that Pirelli attaches to the market is the fact that both the Group parent company, Pirelli & C. S.p.A., and its subsidiary Pirelli & C. Real Estate S.p.A. have prepared an innovative information tool exclusively for retail investors: the Shareholders’ Manual. This document is the end product of company experience based on international best practices, and may be downloaded from the “Investors” area of the Pirelli Group web site.