Board Commitees

The Board of Directors' activities are supported by:
• The Remuneration Committee
• The Committee for Internal Control and Corporate Governance

The Board of Directors decided not to establish a subcommittee charged with nominating candidates for the position of Director, since the conditions envisaged by the Code for its establishment do not exist, because of the current ownership structure and, above all, because of the provision for the slate system in the by-laws, given the transparency this mechanism ensures in the selection of candidates. Moreover, the Board of Directors it has given the Committee for Internal Control for Risk and Corporate Governance the power to identify candidates to propose to the Board in the event that an independent Director is to be co-opted.


Committee for Internal Control for Risk and Corporate Governance Remuneration Committee



The Board established the Committee for Internal Control for Risk and Corporate Governance, charged with fact-finding and advisory functions, from amongst its members in the year 2000.

 In line with best practices and in full compliance with the recommendations in the Self-Regulatory Code, the Committee appointed by the Board of Directors in its meeting on 29 April 2008 is exclusively composed of the following independent Directors:

  • Mr. Carlo Secchi (Chairman) 
  • Mr. Carlo Angelici
  • Mr. Cristiano Antonelli
  • Mr. Franco Bruni
  • Mr. Luigi Roth
two of whom possess adequate accounting and financial experience.

The Secretary to the Board of Directors acts as secretary to the Committee.
The "Committee for Internal Control and Corporate Governance" is entrusted with investigating and consulting powers relating to the following tasks.

  • assists The Board of Directors:

      º  in the definition of policies for the internal control system, so that the principal risks for the Company and its subsidiaries
         are correctly identified and adequately measures, managed and monitored, and also in the determination of criteria for
         the compatibility of these risks with healthy and correct management of the business;       
      º  in the identification of an executive director (normally a Managing Director) charged with supervising the operations of
         the internal control system;       
      º  in the evaluation, at least annually, of the adequacy, efficacy and effective operation of the internal control system;       
      º  in the description of the essential elements of the internal control system in the corporate governance report, expressing
         its evaluation of the system's overall adequacy;

  • expresses an opinion on proposals to appoint, revoke or assign tasks relating to the internal control officer;
  • evaluates the correct use of accounting principles and their homogeneous application inside the Group and for the purpose of drawing up the consolidated financial reports;
  • at the request of the executive manager with specific responsibility (for risk management), expresses opinions on specific aspects of the identification of the main company risks and on the design, implementation and management of the internal control system;
  • reviews the work plan prepared by the internal control officers, from whom it receives periodic reports;
  • evaluates the proposals formulated by independent auditors in order to obtain the commission, as well as the audit plan and the results set out in the auditors' report and in the letter of suggestions, if produced;
  • monitors the efficacy of the audit process;
  • monitors the respect of the principles that the Company has formulated for execution of transactions with related parties;
  • reports to the Board of Directors, normally in the first available meeting, on the activity carried out and in general on the adequacy on the internal control system when the annual and half-yearly financial reports are being approved;
  • rules of corporate governance and their periodic updating, and respect for any rules of conduct adopted by the Company and its subsidiaries. It is also responsible for proposing the methods for and times at which the Board of Directors should perform its annual self-evaluation;
  • if an independent Director should be replaced, it proposes candidates for co-opting to the Board of Directors;
  • it performs the further tasks assigned to it by the Board of Directors, also in relation.

In line with the "Procedure for information flows to Directors and Auditors". The Committee has the right to consider, on a case by case basis, the following correlated parties:

  1. companies in which the natural persons indicated in the procedure mentioned above hold strategic management roles, and the companies controlled by these companies;
  2. companies which share a majority of directors with Pirelli.
The Committee - which may also request the assistance of external consultants in fulfilling its mandate - meets whenever its Chairman deems it appropriate or a meeting has been requested by another member of the committee or by a Managing Director.
The Board of Statutory Auditors and, if deemed appropriate, other Company and/or Group representatives attend the meetings of the Committee.

The information and documents available and required for informed deliberation of the material submitted to the committee have always been circulated to all members reasonably in advance.

The Committee has adequate financial resources for the performance of its duties with independent expenses.

In accordance with the provisions of the Self-Regulatory Code43, the Committee also has the right to access company information and departments as necessary for the execution of the tasks assigned to it, making use of the support of the Secretary of the Board of Directors.


Last Revised: 30 2009