Strategies Committee

Composition

The Board of Directors set up the Strategies Committee in the meeting held on April 21, 2011, and at the Date of the Report the Committee is composed of 9 Board Members, including 4 Independent Directors, and in particular39:

  • Marco Tronchetti Provera (Chairman);
  • Alberto Bombassei
  • Franco Bruni;
  • Paolo Fiorentino;
  • Gaetano Micciché;
  • Renato Pagliaro;
  • Manuela Soffientini;
  • Carlo Secchi;
  • Claudio Sposito;

It is important to note that compared to the Committee’s composition as at December 31, 2012 (i) on May 10, 2013 Mr. Vittorio Malacalza resigned as a Committee member; (ii) Mr. Claudio Sposito was appointed as a Committee member on October 21, 2013; (iii) Mr. Paolo Fiorentino and Mr. Gaetano Micciché were appointed as Committee members on November 5, 2013; (iv) Mr. Chiappetta, resigned as a Committee member effective from January 31, 2014. In this regard, it is important to note that Mr. Chiappetta will continue to support the Committee, of which he is no longer a member, due to the “new” role as Senior Advisor Governance. The Investor Relations function Manager (Valeria Leone) and the Sustainability and Risk Management function Manager (Filippo Bettini) act as Secretaries to the Committee.

Duties assigned to the Committee

The Committee has advisory and proposing functions when defining the strategic guidelines, as well as to identify and define the terms and conditions of individual transactions of strategic importance.

In particular, the Committee:

  • examines in advance the strategic, industrial and financial plans, also long-term plans of the Company and of the Group to be submitted to the examination of the Board of Directors;
  • supports the Board to assess transactions, initiatives and activities of strategic importance and, in particular:
    • entry in new markets, both geographic and business;
    • industrial alliances (for example: joint-ventures);
    • extraordinary transactions (merges, spin-offs, share capital increases or decreases other than decreases due to losses);
    • investment projects;
    • industrial and/or financial restructuring programmes and projects.

Operation

The Committee is appointed by the Board of Directors (and the Board also indicates the Committee’s Chairman) and remains in office for the Board of Directors’ entire mandate.

The Committee meets whenever its Chairman deems it appropriate, or when a request is made by at least one member, by the Chairman of the Board of Directors or by the CEO, if appointed, and however, as often as appropriate to ensure its functions are performed correctly.

The Committee appoints the secretary of its meetings.

The Committee’s meetings are convened by a notice, also sent by the secretary, at the request of the Committee Chairman.

The documentation and the information available (and in any event, the documentation and information required) are transmitted to all the Committee members sufficiently in advance to enable the members to express their opinion in the meeting.

The Committee’s meetings are validly constituted provided the majority of its members in office are present and the resolutions are passed with the absolute majority of the members in attendance. The Committee’s meetings may also be held using telecommunications media and are regularly reported under the responsibility of the Secretariat office and transcribed in the special register.

The Committee has adequate financial resources to perform its duties with absolute expenditure autonomy and may avail itself of external consultants when performing its functions.

The Chairman of the Board of Statutory Auditors is invited to attend the Committee’s meetings.

Activities performed during the financial year

The Strategies Committee met 3 times during the 2013 financial year; the average duration exceeded one hour and 30 minutes; the tables provided at the end of the Report summarise the participations of the members in the Committee’s meetings recorded during the 2013 financial year.

In particular, the Committee examined industrial partnership scenarios and/or enhancement of the steelcord business unit, as well as the preliminary guidelines and the subsequent integral version, referred to the “new” 2013-2017 Industrial Business Plan.

39 The reader is referred to Table 4 for further details.