Board of Directors

The Board of Directors is responsible for the strategic guidance and supervision of the Company’s overall business activities, in line with the requirements relating to the traditional administration and control model and with the power to direct its overall administration and the power to intervene directly in a series of significant decisions necessary or useful to achieve the company purpose.

Indeed, the Board of Directors is empowered to assume the most important decisions in economic/strategic terms or in terms of the structural impact on operations, or functional to Pirelli exercising the control and policy-making activity.

When carrying out its duties, the Board of Directors avails of the support provided by special Board Committees with fact-finding, proposing and/or advisory duties, as well as managerial committees composed of senior management which implement the directives and the policies established by the Board of Directors and by the Executive Directors and collaborate with the latter to define the proposals to be submitted to the Board concerned.

The Board of Directors’ meetings are attended by members of management, at the invitation of the Chairman and the Managing Director, to favour precise and in-depth knowledge of the business engaged in by the Company and by the Group, as well as to favour access to senior management to enhance the Board of Directors’ ability to supervise the business activities4. In particular, the participation of the Operations General Manager, the Chief Technical Officer, the Chief Planning and Controlling Officer, the Chief Financial Officer, the Officer Responsible and the Senior Advisor Governance in the Board of Directors’ meetings to prepare the Company’s accounting documents is now a long-established practice. Other members of management may be invited, from time to time, to participate in individual meetings to discuss specific topics on the Agenda.

4 2011 Self-Disciplinary Code: Application Criterion 1.C.6.