The Company’s Board of Directors is composed of no less than 7 and no more than 23 members, in accordance with the Company Bylaws, who remain in office for 3 financial years (unless a shorter period is established by the Shareholders’ Meeting at the date of the appointment) and they may be re-elected.
The Board of Directors was composed of 20 Directors at the Date of the Report and was appointed by the Shareholders’ Meeting held on April 21, 2011 for 3 financial years, falling from office with the Shareholders’ Meeting convened to approve the Financial Statements as of and for the year ending December 31, 2013. At the Date of the Report the average age of the Directors in office was approximately 64 years with an average term in office of slightly less than 6 years. By adopting the voting slate system the so-called minorities were able to appoint 4 Directors, corresponding to one fifth of the total (in particular, the Directors Franco Bruni, Elisabetta Magistretti, Pietro Guindani and Francesco Profumo7). 2 slates were presented to the Shareholders’ Meeting held on April 21, 2011: one slate from the shareholders participating in the “Sindacato di Blocco Azioni Pirelli & C.” (Pirelli & C. Shareholders’ Agreement) that obtained 84% of the votes of the voting capital represented in the Shareholders’ Meeting8, and one slate from a group of institutional investors9 that obtained 15.6% of the votes of the voting capital represented in the Shareholders’ Meeting10. The updated version of the curriculum vitae of each Director is published on the Pirelli Internet website. The following events occurred during the 2013 financial year:
- the Shareholders’ Meeting to approve the Financial Statements for 2012 confirmed the Director Carlo Salvatori (co-opted on July 26, 2012), who subsequently resigned on October 16, 2013 and appointed prof. Jean Paul Fitoussi and Mr. Luca Rovati as Directors to substitute prof. Paolo Ferro-Luzzi (who died on November 11, 2012) and Mr. Mario Greco (who resigned on March 4, 2013);
- pursuant to Article 2386 of the Italian Civil Code, the Board of Directors appointed the following Directors (i) Mr. Paolo Fiorentino and Mr. Claudio Sposito in the meeting held on October 21, 2013 to substitute Mr. Vittorio Malacalza (who had resigned in May 10, 2013) and Ms. Giulia Maria Ligresti (who had resigned in July 24, 2013) and (ii) appointed Mr. Gaetano Micciché in the meeting held on November 5, 2013 to substitute Mr. Carlo Salvatori.
The Shareholders’ Meeting to approve the Financial Statements for 2013 will be called to resolve the appointment the Company’s “new” Board of Directors, due to fall from office, as mentioned previously, with the approval of the Financial Statements for the financial year ended as of December 31, 2013.
Table 3 illustrates the composition of the Board of Directors at the Date of the Report.
maximum number of positions held in other companies
The Board of Directors11 passed a resolution on April 21, 2011 confirming the Policy12, adopted by the Board of Directors in 200713, whereby, in principle, it was deemed that serving as a Director or Auditor in more than 5 companies other than those subject to management and coordination by Pirelli & C. S.p.A. or controlled by or affiliated therewith, was not considered compatible with the role of Director of the company when concerning (i) listed companies included in the FTSE/MIB index (or also in equivalent foreign indexes), or (ii) companies which engage in banking or insurance activities; moreover, it is not deemed compatible for the same Director to hold more than 3 executive positions in the companies described in sub (i) and (ii).
The offices held in several member companies of the same group are considered to be a single office and an executive position prevails over a non-executive position.
The Board of Directors retains the right to make a different assessment and this assessment is disclosed in the Report and the motives are to be duly substantiated.
Shareholders intending to present slates concerning the Board of Directors’ appointment at the time of the Board’s forthcoming renewal will be invited to examine the cited policy, as was the case at the date of renewal in 2011.
In the meeting held on March 27, 2014 the Board of Directors examined the positions held by individual Directors (based on the information duly notified by them) and after examination by the CICRCG it was found that all the Directors held a number of positions compatible with the role of a Director of Pirelli & C. in compliance with the policy adopted by the Company.
The principal offices held by the Directors in companies other than member companies of the Pirelli Group are detailed in an annex to the Report14.
7 Prof. Francesco Profumo resigned from the office as Director on November 16, 2011 following his appointment as a Minister of the Italian Republic. In the meeting held on March 1, 2012, the Board of Directors appointed Ms. Manuela Soffientini to substitute Prof. Francesco Profumo, in accordance with Article 2386 of the Italian Civil Code. Even though the Appointments and Succession Committee was responsible for defining the candidates to be submitted to the Board in order to proceed with co-option and to substitute an Independent Director, in this case the Committee concerned deemed it appropriate to involve Assogestioni to identify the candidate to be proposed to the Board to substitute Prof. Profumo, since he was a Board Member elected from the list presented by institutional investors under the auspices of Assogestioni. The latter proposed a list of two names to the Committee from which the Committee decided to propose Ms. Manuela Soffientini to the Board of Directors, also having considered the opportunity of a further enhancement of the gender diversity within the Board, and, as has been said, Ms. Manuela Soffientini was appointed in the Meeting held on March 1, 2012 and confirmed by the Shareholders’ Meeting held on May 10, 2012.
8 Data obtained from the summary statement of the votes cast in the Shareholders’ Meeting held on April 21, 2011 available on the Pirelli Internet website.
9 The minority list was presented by: Amber Capital Italia SGR S.p.A. (manager of the Amber Italia Equity fund); Amber Capital LP (manager of the PM Manager Fund, SPC); Amber Global Opportunities Master Fund Ltd.; Anima SGR S.p.A. (manager of the Europa, Sforzesco, Visconteo Italia, Iniziativa Europa, Anima Europa funds); APG Algemene Pensione Groep N.V. (manager of the Stichting Depositary APG Developed Markets Equity Pool fund); Arca Sgr S.p.A. (Manager of the Arca Azioni Italia and Arca BB funds); Ersel Sicav; Ersel Asset Management SGR S.p.A. (manager of the Fondersel Italia fund); Eurizon Capital SGR S.p.A. (manager of the Eurizon Focus Azioni Italia and Eurizon Italia 130/30 funds); Eurizon Capital SA (manager of the Eurizon Stars Fund European Small Cap Equity, Eurizon Stars Fund Italian Equity, Eurizon Easy Fund Equity Consumer Discretionary, Eurizon Easy Fund Equity Europe, Eurizon Easy Fund Euro, Eurizon Easy Fund Equity Italy funds); Fideuram Investimenti SGR S.p.A. (manager of the Fideuram Italia fund); Fideuram Gestions SA (manager of the Fonditalia Equity Italy, Fondiatalia Euro Cyclical, Fideuram Fund Equity Italy, Fideuram Fund Equity Europe, Fideuram Fund Equity Europe Growth funds); Interfund Sicav (manager of the Interfund Equity Italy fund); Kairos Partners SGR S.p.A. (manager of Kairos Italia – Hedge Fund); Mediolanum International Funds Limited (manager of the Challenge Funds); Pioneer Asset Management SA; Pioneer Investment Management SGR S.p.A. (manager of the Pioneer Azionario Crescita fund); Pioneer Alternative Investment Management Limited; Prima SGR S.p.A. (manager of the Prima Geo Italia S.p.A. fund).
10 Data obtained from the summary statement of the votes cast in the Shareholders’ Meeting held on April 21, 2011 available on the Pirelli Internet website.
11 Self-Regulatory Code: Application criterion: 1.C.3.
12 The cited Policy is annexed to the Report and is also available on the Company’s Internet website.
13 Board of Directors’ Meeting held on November 7, 2007. In the meeting held on March 8, 2011 the Board of Directors, after having acknowledged the amendments to the so-called unified banking law which entailed, inter alia, the abrogation of the so-called “special list” of companies operating in the financial sector aimed at the general public (the former Article 107 of Legislative Decree No. 385 of 1993 introduced with Legislative Decree No. 141/2010), resolved to adopt the foregoing amendment in the policy governing the maximum number of offices which previously also included the companies included in the foregoing list among the companies to be considered for the purposes of the “maximum number”, consequently, the reference made to such companies was eliminated.
14 Self-Regulatory Code: Application criterion 1.C.3.