Role of the Board Directors

The Company Bylaws envisage a minimum quarterly interval between Board Meetings15. Pirelli has circulated a calendar that schedules 4 meetings for the 2014 financial year:

  • March 11, 2014: Board of Directors’ meeting to examine the draft Financial Statements and the Consolidated Financial Statements as of December 31, 201316;
  • May 7, 2014: Board of Directors’ meeting to examine the interim report on operations as of March 31, 2014;
  • August 5, 2014: Board of Directors’ meeting to examine the half-yearly financial report as of June 30, 2014;
  • November 6, 2014: Board of Directors’ meeting to examine the interim report on operations as of September 30, 2014.

A Board of Directors meeting is also foreseen at the end of the Shareholders’ Meeting to approve the 2013 financial statements called to appoint the Company’s “new” administrative body.

THE BOARD OF DIRECTORS PLAYS A CENTRAL ROLE IN THE STRATEGIC GUIDANCE, AS WELL AS IN SUPERVISING THE COMPANY'S OVERALL BUSINESS ACTIVITIES

Directors and Auditors have always received the necessary documentation and information with sufficient notice in order to express their informed opinion on the matters submitted to their examination.

In general, the documentation to be examined by the Board of Directors is sent during the three days prior to the Board meeting, this notice is generally deemed to be fair for the transmission of documentation17.

In the limited and exceptional cases in which it has not been possible to transmit the documentation with adequate notice, complete information concerning the matter to be examined was provided during the Board Meeting, thereby assuring informed resolutions were passed.

FunCTION OF THE BOARD OF DIRECTORS

The Board of Directors plays a central role in the strategic guidance, as well as in supervising the Company’s overall business activities, with the power to guide the overall administration and the power to intervene directly in the decisions necessary or useful to achieve the company purpose.

The Board of Directors represents the body responsible for making the most important decisions in terms of the economic/strategic aspects or in terms of the structural impact on operations or functional to exercising Pirelli’s policy-making and control activity.

In particular, the Board of Directors18:

  • examines and approves the strategic, industrial and financial plans of the Company and of the Group, periodically monitoring the implementation;
  • draws up and adopts the Company’s corporate governance rules and defines the Group’s corporate governance guidelines;
  • defines the guidelines for the internal control system and appoints a Director designated to supervise the internal control system, defining the respective duties and powers;
  • supervises the risk management process, defining the acceptable overall risk threshold (so-called risk appetite);
  • evaluates the adequacy of the general organisational, administrative and accounting structure of the Company and of the subsidiaries of strategic importance;
  • establishes one or more Board Advisory Committees, appointing the members and establishing the duties, powers and fees;
  • confers and revokes the powers on the Managing Directors and on the Executive Committee – if established – defining their limits and operating procedures also establishes the frequency, however, not more than on a quarterly basis, with which the delegated bodies are to report to the Board concerning the activity performed when exercising the powers of attorney;
  • defines the general remuneration policy;
  • determines the remuneration of the Managing Directors and the other Directors who have special duties after having examined the proposals submitted by the Remuneration Committee and after consulting with the Board of Statutory Auditors, as well as subdividing the total remuneration due to the Board Members, if the Shareholders’ Meeting has not already resolved this aspect;
  • evaluates the general operating performance, in particular, taking into consideration the information received from the delegated bodies, as well as periodically comparing the results achieved with the planned results;
  • examines and approves in advance the transactions involving the Company and its subsidiaries, when such transactions have a significant strategic, economic, equity or financial impact;
  • evaluates the size, composition and operation of the Board and its Committees, at least once a year, possibly expressing opinions concerning the professional figures whose presence on the Board is deemed appropriate;
  • establishes the Supervisory Body, pursuant to Legislative Decree No. 231 dated June 8, 2001;
  • appoints the General Managers and the Director responsible for preparing the Company’s accounting documents, determining their responsibilities and powers and identifies the Directors with strategic responsibilities;
  • appoints and revokes the internal control officer based on the proposal made by the Director appointed to supervise the internal control system and determines the Officer’s duties and remuneration, after having heard the opinions of the CICRCG and the Board of Statutory Auditors;
  • assesses and approves the periodic statement documentation envisaged by the applicable laws and regulations;
  • assesses and approves the transactions with related parties, in accordance with the conditions envisaged by the Procedure for Transactions with Related Parties;
  • prepares the proposals to be submitted to the Shareholders’ Meeting;
  • exercises the other powers and fulfils the duties assigned to it by law and by the Company Bylaws.

15 Article 11 of the Company Bylaws.
16 On February 7, 2014, the Company informed the market of the change from March 11, 2014 to March 27, 2014 of the Board of Directors’ meeting to examine the draft Financial Statements and the Consolidated Financial Statements, as of December 31, 2013.The change of date followed the announcement by the subsidiary company Prelios S.p.A. of the deferment of the Board of Directors’ meeting to examine the draft Financial Statements and the Consolidated Financial Statements as of December 31, 2013.
17 2011 Self-Regulatory Code: Application criterion 1.C.5.
18
Self-Regulatory Code: Application criterion 1.C.1., sub-section. a).