14MB - Pirelli

more than 10 million euros (in the latter cases another Managing Director’s signature must accompany
the Chairman's signature).
Furthermore, the Chairman, Marco Tronchetti Provera, was confirmed as responsible for the
following organizational functions:
—— relations with shareholders and the information provided to them;
—— formulation of the general strategies and development policy for the Company and the Group,
and any extraordinary corporate actions, to be submitted to the Board of Directors;
—— proposals for the appointment of members of the General Managers’ departments and, after
consulting the Remuneration Committee, for their remuneration, to be submitted to the
Board of Directors;
—— chairmanship of the Managing committees with strategic functions;
—— coordination of the activities of Managing Directors, where appointed;
—— all forms of communication with the market, with the power to delegate to Managing Directors,
where appointed.
General Managers and other Managers
Powers pertaining to his specific assigned functions, are subject to certain quantitative limits,
have been granted to Claudio De Conto, Chief Operating Officer.
Less broad powers have been granted to other Managers of the Company to be used in their
individual spheres of competence.
As in the past, in 2008 the Chairman, the Chief Operating Officer and the Managers used their
delegated powers only for the ordinary management of the activities of the Company (in regard
to which the Directors were periodically informed) and submitted the significant transactions
to the Board of Directors.
In fact, delegation is not a way of assigning exclusive powers but is rather the solution adopted
by the Company to ensure the best degree of operational flexibility in terms of the organization
of the Board (and in terms of relationships with third parties).
Information to the Board
Pursuant to Article 11 of the bylaws and the prescriptions of Article 150, subsection 1 of the
FSA), the Board of Directors and the Board of Statutory Auditors are kept informed about
the performance of the Company, its general management, its prospects, and the transactions
with greatest impact on its profitability, financial position or assets and liabilities carried out
by the Company or its subsidiaries; in particular, the delegated bodies report any transactions
in which they have an interest, on their own account or on behalf of third parties, or that are
influenced by the person, if any, who performs management and coordination activities. Such
reports are made promptly and at least once every three months, on occasion of the Board of
Directors meetings (and the Executive Committee, if established) or by means of a written communication.
To foster the orderly organisation of the flow of information, the Company developed a specific
Procedure, in use since 2002, which clearly defines the rules to follow to comply with the information
reporting obligations.
After its renewal, in its meeting on 29 April 2008 the Board of Directors confirmed the validity
and applicability of the procedure on information flows adopted by the Board during its previous
mandate.
The purpose of the new procedure is to regulate and coordinate the various types of data flowing
to Directors and Auditors, so that they all have the common aim of making the data needed to properly
fulfil its directional, policy and control responsibilities continuously available to the Board.
The text of the procedure, reprinted at the end of this Report, is also available in the Governance
section of the Company website www.pirelli.com.
ANNUAL FINANCIAL REPORT 2008
99