14MB - Pirelli

EXTRAORDINARY SESSION CONSOLIDATED FINANCIAL STATEMENT SUSTAINABILITY REPORT DIRECTORS' REPORT PRELIMINARY INFORMATION
Keeping the Register
A) Projects/Events
At the start of a Project/Event which is an expression of the Company’s will (i.e. which is of
“voluntary” origin) the person charged with classifying the related information as market sensitive
and with entering the possessors of such information in the Register (the “Registering
Officer”) is the person with responsibility for submitting it to the competent body for a decision
on the Project/Event. Accordingly:
—— if the decision is to be made by Pirelli & C.’s Board of Directors (e.g. in the case of extraordinary
financial operations), the Registering Officer is the Chairman of the Board, who may delegate
the task to the Secretary of the Board, who may consult with the Managing Director;
—— if the decision is entrusted to a Pirelli & C. body with delegated powers (e.g. in the case of
a commercial agreement), the Registering Officer is the senior manager. Entries may also
be made in the Register for employees and members of the governing bodies of Pirelli & C.’s
subsidiaries, which will not normally keep a register of their own. Any subsidiaries with
securities listed on Italian regulated markets are an exception in this respect, since they are
required to keep a register of their own under Article 115-bis of the CLF; these companies
will therefore be entered in the Register as legal persons in accordance with Article 152-bis
(2) (a) of the Regulation.
If instead a Project/Event is the consequence of the verification of facts or circumstances of an
objective nature (i.e. of “external” origin), the Registering Officer is the senior manager under
the Pirelli & C. managing director to whose sphere of activity the Project/Event is related who
receives the information if the Project/Event is instantaneous and not subject to verification or
the one who is responsible for the process of verification, if such process exists.
The persons indicated above will also be responsible for the subsequent reclassification of market
sensitive information and consequently for the entry in the Register of the end or suspension
of the Project/Event.
B) Recurrent Activities
At present the activities considered to be Recurrent Activities and as such to be entered in the
Register are as follows:
—— the preparation of periodic financial reports;
—— the preparation of forecasts and the establishment of quantitative objectives;
—— the preparation and holding of meetings of the governing bodies of the Company and its
subsidiaries;
—— the drafting of press releases pursuant to Article 114.1 of the CLF;
—— relations with investors, analysts, and the media.
The analysis of the individual Recurrent Activities to identify the stage at which they must be
entered in the Register is carried out by the Human Resources and Organisation Function with
the assistance of the senior manager under the managing director competent for the activity in
question. The Human Resources and Organisation Function is charged with the task of making
and updating the entries in the Register, inter alia in line with developments in the internal
Organisation.
The officer responsible for the Register, as defined below, may decide to add other Recurrent Activities,
possibly acting on a proposal from the Human Resources and Organisation Function.
Officer responsible for the Register
The officer responsible for the Register is the Secretary of Pirelli & C.’s Board of Directors,
who, in addition to the duties specified in other parts of this document
—— performs the general supervision of the keeping of the Register and may access all the information
it contains, with the right to retrieve data in any of the ways permitted by the system;
—— handles relations with the judicial and supervisory authorities in the event of requests regarding
the data contained in the Register;
152 PIRELLI & C. S.p.A. MILAN