14MB - Pirelli

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Pirelli & C. S.p.A. Board of Directors¹ Chairman 2 Deputy Chairman 2 Deputy Chairman 2 Directors: * Independent director ° Member of the Internal Control and Corporate Governance Committee ^ Member of the Remuneration Committee Secretary to the Board Marco Tronchetti Provera Alberto Pirelli Carlo Alessandro Puri Negri Carlo Acutis* Carlo Angelici* ° Cristiano Antonelli* Gilberto Benetton Alberto Bombassei* ^ Franco Bruni* ° Luigi Campiglio* Enrico Tommaso Cucchiani Berardino Libonati* ^ Giulia Maria Ligresti Massimo Moratti Renato Pagliaro Umberto Paolucci* Giovanni Perissinotto Giampiero Pesenti* ^ Luigi Roth* Carlo Secchi* ° Anna Chiara Svelto BOARD OF STATUTORY AUDITORS 3 Chairman Standing auditors Alternate auditors Luigi Guatri Enrico Laghi Paolo Domenico Sfameni Franco Ghiringhelli Luigi Guerra GENERAL MANAGER Operations INDEPENDENT AUDITORS 4 Claudio De Conto Reconta Ernst & Young S.p.A. MANAGER RESPONSIBLE FOR THE PREPARATION OF THE FINANCIAL REPORTS OF THE COMPANY 5 Claudio De Conto 1 Appointment: April 29, 2008. Expiry: shareholders’ meeting called to approve the financial statements at December 31, 2010. 2 Post conferred by the board of directors’ meeting held on April 29, 2008. 3 Appointment: April 21, 2006. Expiry: shareholders’ meeting called to approve the financial statements at December 31, 2008. Paolo Domenico Sfameni was appointed by the shareholders’ meeting held on April 29, 2008 to replace Paolo Francesco Lazzati who resigned. 4 Post conferred by the shareholders’ meeting held on April 29, 2008. 5 Appointment: conferred by the board of directors’ meeting held on April 29, 2008. Expiry: shareholders’ meeting called to approve the financial statements at December 31, 2010. ANNUAL FINANCIAL REPORT 2008 7
EXTRAORDINARY SESSION CONSOLIDATED FINANCIAL STATEMENT SUSTAINABILITY REPORT DIRECTORS' REPORT PRELIMINARY INFORMATION Structure of Pirelli Group at December 31, 2008 100 % PIRELLI LABS S.p.A. market trading on the milan stock exchange 8 PIRELLI & C. S.p.A. MILAN Shares traded volume Amount (in Euros) Pirelli & C. S.p.A. - ordinary shares 7.869.785.649 3.754.089.026 Pirelli & C. S.p.A. - saving shares 79.065.631 39.708.121 number of shares outstanding 100% PIRELLI TYRE S.p.A. 100 % 51% 51% PIRELLI BROADBAND SOLUTIONS S.p.A. PIRELLI & C. S.p.A. PIRELLI & C. AMBIENTE S.p.A. at December 31, 2008 at March 9, 2009 Pirelli & C. S.p.A. - ordinary shares 5.233.142.003 5.233.142.003 Pirelli & C. S.p.A. - saving shares 134.764.429 134.764.429 56,5% PIRELLI & C. REAL ESTATE S.p.A. PIRELLI & C. ECO TECHNOLOGY S.p.A.
Page 1 and 2: Pirelli & C. S.p.A. — Milan Annua
Page 3 and 4: EXTRAORDINARY SESSION CONSOLIDATED
Page 7: EXTRAORDINARY SESSION CONSOLIDATED
Page 14 and 15: Directors' report
Page 16 and 17: Directors' report on operations Sha
Page 18 and 19: Significant events in 2008 With reg
Page 20 and 21: Turin and the Pirelli Group sealed
Page 22 and 23: Yanzhou, China - Mixing department
Page 24 and 25: The Group ALTERNATIVE PERFORMANCE M
Page 26 and 27: GROUP CONSOLIDATION The highlights
Page 28 and 29: A percentage breakdown of the chang
Page 30 and 31: The change can be summarized as fol
Page 32 and 33: CAPITAL EXPENDITURES Capital expend
Page 34 and 35: Thirty years after, the Pirelli Cin
Page 36 and 37: On the other hand, the Sottozero Se
Page 38 and 39: Information systems The Information
Page 40 and 41: Pirelli Real Estate The information
Page 42 and 43: Risks and uncertainties The current
Page 44 and 45: This is accomplished by negotiating
Page 46 and 47: sustainability. A gradual introduct
Page 48 and 49: ued focus on higher-end product seg
Page 50 and 51: Instead, Pirelli Tyre has kept its
Page 52 and 53: ticipating in the championship. In
Page 54 and 55: and Turkey and the start-up of proj
Page 56 and 57: Pirelli & C. Real Estate The consol
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Assets under management have a mark
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Balance sheet and financial review
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NON-PERFORMING LOANS Collections on
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NET RESULT The net result is income
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nology) lines; 3) Innovation with t
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start-up of the factory in Romania
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Pirelli & C. S.p.A. Summary of sele
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The reason for the reclassification
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—— details of income (expenses)
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Equity investments held by Director
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Compliance with Article 36 of Conso
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Appointment of the board of statuto
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Article 16 of the bylaws The Board
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ANNUAL FINANCIAL REPORT 2008 83
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Stock Exchange Regulations: indicat
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Savings shares do not have voting r
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e) Employee shareholdings: mechanis
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ers of convertible bonds, for a max
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The composition of the Board of Dir
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When the Board of Directors is due
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Remuneration of the directors veste
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more than 10 million euros (in the
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d) if they receive, or have receive
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8. APPOINTMENTS COMMITTEE The Board
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11. The Committee for Internal Cont
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The internal control officer also r
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12.3. Organisational model ex Legis
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and the set of businesses included
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after the expiry of the date for th
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members of the Board of Statutory A
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ensure orderly discussion and votin
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and cadres employed by the Company,
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priate measures to ensure the order
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with the title of Managing Director
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ing to the regulations issued by Co
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Telecom Italia S.p.A. Telecom Itali
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6. Bodies governing the agreement,
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ANNEX E - General Criteria for the
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— the general results of operatio
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9. Direction and coordination activ
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ANNEX G - Rules of conduct for effe
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mation “in the making,” so as t
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6.3 - Inside information must also
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8.6 — The definition of “roles
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— with the markets closed or in t
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ANNEX A Notices to be sent to perso
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ANNEX B Pirelli & C. S.p.A. Group R
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—— coordinates the Registering
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We further undertake to inform prel
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ANNEX I - Insider dealing - Black-o
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Article 6 —— In the conduct of
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EXTRAORDINARY SESSION CONSOLIDATED
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Pirelli and sustainable development
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In October 2004, in a letter addres
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Pirelli has adopted the traditional
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Several tools are simultaneously us
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In 2008 Pirelli commissioned indepe
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Scs Consulting Accountability Ratin
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Collaboration agreements with unive
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Pirelli one of the 100 most respect
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Customer satisfaction is the most i
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from an unprecedented crisis the po
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Social dimension Internal Community
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WORKFORCE GEOGRAPHICAL BREAKDOWN 20
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The trend in the Group’s workforc
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International mobility, which is pe
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Pirelli’s participation in the Wo
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Training and Development Performanc
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Group DEVELOPMENT CENTERS Company/C
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For the years 2006-2007 the graph i
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the Sales&Marketing departments of
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language) to explain the meaning of
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(Have you ever been to a superbike
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Details on certain important initia
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A photo exhibit on the 100th annive
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The campaign began with the deliver
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As part of the restructuring proces
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Group affiliates still provide heal
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—— effective involvement of res
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To better understand these data, it
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Pirelli Real Estate S.p.A. Over the
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Awareness raising and training Pire
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This plan calls for: —— a self-
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larly on the work of the standing c
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focusing on reinforcing young peopl
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Romania In its first year of activi
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In the medical field, Pirelli provi
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A decade ago Pirelli signed an agre
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In April 2008 Pirelli and the Milan
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This is the spirit behind the proje
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THE GLOBAL COMPACT PRINCIPLES AND G
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Companies consolidated line-by-line
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