14MB - Pirelli

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Stock Exchange Regulations: indicates the Market Regulations organised and managed by Borsa Italiana S.p.A. Issuer Regulations: indicates the Regulations issued by CONSOB with deliberation no. 11971 of 1999 on the subject of issuers. Market Regulations: indicates the Regulations issued by CONSOB with deliberation no. 16191 of 2007 on the subject of markets. Report: indicates this report on the corporate governance and share capital, drafted pursuant to articles 123 bis of the FSA, 89 bis of the Issuer Regulations and article IA.2.6. of the Stock Exchange Instructions. Company: indicates Pirelli & C. Company bylaws: indicates the bylaws of Pirelli & C., available on the company internet site www.pirelli.com and printed at the end of this Report. FSA: indicates Legislative Decree no. 58 of 24 February 1998 (the Testo Unico di Finanza, or consolidated Financial Services Act). ANNUAL FINANCIAL REPORT 2008 85
EXTRAORDINARY SESSION CONSOLIDATED FINANCIAL STATEMENT SUSTAINABILITY REPORT DIRECTORS' REPORT PRELIMINARY INFORMATION 1. PROFILE OF THE COMPANY ISSUING THE REPORT Pirelli & C. is a company listed on the Italian Stock Exchange that controls a multinational Group that does business in 160 countries with 135 years’ experience in the industry. In the tyres sector it operates Pirelli Tyre, the fifth largest manufacturer in terms of turnover, and leader in the high quality tyre market, with an industrial presence on four continents. In the property sector it trades as Pirelli RE, a company which in just a few years has established its leadership in Italy, and has developed a major property business in Germany. It has a marginal presence in Poland. With its strong orientation towards innovation, the Group has also initiated a number of startup initiatives in recent years, in high technology sectors such as new generation photonics, broadband access, renewable energy sources and sustainable mobility, now supported by the new antiparticulate filter business. Pirelli Labs S.p.A. is the advanced research centre that serves all the Group businesses. Awareness of the importance of an efficient Corporate Governance system in fulfilling its objective of creating value induces the Company to keep its corporate governance system constantly in line with national and international best practice. Pirelli adopts the traditional administration and control system based on the central role played by the Board of Directors. The Company Governance model is based on the presence of correct disclosure practices regarding the choices and the procedures for decision-making within the Company, on an effective system of internal controls, on an effective regulation of potential conflicts of interest and on a rigorous code of conduct for transactions with related parties. The system of governance is documented in the Code of Ethics, the Company Bylaws, the regulations regarding shareholders’ meetings, and a series of principles, rules and procedures, periodically updated to reflect regulatory and legal developments, that are available on the Company website at www.pirelli.com in the section dedicated to Governance and the approach and policies of the Board of Directors. Moreover, the Company has been publishing its sustainability reports since 2005 - further information is available in the appropriate section in the company financial reports. It should be noted that the Company voluntarily highlights updates and additions made to its corporate governance system since the preceding annual report in its half-yearly report. 2. INFORMATION on the SHAREHOLDER STRUCTURE (ex art. 123 bis TUF) at 10/03/2009 a) Structure of the share capital The Share capital is divided into ordinary shares and savings shares each of 0.29 euros par value: the table below shows its exact composition: 86 PIRELLI & C. S.p.A. MILAN No. shares % of share capital Listing Ordinary shares* 5,233,142,003 97.49% Listed on the MTA (Telematic Stock Market) organised and managed by Borsa Italiana S.p.A. - Blue Chip segment. Savings shares** 134,764,429 2.51% Listed on the MTA (Telematic Stock Market) organised and managed by Borsa Italiana S.p.A. - Blue Chip segment. * Identification code ISIN IT0000072725 ** Identification code ISIN IT0000072733 Rights and obligations Ordinary shares entitle the holder to one vote each. They are registered shares or bearer shares, to the extent permitted by law, and in this case can be converted into the other type of shares at the request and expense of their owner.
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Pirelli & C. S.p.A. — Milan Annua
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EXTRAORDINARY SESSION CONSOLIDATED
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Directors' report
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Directors' report on operations Sha
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Significant events in 2008 With reg
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Turin and the Pirelli Group sealed
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Yanzhou, China - Mixing department
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The Group ALTERNATIVE PERFORMANCE M
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GROUP CONSOLIDATION The highlights
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A percentage breakdown of the chang
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The change can be summarized as fol
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CAPITAL EXPENDITURES Capital expend
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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
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Page 50 and 51: Instead, Pirelli Tyre has kept its
Page 52 and 53: ticipating in the championship. In
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Page 56 and 57: Pirelli & C. Real Estate The consol
Page 58 and 59: Assets under management have a mark
Page 60 and 61: Balance sheet and financial review
Page 62 and 63: NON-PERFORMING LOANS Collections on
Page 64 and 65: NET RESULT The net result is income
Page 66 and 67: nology) lines; 3) Innovation with t
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Page 70 and 71: Pirelli & C. S.p.A. Summary of sele
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Page 90 and 91: e) Employee shareholdings: mechanis
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Page 94 and 95: The composition of the Board of Dir
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Page 102 and 103: d) if they receive, or have receive
Page 104 and 105: 8. APPOINTMENTS COMMITTEE The Board
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Page 134 and 135: 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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ANNUAL FINANCIAL REPORT 2008 161
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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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ANNUAL FINANCIAL REPORT 2008 309
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Companies consolidated line-by-line
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