14MB - Pirelli

EXTRAORDINARY SESSION CONSOLIDATED FINANCIAL STATEMENT SUSTAINABILITY REPORT DIRECTORS' REPORT PRELIMINARY INFORMATION
4. DIRECTION AND COORDINATION ACTIVITIES
There are no subjects which may directly or indirectly, control Pirelli, also by virtue of shareholder
agreement, individually or jointly with other persons included in these agreements, exercise
control over Pirelli & C.
Nor is the Company subject to direction and coordination activities by any company or body
pursuant to article 2497 and subsequent articles of the Civil Code.
In contrast, Pirelli & C., which heads the Group of that name, exercises direction and coordination
activities pursuant to the provisions of the Italian Civil Code over many companies,
having published appropriate information about these matters pursuant to article. 2497-bis of
the Civil Code.
The Boards of Directors of Pirelli & C. and Pirelli RE, in their meetings on 10 March 2009 and
5 March 2009, respectively, reconsidered their previous assessments and considered that - also
as a result of the recent changes to the organisation structure and operational character of the
latter, which integrated its activities and functions more closely with that of the parent Pirelli
& C. - and determined that the parent now performs direction and control activities pursuant
to article 2497 and subsequent articles of the Italian Civil Code.
5. Board of Directors
In accordance with the Italian regulations for the traditional direction model, the management
of the Company is assigned to the Board of Directors, which plays an active role in guiding
its strategy and controlling its operations, with the power to direct its overall management
and intervene directly in a series of decisions that are necessary or useful in the pursuit of its
corporate aims.
To carry out its duties the Board of Directors relies on the support provided by specific Board
Committees composed entirely of independent directors.
5.1. Composition
The Board of Directors of the Company, as provided by the bylaws, consists of no less than
seven and no more than twenty-three members, who serve for three years (unless a lesser period
is specified by the Shareholders’ Meeting upon their appointment) and may be re-elected.
The Board of Directors in office on 31 December 2008 consists of twenty members and was appointed
by the Shareholders’ Meeting held on 29 April 2008 for three financial years to expire
at the Shareholders’ Meeting called to approve the financial reports for the year ending 31
December 2010. The average age of the Directors is just over 62 years.
By voting on a slate 4 the minority shareholders were able to nominate four Directors, i.e. one
fifth of the total number (specifically, Carlo Angelici, Cristiano Antonelli, Franco Bruni and
Umberto Paolucci).
Two lists were presented at the Shareholders’ Meeting on 29 April 2008, one by the participants
in the Pirelli & C. Share Block Syndicate and the other by a group of institutional investors 5 .
Those proposing the slates made the candidates’ profiles available so that the candidates’ personal
and professional characteristics, as well as some candidates’ qualifications as independents,
were made known prior to voting. The curricula vitae presented when the slates were filed
were promptly published on the Governance section of www.pirelli.com, the Company website,
where updated versions remain available.
4 The voting list is specified in article 10 of the bylaws.
5 The minority list was presented by: ARCA SGR SPA (rubrica Fondo Azioni Italia - Rubrica Fondo Arca BB), BNP PARIBAS ASSET MANAGEMENT SGR SPA (BNL Azioni
Italia), MONTE PASCHI ASSET MANAGEMENT SGR SPA (Ducato Geo Italia), PIONEER INVESTMENT MANAGEMENT SGR P.A. (Pioneer Azionario Crescita), PIONEER ASSET
MANAGEMENT S.A., EURIZON CAPITAL SGR SPA (San Paolo Azioni Italia - Sanpaolo Italian Equity Risk - Sanpaolo Opportunità Italia - Nextra Rendita), EURIZON CAPITAL
S.A. (SPI Obiettivo Industria - SPI Obiettivo Europa - SPI Obiettivo Euro - SPI Obiettivo Italia), FIDEURAM INVESTIMENTI S.G.R. S.p.A. (IMI Italy), FIDEURAM GESTIONS
S.A. (Fonditalia Global - Fonditalia Equity Italy - Fonditalia Euro Cyclical - Fideuram Fund Equity Italy - Fideuram Fund Europe Listed Industrials Equity), INTERFUND
SICAV (Interfund Equity Italy - Interfund Equity Europe Industrials), AMBER MASTER FUND SPC (Managed by Amber Capital LP).
92 PIRELLI & C. S.p.A. MILAN