The discipline that governs the operation of the Shareholders’ Meetings has been profoundly innovated following the provisions introduced into Italian legislation by Legislative Decree No. 27 of 2010 that adopted Directive 2007/36/EC in the legal system, designed to facilitate the participation by shareholders of listed companies in Shareholders’ Meetings.
The operation of the Shareholders’ Meetings is governed by the Shareholders’ Meetings Regulation duly approved by the Shareholders’ Meeting held on May 11, 2004 and subsequently amended by the Shareholders’ Meeting held on April 23, 2007, in addition to the law and the Company Bylaws.
Following the changes introduced by Legislative Degree No. 27/2010 that introduced into Italian legislation the so-called record date mechanism, the shareholders entitled to attend Shareholders’ Meetings and entitled to cast their vote are those shareholders who are entitled to attend the meeting and cast their vote at the close of the accounting day on the seventh trading day prior to the date set for the meeting in first or only call.
The records of credits and debits performed on accounts after this deadline will not influence the entitlement to vote at the Shareholders’ Meeting.
With regard to the shareholders’ meeting of the holders of savings shares this meeting is called by the Company’s Common Representative of savings shareholders or by the Company’s Board of Directors whenever deemed appropriate or whenever the call is requested, as required by law.
The savings Shareholders’ Meeting that was held on January 31, 2012 appointed prof. Giuseppe Niccolini, lawyer as the Common Representative for the 2012-2014 financial years.
APPOINTMENTS AND SUCCESSION COMMITTEE
Composition
The Board of Directors set up the Appointments and Succession Committee in the meeting held on April 21, 2011, also taking into account the indepth studies performed in the previous mandate.
The Appointments and Succession Committee is composed of 4 Board Members, the majority of whom are non-executive Directors (2 Independent Directors).
The Appointments and Succession Committee was composed as follows at the Date of the Report41:
- Marco Tronchetti Provera (Chairman);
- Luigi Campiglio;
- Vittorio Malacalza;
- Luigi Roth.
The Senior Advisor Human Resources, Gustavo Bracco acts as the Committee’s Secretary.
Duties assigned to the Committee
When defining the duties of the Appointments and Succession Committee the Board of Directors assessed the increasing importance for Pirelli and the market of the Board’s direct involvement in defining the succession policies (i) not only and not just in relation to possible natural changes of the Executive Directors, for which however the decisions made by the shareholders assume a decisive role, but in general (ii) concerning the top and senior management to assure the necessary continuity of the management action.
Accordingly, the Committee:
- proposes to the Board of Directors the candidates to be co-opted, if an Independent Director is to be substituted;
- proposes the definition of “emergency” succession plans concerning the Company’s top Management by identifying professional figures (inside and outside Pire lli) who can assure the succession, in particular, (i) of the C.E.O.; (ii) of the C.O.O.;
- identifies the criteria for the succession plans in relation to the top and senior management, in general, in order to ensure continuity in the business strategies;
- periodically examines the organisational structure of the Company and the Group presenting possible suggestions and opinions to the Board in this regard.
Operation
The Committee meets whenever its Chairman deems it appropriate, or whenever a request is made by at least one member, by the Chairman of the Board of Directors or by the Managing Director, if appointed, and however, as often as appropriate to ensure the Committee performs its functions correctly.
The Committee’s meetings are convened by a notice, also sent by the Secretary, duly appointed by the Committee Chairman.
The documentation and the information available (and in any event, the documentation and information required) are transmitted to all the Committee members sufficiently in advance to enable the members to express their opinion in the meeting.
The Committee’s meetings are validly constituted provided the majority of its members in office are present and the resolutions are passed with the absolute majority of the members in attendance.
The Committee’s meetings may also be held using telecommunications media and are regularly reported under the Secretary’s responsibility and transcribed in the special register.
The Committee may avail itself of external consultants when performing its functions and has adequate financial resources to perform its duties with absolute expenditure autonomy.
The Committee has the authority to access company information and functions which are important to perform its duties and can avail itself of the Secretary’s support for this purpose.
The Chairman of the Board of Statutory Auditors has the authority to participate in the Committee’s meetings.
Activities during the financial year
The Appointments and Succession Committee met once during the 2011 financial year; the duration of the meeting was approximately 1 hour and 15 minutes. All the Committee members attended the meeting; the tables provided at the end of the Report summarise the participation of the members at the Committee’s meetings.
In particular, with the support of the Senior Advisor Human Resources, the Committee endorsed the review (a) of the functioning arrangements; (b) the processes and (c) the management relations of the organisation that will accompany the Group to “execute” the Industrial Plan.
The Committee then examined the selection, development and training process of the socalled “talents” and the management training and focused on the management review process and the succession planning.
The Committee has already met once in the early months of 2012 to identify a company with expertise in this area and to subsequently appoint the company to support Pirelli in the Governance of the top and senior management succession plans.
In this regard, the reader is referred to the “Succession Plans” section.
41 The reader is referred to Table 4 for further details.
INSTITUTIONS AND COMMITTEES
