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.
BOARD COMMITTEES
The Committees set up within the Board have fact-finding, proposing and/or advisory duties in relation to the issues which particularly require an in-depth examination so that there can be an effective and informed discussion of opinions on such issues.
It is a consolidated practice in Pirelli, in harmony with best practices, for the Board to formally define the duties and powers of the specific committee at the date the committee is established (by means of a so-called written charter), and to render them public by publication on the Pirelli Internet website and also reporting on them in this Report.
The Board of Directors set up four committees following its reappointment, on April 21, 2011, including two new committees: the Committee for Internal Control, Risks and Corporate Governance40, the Remuneration Committee; the Appointments and Succession Committee and the Strategies Committee.
The composition of the Board Committees is detailed in table 4.
40 T his name was adopted from September 1, 2009 and substitutes the name “Committee for Internal Control and Corporate Governance”.
INSTITUTIONS AND COMMITTEES
