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.
Composition
The Corporate Governance System adopted by Pirelli & C. S.p.A. (hereafter, “Pirelli & C.” or the “Company”) from 2000, envisages setting up a Committee for Internal Control and Corporate Governance (hereafter, the “Committee”), in 2009 this Committee was renamed “Committee for Internal Control, Risks and Corporate Governance” 48.
The Committee has advisory and proposing functions and its mission is to assure the efficiency, effectiveness and correctness of the internal control system, on the one hand, and the corporate governance structure, in general, on the other hand, based on an appropriate preparatory activity in relation to the risk management system.
The Committee is composed of five members, who are exclusively independent based on the more rigorous approach as recommended by the “new” Self-Disciplinary Code of the Italian Stock Exchange (Borsa Italiana) of December 2011, in fact, the 2006 version of the Self-Disciplinary Code recommended this Committee was to be composed of non-executive Directors, of which “only” the majority where to be Independent Directors.
The Committee is appointed by the Board of Directors (that also indicates the Chairman) and remains in office for the duration of the Board of Directors’ entire mandate.
Two members of the Committee (Carlo Secchi and Franco Bruni) have adequate experience in accounting and finance matters, as assessed by the Board of Directors at the date the appointment was made49.
The Committee for Internal Control, Risks and Corporate Governance was composed as follows at the Date of the Report:
- Carlo Secchi (Chairman):
- Franco Bruni;
- Paolo Ferro-Luzzi;
- Elisabetta Magistretti;
- Luigi Roth
The Secretary of the Board of Directors, Ms. Anna Chiara Svelto acts as the Secretary to the Committee.
The entire Board of Statutory Auditors has the authority to participate in the Committee’s activities.
48 Also in line with the requirements of the Self-Regolatory Code Principle 8.P.4.
49 The choice made by the Company is stricter than the one provided by the Self- Regulatory Code of Conduct for Listed Companies: criterion of application 8.C.4.
This circumstance characterizes the corporate governance rules adopted by the Company and offers the whole Board of Statutory Auditors the opportunity to directly monitor the activities of the Committees and perform his control functions more effectively.
INSTITUTIONS AND COMMITTEES
