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.
Internal Control System
The Internal Control System of Pirelli & C. and of the Pirelli Group is represented by the set of structural and process factors which are able to achieve the following objectives: (i) the efficiency and effectiveness of the operating activities; (ii) the dependability of information; (iii) protecting the corporate equity and (iv) respect of and compliance with the laws and regulations to assure correct information and an adequate control structure for all the Group’s activities, with particular attention focused on the areas considered potentially at risk.
The internal control system is primarily a “management” tool; since, on the one hand, the Directors have the responsibility of preparing the organisation and ensuring the organisation is adequate; on the other hand, because the internal control system enables the Directors to have full and complete visibility of the organisation, thereby being able to intervene on the organisation concerned.
In particular, the internal control system permits monitoring of compliance with the rules and procedures which govern the performance of the Company’s business activities in its various forms.
Pirelli’s internal control system was developed as a direct process aimed at achieving values of substantial and procedural fairness, transparency and accountability, assuring: efficiency, transparency and traceability of transactions and, more in general, of management-related activities; dependability of the accounting and management data and financial information; compliance with the laws and regulations; protecting the Company’s integrity, also to prevent fraud damaging the Company and the financial markets.
The Company’s “internal control system” also means “building” an organisational structure consistent with the dimensions, nature and complexity of the activity performed, as well as with its geographic location and this entails the definition of roles and responsibilities and (consequently) the allocation of so-called powers of “representation”.
The responsibilities are defined within Pirelli, on the one hand, to avoid functional overlapping and, on the other hand, to avoid concentrating critical activities with a single person.
The following represent the key rules underlying the Company’s internal control system: (i) the separation of roles when performing the principal activities involved in individual operating processes; (ii) the traceability and constant visibility of the choices made; (iii) management of the decisionmaking processes based on objective criteria.
INSTITUTIONS AND COMMITTEES
