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.
PROCESSING CORPORATE INFORMATION
Internal management and disclosure of documents and information
Market transparency, fair, complete and clear information represent the values which are upheld by the conduct of the corporate bodies, the management and all the staff employed by Pirelli.
In this context the Board of Directors adopted a Procedure from March 2006 to manage and disclose privileged information to the market that takes into account the regulations concerning market abuse, governs the management of privileged information concerning Pirelli & C., its unlisted subsidiaries and the listed financial instruments issued.
The Procedure applies to all members of the corporate bodies, the employees and external collaborators of Pirelli companies that have access to information that could evolve into privileged information.
The Procedure also applies as an instruction to all subsidiaries, in order to obtain from them, without delay, the information required for the timely and correct compliance with the reporting obligations to the general public.
In line with the regulatory provisions, the Procedure defines:
- the requirements and responsibilities to classify privileged information;
- the procedures to trace access to privileged information in transit;
- the tools and rules to protect the confidentiality of privileged information in transit;
- the operational provisions to disclose privileged information to the market and, in general, concerning the communications to the general public and/or to analysts/investors.
The updated version of the Procedure is available on the Pirelli Internet website, and also governs the institution of the register of persons with access to privileged information, also in operation from April 1, 2006.
Insider dealing
The issue concerning the transparency of transactions involving the Company’s shares or the financial instruments linked to them, performed directly or through third parties by relevant persons or by persons closely related to them (so-called insider dealing) is currently governed entirely by law and by the Consob implementation regulation.
In accordance with law, the Directors and Statutory Auditors, inter alia, of the issuing company, as well as “persons who perform management [...] functions in a listed issuing company and Directors that have regular access to privileged information [...] and have the power to make management decisions which can impact the performance and the future prospects of the listed issuing company” are under an obligation to disclose information to the market concerning the transactions performed involving the Company’s shares or the financial instruments linked to them with a counter value exceeding euro 5 thousand annually.
The Company has opted to identify these Executive Managers among its “Executive Managers with strategic responsibilities”38.
Although no regulatory obligations are applicable in this regard, the Board of Directors has decided to continue to impose an obligation on the parties indicated above not to perform transactions involving the Company’s shares or involving financial instruments linked to them during specific periods of the year (so-called Black out periods39), in harmony with the approach adopted in the previous mandate. Moreover, these periods may be extended or suspended by the Board of Directors in extraordinary circumstances.
38These refer to F. Gori, F. Chiappetta, F. Tanzi and M. Sala. In this regard the reader is referred to the paragraphs “delegated bodies” and “Company organisation”.
39The procedure relating to the black out periods is available on the Company's Internet website.
INSTITUTIONS AND COMMITTEES
