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.
Profile of the Company
Pirelli & C. is the joint-stock company listed on the Italian Stock Exchange (Borsa Italiana) and is the Parent Company of the multinational group specialising in the tyre sector, and a leading company in the top of the range and high technological content segments.
The company was founded in 1872, and today Pirelli has production facilities in four continents and operates in more than 160 countries worldwide.
Pirelli stands out for its long industrial tradition that has always been combined with a capacity for innovation, product quality and a strong brand. This strength has also been supported from 2002 by the fashion and high-tech project of Pzero and today further enhanced by the Formula 1, for which Pirelli is the exclusive supplier for the 2011-2013 three-year period.
Pirelli has always focused on research and development in line with its green performance strategy and works with constant and growing attention paid to products and services of high quality and technology and a low environmental impact.
The awareness that an efficient corporate governance system represents one of the essential factors to achieve the objectives of creating sustainable value drives Pirelli to maintain its corporate governance system constantly in line with national and international best practices.
The Company adopts the traditional system of administration and control.
Pirelli’s Corporate Governance system is based on the following factors: (i) the central function played by the Board of Directors that is responsible for the strategic guidance and supervising the Company’s overall business activities, with a policy-making powers in relation to the overall administration and the authority to intervene directly in a series of significant decisions necessary or useful to achieve the company purpose; (ii) the central role of Independent Directors who represent the majority of the members of the Board of Directors (iii) a consolidated practice of disclosing the choices and the corporate decision-making processes and an effective internal control system; (iv) an innovative pro-active risk management system; (v) a remuneration system, in general, and an incentive system, in particular, for Managers associated with medium and long-term economic objectives in order to align the management’s interests with the shareholders’ interests, by pursuing the priority objective of creating sustainable value in the medium/long term, by establishing a strong link between remuneration, on the one hand, the performance of individuals and Pirelli’s performance, on the other hand; (vi) a strict discipline concerning potential conflicts of interest and solid principles of conduct to execute transactions with related parties.
The governance system is formally defined in the Ethical Code, in the Company Bylaws, in the Regulations concerning Shareholders’ Meetings and in a series of principles and procedures which are periodically updated to assure best practices.
It is important to confirm that in the interim financial report Pirelli highlights the updates and integrations made to its corporate governance system compared to the information contained in the annual report.
Pirelli was has declared the “Best Corporate Governance in Italy” for the second consecutive year in the framework of the World Finance Corporate Governance Award 2012. Furthermore, in December 2011 Governance Metrics International (GMI) confirmed the 10/10 score for Pirelli’s corporate governance on the home market (Italy was assigned an average score of 5.25/10 in the last Country Ranking in September 2010) and was attributed a score of 8/10 compared to the Global Market, representing the maximum score recorded by Italian companies. In this regard, it is important to observe that in December 2011, among the forty companies assessed in Italy: (i) only two companies (including Pirelli) obtained a score that corresponded to 10/10 in relation to the Home Market and (iii) only three companies (including Pirelli) obtained a score corresponding to 8/10 compared to the Global Market.
INSTITUTIONS AND COMMITTEES
