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.
REMUNERATION POLICY
Pirelli has already defined a Remuneration Policy, starting from the 2011 financial year, one year earlier compared to the legal obligation and has submitted the Policy to an advisory vote by the shareholders.
Pirelli’s aim, in terms of the human resources policy, is to attract, motivate and retain the resources which have the professional qualities required to achieve profitably the Group’s objectives.
The Remuneration Policy is designed to achieve this objective.
The Policy is defined so as to align the Management’s interests with those of the shareholders, pursuing the priority objective of creating sustainable value in the medium-long term, by creating a strong link between remuneration, on the one hand, and individual performance and the Group’s performance, on the other hand.
The Policy’s definition is the result of a clear and transparent process in which a central role was played by the Company’s Remuneration Committee and by the Board of Directors.
In this regard, the reader is referred to the “Remuneration Policy” referred to the 2011 financial year published on the Pirelli Internet website, and it is important to note that in the light of the new legislation and the applicable regulatory provisions, the Report on Remuneration updated for the 2012 financial year will be submitted to the Company’s Shareholders’ Meeting (the Report contains the Remuneration Policy referred to the 2012 financial year and the Statement referred to the 2011 financial year). The Report on Remuneration referred to the 2012 financial year will be made available on the Pirelli Internet website no later than 21 days prior to the Shareholders’ Meeting scheduled for May 10, 2012 and the Report will be submitted to the Meeting for consultation.
INSTITUTIONS AND COMMITTEES
